content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
  
                                      FORM 8-K
  
  
  
  
                                   Current Report
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event report) February 20, 1998
  
  
  
                             GOLF TRAINING SYSTEMS, INC.
  
  
  
                                      Delaware
                   (State or other jurisdiction of incorporation)
        0-25332                                              58-1963120
    ----------------                                       ----------------
      (Commission                                           (IRS Employer
       File Number)                                       Identification No.)
  
  
                 3400 Corporate Way, Suite G, Duluth, Georgia 30096
                 (Address of principal executive offices) (Zip Code)
  
  
  
          Registrant's telephone number, including area code (770) 623-6400
  
  
  
  <PAGE>
  
  
  
  
  
  Item 5.  Other events
  
           The Board of  Directors  approved  an  amendment  of the  Corporation's
  Certificate of Incorporation to effect a common stock one-for-five reverse stock
  split and directed the CEO to seek the approval of the Common Stockholders.  The
  above  amendment is one of the  conditions  related to an Investment  Agreement,
  attached as an exhibit to the resolution, entered into by the Company with Mr.
  John H. Laeri, Jr. on December 31, 1997.
  
  
           Exhibits:
  
                 4. Consent Resolution of the Board of Directors of Golf
                    Training Systems, Inc., dated February 20, 1998
  
  
  
                                     SIGNATURE
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  
  Dated: February 20, 1998
                                                  GOLF TRAINING SYSTEMS, INC.
  
                                                  By:  /s/  Daniel A. Gordon
                                                  --------------------------
                                                        Daniel A. Gordon
  
                                                  Its: Chief Executive Officer
  
  
  <PAGE>
  
  
  
                    CONSENT RESOLUTION OF THE BOARD OF DIRECTORS
                                         OF
                             GOLF TRAINING SYSTEMS, INC.
  
           The  undersigned,  constituting  all of the  Directors of Golf Training
  Systems, Inc. (the "Corporation"),  a Delaware corporation,  pursuant to Section
  141(f) of the Delaware  General  Corporation  Law, hereby consent to unanimously
  adopt,  as if the same were done at a duly called and  properly  held meeting of
  the Board of Directors, the following resolutions:
  
           WHEREAS,   pursuant  to  approval  of  the  Board  of  Directors,   the
  Corporation entered into an Investment Agreement, Confidential Private Placement
  Memorandum and Subscription  Agreement  ("Investment  Agreement") dated December
  31, 1997, attached hereto as Exhibit "A"; and
  
           WHEREAS,  the  Board  of  Directors  in the  above  mentioned  approval
  anticipated  increasing the authorized shares of the Corporation's  common stock
  in order to provide sufficient  authorized  unissued shares to satisfy potential
  obligations related to the Investment Agreement; and
  
           WHEREAS,  the Board of Directors has now  determined  that it is in the
  best interest of the Corporation to instead provide  sufficient shares through a
  one-for-five reverse stock split, instead of increasing authorized shares;
  
           NOW THEREFORE BE IT RESOLVED THAT:
  
           RESOLVED, that the Board of Directors does hereby approve the amendment
  of the  Corporation's  Certificate  of  Incorporation  to effect a reverse stock
  split  of the  common  stock  such  that  every  five  shares  of  common  stock
  outstanding  would be  converted  into one share of  common  stock and the Chief
  Executive Officer is authorized and directed to recommend the proposed amendment
  to the  shareholders of the Corporation for approval  pursuant to Section 242 of
  the Delaware General Corporation Law.
  
           FURTHER RESOLVED, that in the event the shareholders of the Corporation
  approve the proposed  amendment,  the Chief Executive  Officer is authorized and
  directed  to  execute  appropriate  Articles  of  Amendment  with  the  Delaware
  Secretary of State and to take any and all further  actions deemed  necessary or
  proper in connection  with the adoption of the proposed  amendment to effect the
  changes contemplated by such amendment.
  
           FURTHER  RESOLVED,  that the Board of Directors accepts the resignation
  of George P. Lee, III as a director and officer of the Corporation.
  
  
  <PAGE>
  
  
  
  
           Approved effective the 20th day of February, 1998.
  
   
                                             /s/ Wayne C. McDonald
                                             ------------------------
                                             Wayne C. McDonald
  
                                             /s/ Daniel A. Gordon
                                             ------------------------
                                             Daniel A. Gordon
  
                                             /s/ Nicholas J. Aquilino
                                             ------------------------
                                             Nicholas J. Aquilino
  
                                             /s/ Thomas W. Tripp
                                             ------------------------
                                             Thomas W. Tripp
  
  
  <PAGE>
                      INDEX TO EXHIBITS TO CONSENT RESOLUTION
  
  Exhibit                           Description
  ------                            -----------
  
  A.1                               Senior Note dated December 31, 1997 (incorpor-
                                    ated by reference to Registrant's Current 
                                    Report on Form 8-K dated December 31, 1997)
  
  A.2                               Security Agreement dated December 31, 1997,
                                    (incorporated by reference to Registrant's
                                    Current Report on Form 8-K dated December 31,
                                    1997
  
  A.3                               Loan Agreement dated December 31, 1997
  
  A.4                               Patent Collateral Assignment dated December 
                                    31, 1997
  
  B                                 Certificate of Designations of Series C 
                                    Preferred Stock
  
  C                                 Certificate of Designations of Series D
                                    Preferred Stock
  
  D                                 Warrant to Purchase Common Stock of Golf
                                    Training Systems, Inc. exercisable until
                                    December 31, 2002
  
  E                                 Warrant to Purchase Common Stock of Golf 
                                    Training Systems, Inc. exercisable until 
                                    June 30, 1998 
                         
  <PAGE>
  
  
                                     Exhibit A.3
  
                       Loan Agreement dated December 31, 1997
  
  
  
  
                                   
                                   LOAN AGREEMENT
  
                                       between
  
                             GOLF TRAINING SYSTEMS, INC.
  
                                         and
  
                                 JOHN H. LAERI, JR.
  
  
                             ---------------------------
  
                            Dated as of December 31, 1997
                             ---------------------------
  
  
  <PAGE>
  
  
  
                          TABLE OF CONTENTS
                                                               Page
  
  1.   Initial Loan Closing. . . . . . . . . . . . . . . . . . . .1
  
  2.   Subsequent Loan Closing; Maturity of Term Loan. . . . . . .2
  
  3.   Representations and Warranties. . . . . . . . . . . . . . .2
       (a)  Corporate Items. . . . . . . . . . . . . . . . . . . .2
       (b)  Authorization. . . . . . . . . . . . . . . . . . . . .2
       (c)  Actions. . . . . . . . . . . . . . . . . . . . . . . .3
       (d)  Liens. . . . . . . . . . . . . . . . . . . . . . . . .3
       (e)  Sufficient Capital . . . . . . . . . . . . . . . . . .3
       (f)  Environmental Matters. . . . . . . . . . . . . . . . .3
       (g)  Compliance . . . . . . . . . . . . . . . . . . . . . .3
       (h)  Liabilities. . . . . . . . . . . . . . . . . . . . . .3
  
  4.   Affirmative Covenants . . . . . . . . . . . . . . . . . . .3
       (a)  Statements . . . . . . . . . . . . . . . . . . . . . .4
       (b)  Access; Additional Reports . . . . . . . . . . . . . .4
       (c)  Notices. . . . . . . . . . . . . . . . . . . . . . . .4
       (d)  Environmental. . . . . . . . . . . . . . . . . . . . .4
  
  5.   Negative Covenants. . . . . . . . . . . . . . . . . . . . .4
  
  6.   Collateral. . . . . . . . . . . . . . . . . . . . . . . . .5
  
  7.   Conditions to the Loans . . . . . . . . . . . . . . . . . .5
       (a)  Supporting Documents . . . . . . . . . . . . . . . . .5
       (b)          Certificates of Good Standing and Secretary's
                    Certificates
       (c)  Fees and Expenses. . . . . . . . . . . . . . . . . . .6
       (d)  Other Documents. . . . . . . . . . . . . . . . . . . .6
  
  8.   Events of Default; Collateral Realization . . . . . . . . .6
  
  9.   Miscellaneous . . . . . . . . . . . . . . . . . . . . . . .7
       (a)  Amendment. . . . . . . . . . . . . . . . . . . . . . .7
       (b)  Law; Jurisdiction; Venue . . . . . . . . . . . . . . .7
       (c)  Delay. . . . . . . . . . . . . . . . . . . . . . . . .7
       (d)  Time Is of the Essence . . . . . . . . . . . . . . . .7
       (e)  Notification . . . . . . . . . . . . . . . . . . . . .7
       (f)  Release of Collateral. . . . . . . . . . . . . . . . .7
       (g)  Assignment . . . . . . . . . . . . . . . . . . . . . .7
  
  
  <PAGE>
  
  
  
  
                            LOAN AGREEMENT
  
  
       THIS LOAN  AGREEMENT  ("Loan  Agreement")  is made as of December  31, 1997
  between GOLF TRAINING SYSTEMS,  INC., a Delaware corporation  ("Borrower"),  and
  JOHN H. LAERI, JR. and his assigns ("Lender").
  
                           R E C I T A L S:
  
       WHEREAS,  Borrower  desires  to borrow  the  principal  sum of One  Million
  Dollars($1,000,000)  from  Lender,  and  Lender  desires to lend  Borrower  said
  principal  sum,  on a senior  secured  basis  and  otherwise  on the  terms  and
  conditions set forth hereinafter; and
  
           WHEREAS,   the  financing   contemplated  by  this  Loan  Agreement  is
  anticipated to be refinanced by a Five Hundred Thousand Dollar ($500,000) senior
  secured  five (5) year loan to Borrower  from Lender  that is  convertible  into
  shares of Borrower's  Series D Convertible  Preferred  Stock, by the issuance by
  Borrower to Lender of Fifty  Thousand  (50,000)  shares of  Borrower's  Series C
  Convertible  Preferred  Stock  for Ten  Dollars  ($10.00)  per  share and by the
  Borrower's  issuance of a Five Year Warrant to Lender giving the holder  thereof
  the right to purchase Four Million (4,000,000) shares of Borrower's common stock
  for One Million Dollars ($1,000,000) ("Anticipated Permanent Financing");
  
           NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
  covenants and  agreements  hereinafter  contained,  the parties hereto do hereby
  agree as follows:
  
       1. Initial Loan Closing.  Simultaneously with the execution and delivery of
  this Loan  Agreement,  Borrower  shall borrow the principal sum of Seven Hundred
  Fifty Thousand Dollars  ($750,000) from Lender (the "Initial Draw"),  and Lender
  shall lend the Initial Draw amount to  Borrower.  The Initial Draw loan shall be
  evidenced by the ten percent (10%) Senior Note in the maximum  principal  amount
  of One Million Dollars ($1,000,000) in the form attached hereto and incorporated
  herein  as  Exhibit A (the  "Senior  Note"),  which  Senior  Note  shall be duly
  executed  and  delivered  by  Borrower  simultaneously  with the  execution  and
  delivery of this Loan Agreement.  Conditions precedent to Lender's obligation to
  make  the  loan  in the  amount  of the  Initial  Draw  shall  include:  (a) the
  employment  agreements of Wayne C. McDonald  ("McDonald")  and George P. Lee III
  ("Lee")  (the  "Management  Agreements")  shall  have  expired,  the  previously
  authorized but unsigned successor  agreements to the Management  Agreements with
  McDonald and Lee have been rescinded (the "Successor  Unsigned  Agreements") and
  Borrower shall not have any further  obligation under the Management  Agreements
  or the Successor Unsigned Agreements; (b) that the holders of Borrower's Class B
  Convertible  Preferred Stock shall have unanimously consented to the exchange of
  their shares of Class B Convertible  Preferred  Stock for shares of newly issued
  Class B-1
  
  
  <PAGE>
  
  
  
  Convertible Preferred Stock; (c) that the Warrant exercisable through 5:00 p.m.,
  E.D.S.T. on June 30, 1998 in the form attached hereto and incorporated herein as
  Exhibit B (the  "Warrant")  shall have been  executed and delivered by Borrower;
  and (d)  the  Board  of  Directors  of the  Borrower  shall  have  approved  the
  transaction  contemplated by the  Anticipated  Permanent  Financing  pursuant to
  which Lender shall become an "interested  stockholder" of the Borrower,  thereby
  making  Section 203 of the Delaware  General  Corporation  Law  inapplicable  to
  subsequent business combinations  involving Lender (or any affiliates of Lender)
  and the Borrower.
  
       2.  Subsequent  Loan  Closing;  Maturity  of Term  Loan.  On March 1, 1998,
  Borrower shall, if no Event of Default has occurred and if Shareholder  Approval
  shall  have been  obtained,  have the right to borrow the  principal  sum of Two
  Hundred Fifty Thousand Dollars  ($250,000) from Lender (the "Subsequent  Draw"),
  and  Lender  shall,  if no Event of  Default  has  occurred  and if  Shareholder
  Approval  shall have been  obtained,  have the obligation to lend the Subsequent
  Draw amount to Borrower;  provided,  however, that Lender shall not unreasonably
  withhold  or  delay  funding   notwithstanding  the  failure  to  have  obtained
  Shareholder Approval.  The Initial Draw and the Subsequent Draw are collectively
  referred to as the "Term Loan." The Subsequent Draw loan shall also be evidenced
  by the Senior Note. For purposes of this Loan  Agreement,  "ShareholderApproval"
  shall mean the approval by holders of the Borrower's  common stock, at a meeting
  to be held as soon as practicable  after the execution and delivery of this Loan
  Agreement,  of an increase in the number of authorized shares of common stock of
  the Borrower to accommodate the issuances of Borrower securities contemplated by
  the Anticipated Permanent Financing. Borrower hereby covenants diligently and in
  good faith to seek to  obtain,  by  appropriate  proceedings,  such  Shareholder
  Approval.  The Term Loan shall mature,  and all principal and accrued but unpaid
  interest  under the Senior Note shall be due and payable,  on the earlier of the
  following dates: (i) June 30, 1998; or (ii) the date on which Borrower  accepts,
  or enters  into  documentation  with  respect to, a  Competing  Transaction  (as
  defined in the Investment  Agreement of even date herewith  between Borrower and
  Lender (the "Investment  Agreement"))  ("Competing Transaction Early Maturity").
  Upon the  occurrence  of a  Competing  Transaction  Early  Maturity  event or if
  Borrower  breaches  its  covenant  diligently  and in good  faith to  obtain  by
  appropriate proceedings  Shareholders Approval,  Borrower shall pay Lender, as a
  premium  for early  termination  and not as a  penalty  and in  addition  to all
  outstanding principal and all accrued but unpaid interest under the Senior Note,
  an  amount  equal to  twenty  percent  (20%) of the then  outstanding  principal
  balance of the Senior Note.  If,  notwithstanding  Borrower's  diligent and good
  faith  efforts to obtain,  by  appropriate  proceedings,  Shareholder  Approval,
  Shareholder  Approval  is not  obtained  by  Borrower  prior to June  30,  1998,
  Borrower shall pay Lender, not as a penalty but as additional  consideration for
  the Term Loan and in addition to all  outstanding  principal and all accrued but
  unpaid interest under the Senior
  
  
  <PAGE>
  
  
  
  Note,  an amount equal to ten percent  (10%) of the then  outstanding  principal
  balance of the Senior Note.
  
       3.  Representations  and Warranties.  To induce Lender to agree to make the
  Term Loan described in Sections 1 and 2, Borrower represents and warrants:
  
            (a) Corporate Items. Borrower is duly organized,  validly existing and
  in good  standing  under the laws of  Delaware,  is  qualified to do business in
  Georgia and in all other states where it is required to do so,  except where the
  failure to so qualify would not have a material adverse effect on Borrower,  and
  has  all  necessary  authority  to  carry  on its  business  as it is now  being
  conducted.
  
            (b) Authorization. The execution, delivery and performance by Borrower
  of this Loan Agreement, the Senior Note, the Warrant and the other documents and
  instruments  executed in connection  with this Loan  Agreement and the Term Loan
  (this Loan  Agreement  and such other  documents  and  instruments,  as amended,
  restated,  supplemented and/or renewed from time to time, are known collectively
  as the "Loan  Documents") have been duly  authorized,  will not violate any law,
  corporate  documents  of Borrower or  agreement  binding on Borrower and are the
  legal, valid and binding  obligations of Borrower,  enforceable against Borrower
  in accordance with their respective terms.
  
            (c)  Actions.  Except  as set  forth on  Schedule  3(c),  there are no
  actions pending, threatened against or affecting Borrower which could materially
  impair Borrower's financial condition or its ability to conduct its businesses.
  
            (d) Liens.  None of the assets of Borrower  are subject to any lien or
  encumbrance.
  
            (e)  Sufficient  Capital.  At all times prior to, during and after any
  disbursement of the Term Loan, Borrower will have capital sufficient to carry on
  its  businesses  and  transactions  as now  conducted  and  all  businesses  and
  transactions  in which it is about to engage and will be solvent and able to pay
  all its debts as they  mature,  and  Borrower  will own  tangible or  intangible
  property  having a value,  both at fair  valuation  and at present fair saleable
  value, greater than the amount required to pay all its debts; provided, however,
  that Lender acknowledges that the financing  contemplated by this Loan Agreement
  is anticipated to be refinanced by the Anticipated Permanent Financing.
  
            (f) Environmental  Matters.  To the best knowledge of Borrower,  after
  due inquiry,  Borrower's operations and the properties which it owns, leases and
  operates are in compliance with all laws and orders relating to any hazardous or
  dangerous  waste  or  substance,  any  pollutants,  or any  waste  disposal.  No
  proceeding is pending or, to the best knowledge of Borrower, after
  
  
  <PAGE>
  
  
  
  due inquiry,  threatened  against or affecting Borrower with respect to any such
  environmental matters.
  
            (g)  Compliance.  Borrower  is in  compliance  with all  laws,  rules,
  regulations  and orders  applicable to it. Except as set forth on Schedule 3(g),
  no default (or event which,  with notice or passage of time,  would constitute a
  default)  exists under any  obligation  of Borrower for borrowed  money or under
  which any property of Borrower is encumbered, or under any contract or agreement
  to which Borrower is a party. No "reportable event" or "prohibited  transaction"
  as defined by the Employment  Retirement  Income  Security Act of 1974 ("ERISA")
  has occurred or is continuing as to any plan of Borrower.
  
            (h)  Liabilities.  Except as set forth on Schedule 3(h), all taxes and
  other  liabilities  which are due from  Borrower have been paid in full and in a
  timely manner.
  
       4.  Affirmative  Covenants.  From this date until the Senior Note is repaid
  and the Loan Documents are terminated:
  
            (a)  Statements.  Borrower will furnish to Lender with such  financial
  information as Lender may reasonably request from time to time.
  
            (b) Access;  Additional Reports.  During reasonable business hours, or
  at any  time,  if an  Event of  Default  has  occurred,  Lender  shall  have the
  continuing  right  to  review,  examine,  audit  and make  extracts  from all of
  Borrower's records and assets.
  
            (c) Notices.  Borrower will promptly  notify Lender of any: (i) breach
  of this Loan Agreement, any Loan Document, or any agreement under which Borrower
  has any liability;  (ii)  environmental or labor dispute  involving or affecting
  Borrower;  (iii) claim commenced in which Borrower is named as a defendant which
  could  result  in a  judgment  against  Borrower  in an amount in excess of Five
  Thousand  and 00/100  Dollars  ($5,000.00);  (iv)  reportable  event under ERISA
  involving  Borrower or any plans established or maintained by Borrower;  and (v)
  material  adverse  change in the  business,  prospects or financial  position of
  Borrower which affects the ability of Borrower to repay the Term Loan.
  
            (d)  Environmental.  To the extent that  Borrower  has control of such
  properties for such matters,  Borrower's  operations and the properties which it
  owns,  leases  and  operates  shall be in  compliance  with all laws and  orders
  relating to any hazardous or dangerous waste or substance,  any  pollutants,  or
  any waste  disposal.  No proceeding  shall be pending or  threatened  against or
  affecting Borrower with respect to any such environmental matters. Borrower will
  promptly  notify the Lender  upon  learning of any  noncompliance  or pending or
  threatened proceeding relating to any of the matters referred to herein.
  
  
  
  <PAGE>
  
  
  
       5. Negative  Covenants.  From this date until the Senior Note is repaid and
  the Loan Documents are terminated, Borrower shall not:
  
            (a)  Discontinue  its business,  sell a material part of its assets or
  liquidate,  sell,  transfer,  assign or  otherwise  dispose of any of its assets
  provided, however, that it may sell in the ordinary course of business and for a
  full  consideration  in money or money's  worth,  any  product,  merchandise  or
  service produced, marketed or furnished by it.
  
            (b) Sell,  assign,  pledge or grant a security  interest in any of its
  assets to any person  other than  Lender,  or permit  any lien,  encumbrance  or
  security interest to attach to any of itsassets except in favor of Lender.
  
            (c) Endorse,  guarantee or become  surety for the  obligations  of any
  person,  firm or  corporation,  except  that  Borrower  may  endorse  checks and
  negotiable  instruments  for  collection  or deposit in the  ordinary  course of
  business.
  
            (d) Make  any  loans or repay  any  existing  loans  made to it by its
  officers,  directors or stockholders other than the Term Loan, or make any loans
  or other  advances  of credit  to, or an equity  investment  in,  any  person or
  entity;  provided,  however, that Borrower may permit advances of as much as two
  (2) weeks salary to employees so long as the  aggregate  amount of such advances
  outstanding at any time does not exceed $5,000.
  
            (e) Change its name or consolidate or merge with any other corporation
  oracquire or purchase any equity interest in any other entity,  including shares
  of stock of other corporations, or acquire or purchase any assets or obligations
  of any other entity without the prior written consent of Lender.
  
            (f)  Amend  or  restate  or  otherwise   modify  its   Certificate  of
  Incorporation or Bylaws without the prior written consent of Lender.
  
            (g) Other than "at will"  employment  agreements  entered  into in the
  ordinary  course of business,  enter into any personal  service,  consulting  or
  other agreement with Lee, McDonald or other executive-level personnel.
  
       6.  Collateral.  All now  existing and  hereafter  arising  obligations  of
  Borrower to Lender (including, without limitation, the Term Note) are secured by
  a first lien and security  interest in all of the assets of Borrower pursuant to
  the Security  Agreement  (collectively  the  "Collateral").  Borrower  agrees to
  execute  or  cause  to be  executed  and  delivered  to  Lender  all  additional
  documentation  requested  by Lender to  evidence  or assure the  protection  and
  perfection of the Collateral and the  enforceability  against  Borrower of Borro
  wer's pledge of the Collateral toLender. The provisions of the various documents
  providing or relating to
  
  
  <PAGE>
  
  
  
  the Collateral and of the Loan Documents supplement and are in addition to those
  of this Loan Agreement and any  inconsistent  provisions shall be interpreted in
  all respects in favor of Lender.
  
       7.  Conditions to the Loans.  As conditions to Lender's  making the Initial
  Draw loan, at Lender's election, the following shall be satisfied:
  
            (a) Supporting Documents.  Borrower shall have delivered to Lender the
  following  documents duly and validly executed by the parties  thereto:  (i) the
  Term  Note;  (ii)  the  Security  Agreement  in the  form  attached  hereto  and
  incorporated  herein  as  Exhibit  C  (the  "Security  Agreement")  and  related
  financing  statements in form and substance  satisfactory  to Lender;  (iii) the
  Warrant; and (iv) such other documents reasonably requested by Lender.
  
            (b)  Certificates  of  Good  Standing  and  Secretary's   Certificate.
  Borrower shall have  delivered to Lender,  resolutions of the Board of Directors
  of Borrower  authorizing  the  borrowings  and grants of  security  contemplated
  hereunder and the execution and delivery by Borrower of this Loan  Agreement and
  the other Loan Documents,  all certified by the Secretary of Borrower or another
  officer  acceptable  to  Lender,   with  current  and  complete  copies  of  the
  Certificate of Incorporation and By Laws of Borrower.
  
            (c) Fees and  Expenses.  Borrower  shall  have paid to Lender all fees
  associated with the negotiation and preparation of the Loan Documents, including
  legal fees not in excess of Twelve Thousand Five Hundred Dollars ($12,500).
  
            (d) Other  Documents.  Borrower  shall have  delivered  to Lender such
  other documents and instruments as Lender may reasonably request.
  
       8. Events of Default; Collateral Realization.  The occurrence of any of the
  following  events  shall be an "Event of Default"  hereunder  and under the Loan
  Documents:
  
            (a)  Borrower does not pay or repay to Lender the Term
  Loan when due or declared due and payable;
  
            (b) Borrower violates any other agreement  contained herein, in any of
  the other Loan Documents, or in any other agreement or instrument running to the
  benefit of Lender to which  Borrower  is or  becomes a party and such  violation
  continues for fifteen (15) days after notice from Lender of such violations;
  
            (c) Any  representation  or warranty made by Borrower herein or in any
  of the other Loan Documents, any writings furnished to Lender in connection with
  the Loan  Agreement or in any other  agreement or instrument is false when made,
  or if Borrower  breaches the terms of any covenant  contained  herein, in any of
  the other Loan  Documents,  or in any  agreement  or  instrument  running to the
  benefit of the Lender to which Borrower is or becomes a party
  
  
  <PAGE>
  
  
  
  and such breach continues for fifteen (15) days after notice from Lender;
  
            (d)  Borrower  makes  an  assignment  for  the  benefit  of  creditors
  generally; or
  
            (e) Borrower  applies for the appointment of a trustee or receiver for
  all or part of its assets or  commence  any  proceedings  under any  bankruptcy,
  reorganization, arrangement, insolvency, dissolution or other liquidation law of
  any jurisdiction;  or any such application is filed, or any such proceedings are
  commenced,  against  Borrower and Borrower  indicates its  approval,  consent or
  acquiescence  thereto;  or an  order  is  entered  appointing  such  trustee  or
  receiver,  or  adjudicating  Borrower  bankrupt or  insolvent,  or approving the
  petition in any such  proceedings,  and such order  remains in effect for thirty
  (30) days.
  
            The  above  recitation  of  Events of  Default  supplement  and are in
  addition to any defaults specified in any of the other Loan Documents.
  
            If any Event of Default occurs, Lender may, accelerate the Obligations
  and any  other  obligations  of  Borrower  to  Lender  and  thereupon  all  such
  obligations  shall be  immediately  due and  payable,  and Lender shall have all
  rights  provided  herein  or in any of the other  Loan  Documents  or  otherwise
  provided  by law to  realize  on the  Collateral.  After  maturity,  whether  by
  acceleration or otherwise,  the Loans will bear interest  (computed and adjusted
  in the same manner,  and with the same effect, as interest on the Loans prior to
  maturity) payable on demand at a rate or rates otherwise borne by the Loans plus
  4% per annum,  in all cases until paid and whether  before or after the entry of
  any judgment thereon.
  
       9.   Miscellaneous.
  
            (a)  Amendment.  This Loan  Agreement  may not be amended  except in a
  written  agreement signed by an authorized  officer of Borrower and Lender.  Any
  variance from the terms of this Loan  Agreement and the other Loan  Documents is
  permitted  only with the prior  written  consent  of an  authorized  officer  of
  Lender.
  
            (b) Law; Jurisdiction; Venue. This Loan Agreement is deemed to be made
  in Georgia,  and all the rights and obligations of Borrower and Lender hereunder
  shall in all respects be governed by and construed in  accordance  with the laws
  of the State of Georgia,  including  all matters of  construction,  validity and
  performance.  Without  limitation  on the ability of Lender to exercise  all its
  rights to initiate and prosecute in any applicable  jurisdiction matters related
  to loan repayment,  the obligations hereunder, the Collateral and other security
  for the  obligations,  Borrower and Lender  agree that any action or  proceeding
  commenced  by or on behalf of the  parties  arising  out of or  relating  to the
  obligations and/or the loan documents,  the Collateral and/or any other security
  for the obligations, shall, at Lender's option, be commenced and
  
  
  <PAGE>
  
  
  
  maintained  in the  district  court of the  United  States for the  District  of
  Connecticut   or  any  other  court  of  applicable   jurisdiction   located  in
  Connecticut.
  
            (c) Delay. No delay,  omission or forbearance on the part of Lender in
  the  exercise  of any power or right  shall  operate as a waiver,  nor shall any
  single or partial delay, omission or forbearance limit the exercise of any other
  power  or  right.  The  rights  and  remedies  of  Lender  herein  provided  are
  cumulative, shall be interpreted in all respects in favor of Lender, and are not
  exclusive of any other rights or remedies provided by law.
  
            (d) Time Is of the Essence.  Time is of the essence in the performance
  of this Loan Agreement and the Loan Documents.
  
            (e) Notification.  Borrower agrees to immediately notify the Lender of
  any violation or breach of any representation,  warranty,  covenant or condition
  set forth herein or in any of the Loan Documents.
  
            (f) Release of Collateral.  Borrower acknowledges that Lender reserves
  the right not to release the  Collateral  until the date that is ninety one (91)
  days from the date the Senior  Note is repaid.  Notwithstanding  the  foregoing,
  Lender agrees to subordinate  the reserved lien to the lien of any source of the
  funds to repay the Senior Note on terms and conditions  reasonably acceptable to
  Lender and its counsel.
  
            (g)  Assignment.  Lender may assign  this Loan  Agreement,  the Senior
  Note, the Security  Agreement,  the Warrant and its rights hereunder only to any
  partnership,  firm,  corporation,  limited  liability  company  or other  entity
  controlled by John H. Laeri, Jr.
  
               (remainder of page intentionally blank)
  
  
  <PAGE>
  
  
  
       IN WITNESS  WHEREOF,  the parties have executed this Loan  Agreement on the
  date first set forth above.
  
  
                                GOLF TRAINING SYSTEMS, INC.
  
  
                                By:  S/ Daniel A. Gordon
                                --------------------------------
  
                                Name:  Daniel A. Gordon
  
                                Title:  Chief Executive Officer
  
  
  
                                S/ John H. Laeri, Jr.
                                --------------------------------
                                JOHN H. LAERI, JR.
  
  
  
  
  <PAGE>
  
  
                                                       
  
                                     Exhibit A.4
  
                Patent Collateral Assignment dated December 31, 1997
  
  
  
                            PATENT COLLATERAL ASSIGNMENT
  
       This  Agreement  is made as of the 31 day of  December,  1997  between GOLF
  TRAINING SYSTEMS, INC., a corporation having a mailing address at 3400 Corporate
  Way,  Suite G, Duluth,  Georgia  30136  ("Assignor")  and JOHN H. LAERI,  JR., a
  natural person having a mailing  address at 9 Burr Road,  Westport,  Connecticut
  06880-4220, and his assigns ("Lender").
  
           BACKGROUND.  Assignor has executed and  delivered  its Senior Note (the
  "Note") to the Lender in the maximum amount of $1,000,000 of even date herewith,
  pursuant to a certain Loan Agreement of even date herewith  between Assignor and
  the Lender (as amended from time to time,  the "Loan  Agreement").  Assignor has
  agreed to assign to Lender certain patent rights.
  
           NOW,  THEREFORE,  in  consideration  of the premises,  Assignor  hereby
  agrees with Lender as follows:
  
           1. To secure the complete and timely  satisfaction  of all  Obligations
  (as defined in the Security Agreement of even date herewith between Assignor and
  the Lender (the "Security  Agreement")),  Assignor  hereby  grants,  assigns and
  conveys to Lender  the entire  right,  title and  interest  in and to the patent
  applications  and  patents  listed  in  Schedule  A  hereto,  including  without
  limitation all proceeds thereof (such as, by way of example,  license  royalties
  and  proceeds of  infringement  suits),  the right to sue for past,  present and
  future  infringement  suits),  the right to sue for  past,  present  and  future
  infringements,  all rights  corresponding  thereto  throughout the world and all
  re-issues,     divisions,     continuations,     renewals,     extensions    and
  continuations-in-part thereof (collectively called the "Patents").
  
           2. Assignor covenants, warrants and represents to Lender that:
  
                    (a) The  Patents  are  subsisting  and have not been  adjudged
                    invalid  or  unenforceable,   in  whole  or  in  part  and  no
                    proceedings to invalidate the Patents are pending or have been
                    threatened;
  
                    (b)      To the best of Assignor's knowledge, each of the
                    Patents is valid and enforceable;
  
                    (c) Assignor is the sole and exclusive owner of the entire and
                    unencumbered  right,  title and interest in and to each of the
                    Patents,   free  and   clear  of  any   liens,   charges   and
                    encumbrances, including without limitation
  
  
  <PAGE>
  
  
                                                     
                    licenses, shop rights and covenants by Assignor not to
                    sue third persons; and
  
                    (d)  Assignor  has the  unqualified  right to enter  into this
                    Agreement and perform its terms and has entered and will enter
                    into  written  agreements  with each of its present and future
                    employees,  agents and  consultants  which  will  enable it to
                    comply with the covenants herein contained.
  
           Except has specifically set forth above, Assignor does not warrant that
  the Patents might not be declared invalid if challenged in court.
  
           3. Assignor agrees that,  until all of the Obligations  shall have been
  satisfied  in full,  it will not enter into any  agreement  (including,  without
  limitation,  any license or sublicense  agreement)  which is  inconsistent  with
  Assignor's  obligations  under this  Agreements,  without Lender's prior written
  consent.
  
           4. If,  before  the  Obligations  shall  have been  satisfied  in full,
  Assignor  shall  obtain  rights  to any new  patentable  inventions,  or  become
  entitled to the  benefit of any patent  application  or patent for any  reissue,
  division,  continuation,  renewal,  extension,  or  continuation-in-part  of any
  Patent or any  improvement  on any Patent,  the  provisions of Paragraph 1 shall
  automatically  apply  thereto and Assignor  shall give to Lender  prompt  notice
  thereof in writing hereof.
  
           5.  Assignor  authorizes  Lender to modify this  Agreement  by amending
  Schedule  A to include  any future  patents  and patent  applications  which are
  Patents under Paragraph 1 or Paragraph 4 hereof.
  
           6. Unless and until  there shall have  occurred  and be  continuing  an
  Event of Default (as defined in the Security Agreement), Lender hereby grants to
  Assignor the exclusive,  non-transferable  right and license to make, have made,
  use and sell the inventions  disclosed and claimed in the Patents for Assignor's
  own  benefit and  account  and for none  other.  Assignor  agrees not to sell or
  assign its interest in, or grant any sublicense  under,  the license  granted to
  Assignor in this Paragraph 6, without the prior written consent of Lender.
  
           7. If any Event of  Default  shall  have  occurred  and be  continuing,
  Assignor's  license  under  the  Patents  as set  forth in  Paragraph  6,  shall
  terminate forthwith,  and the Lender shall have, in addition to all other rights
  and remedies given it by this Agreement, those allowed by law and the rights and
  remedies of a secured party under the Uniform  Commercial Code as enacted in any
  jurisdiction  in which the  Patents may be located  and,  without  limiting  the
  generality  of the  foregoing,  the Lender may  immediately,  without  demand of
  performance  and without other notice (except as set forth next below) or demand
  whatsoever to Assignor,
  
                                                         
  
  <PAGE>
  
  
                                                       
  
  all of which are hereby expressly  waived,  and without  advertisement,  sell at
  public or  private  sale or  otherwise  realize  upon,  in  Atlanta,  Georgia or
  elsewhere,  the  whole  or from  time to time any  part of the  Patents,  or any
  interest  which the  Assignor may have  therein,  and after  deducting  from the
  proceeds the sale or other  disposition  of the Patents all expenses  (including
  all reasonable  expenses for brokers' fees and legal services),  shall apply the
  residue of such proceeds toward the payment of the Obligations. Any remainder of
  the proceeds after payment in full of the Obligations  shall be paid over to the
  Assignor.  Notice of any sale or other disposition of the Patents shall be given
  to  Assignor at least five (5) days  before the time of any  intended  public or
  private sale or other  disposition of the Patents is to be made,  which Assignor
  hereby agrees shall be reasonable notice of such sale or other  disposition.  At
  any such sale or other disposition, any holder of any Note or Lender may, to the
  extent  permissible  under applicable law, purchase the whole or any part of the
  Patents sold,  free from any right of redemption on the part of Assignor,  which
  right is hereby waived and released.
  
           8. At  such  time  as  Assignor  shall  completely  satisfy  all of the
  Obligations, Lender shall execute and deliver to Assignor all deeds, assignments
  and other  instruments as may be necessary or proper to re-vest in Assignor full
  title to the Patents,  subject to any  disposition  thereof  which may have been
  made by Lender  pursuant  hereto,  and release  this  Collateral  Assignment  in
  accordance with the Loan Agreement.
  
           9. Any and all fees,  costs and  expenses,  of whatever kind or nature,
  including the reasonable attorneys' fees and legal expenses,  incurred by Lender
  in connection  with the  preparation of this  Agreement and all other  documents
  relating  hereto  and  the  consummation  of this  transaction,  the  filing  or
  recording of any  documents  (including  all taxes in  connection  therewith) in
  public offices, the payment or discharge of any taxes, counsel fees, maintenance
  fees, encumbrances or otherwise protecting, maintaining, preserving the Patents,
  or in  defending or  prosecuting  any actions or  proceedings  arising out of or
  related to the Patents,  shall be borne and paid by Assignor on demand by Lender
  and until so paid shall be added to the principal  amount of the Obligations and
  shall bear interest at the rate prescribed in the Security Agreement.
  
           10. Assignor shall have the duty, through counsel acceptable to Lender,
  to prosecute  diligently any patent application of the Patents pending as of the
  date of this Agreement or thereafter until the Obligations  shall have been paid
  in full, to make  application  on unpatented  but  patentable  inventions and to
  preserve  and  maintain  all rights in patent  applications  and  patents of the
  Patents.  Any expenses  incurred in connection with such an application shall be
  borne by  Assignor.  The  Assignor  shall not abandon any right to file a patent
  application, or any pending
  
                                                          
  
  <PAGE>
  
  
                                                       
  
  patent  application or patent  without the consent of the Lender,  which consent
  shall not be unreasonably withheld.
  
           11.  Lender  shall have the right but in no way be  obligated  to bring
  suit in its own name to enforce the Patents and any license thereunder, in which
  event  Assignor  shall at the  request of Lender do any and all lawful  acts and
  execute  any  and  all  proper  documents  required  by  Lender  in aid of  such
  enforcement  and Assignor shall promptly,  upon demand,  reimburse and indemnify
  Agent for all costs  and  expenses  incurred  by Lender in the  exercise  of its
  rights under this Paragraph 11.
  
           12. No course of dealing between  Assignor and Lender,  nor any failure
  to exercise,  nor any delay in  exercising,  on the part of Lender,  any rights,
  power or privilege  hereunder or under the Security Agreement shall operate as a
  waiver thereof; nor shall any single or partial exercise of any rights, power or
  privilege hereunder or thereunder preclude any other or further exercise thereof
  or the exercise of any other right, power or privilege.
  
           13. All of Lender's  rights and  remedies  with respect to the Patents,
  whether  established  hereby  or by the  Security  Agreement,  or by  any  other
  agreements  or by law shall be  cumulative  and may be exercised  singularly  or
  concurrently.
  
           14. The provisions of this  Agreement are severable,  and if any clause
  or provision shall be held invalid and unenforceable in whole or in party in any
  jurisdiction,  then such invalidity or  unenforceability  shall affect only such
  clause or provision, or part thereof, in such jurisdiction, and shall not in any
  manner affect such clause or provision in any other  jurisdiction,  or any other
  clause or provision of this Agreement in any jurisdiction.
  
           15. This Agreement is subject to modification  only by a writing signed
  by the  parties,  except as  provided  in  Paragraph  5. This  Agreement  may be
  executed in  counterparts.  Any  telecopy or  facsimile  copy of this  Agreement
  signed by Assignor shall be for all purposes  equivalent to an original "wet ink
  copy" of this Agreement signed by Assignor.
  
           16. The  benefits  and  burdens of this  Agreement  shall  inure to the
  benefit of and be binding upon the respective  successors and permitted  assigns
  of the parties.
  
           17. The validity and  interpretation  of this  Agreement and the rights
  and obligations of the parties shall be governed by the laws of the Commonwealth
  or State of Georgia and the patent laws of the United States of America.
  
           WITNESS the  execution  hereof  under seal as of the day and year first
  above written.
  
  
                                                         
  
  <PAGE>
  
  
                                    Borrower:                  
                     
                                    GOLF TRAINING SYSTEMS, INC.
  
                                    By: /s/ Daniel A. Gordon
                                    -------------------------
                                    Title : Chief Executive Officer
  
                                            [Corporate Seal]
  
  
                                    Lender:
  
                                    /s/ John H. Laeri, Jr.
                                    -------------------------
                                    John H. Laeri, Jr.
     
  
                         
  
                                                          
  
  
  
  
                                                       
  
  
                                                             
  
                                                          
  
  <PAGE>
  
  
                                                       
  
  
  Schedule A to a Patent  Collateral  Assignment dated December 31, 1997,  between
  Golf Training Systems, Inc. and John H. Laeri, Jr.
  
         ------------------------------------------------------------------
  
  U.S. Patent 5,050,874
  Title:  Swing Training and Exercising Apparatus
  Inventor:  Robert E. Fitch
  Assignee:  Golf Training Systems, Inc.
  U.S. Serial No. 07/527,314, filed 05/23/90
  
  U.S. Patent 5,284,464
  Title:  Swing Training and Exercising Apparatus
  Inventor:  George P. Lee III & David B. Leadbetter
  Assignee:  Golf Training Systems, Inc.
  U.S. Serial No. 07/906,475, filed 06/30/92
  
  U.S. Design Patent No. D 378,767
  Title:  Golf Glove
  Inventor:  David B. Leadbetter
  Assignee:  Golf Training Systems, Inc.
  
  Title:  Putting Stroke Training Device
  Inventor:  David B. Leadbetter & George P. Lee III
  Assignee:  Golf Training Systems, Inc.
  
  
  
  
                                                         
  
  <PAGE>
  
  
                                                      
  
                     CERTIFICATE OF ACKNOWLEDGEMENT
  
  COMMONWEALTH OR STATE OF  :
  Georgia                   :
  COUNTY OF Fulton          :
  
       Before  me,  the  undersigned,  a  Notary  Public  in and  for  the  county
  aforesaid,  on this 5th day of  January,  1998,  personally  appeared  Daniel A.
  Gordon to me know personally,  and who, being by me duly sworn, deposes and says
  that he is the Chief Executive Officer of Golf Training Systems,  Inc., and that
  the seal  affixed to the  foregoing  instrument  is the  corporate  seal of said
  corporation,  and that said  instrument  was signed and sealed on behalf of said
  corporation  by authority of its Board of  Directors,  and said Daniel A. Gordon
  acknowledged said intrument to be the free act and deed of said corporation.
  
                                     /s/ Samuel F. Boyte
                                     ---------------------------
                                     Notary Public
  
                                     My commission espires:
                                     Notary Public, Fulton County, Georgia
                                     My Commission expires January 15, 2000
  
                                                          
  
  <PAGE>
  
  
                                                       
  
                     CERTIFICATE OF ACKNOWLEDGEMENT
  
  COMMONWEALTH OR STATE OF  :
  ________________________  :
  COUNTY OF ______________  :
  
            Before  me,  the  undersigned,  a Notary  Public in and for the county
       aforesaid,  on this ___ day of _______,  199_,  personally appeared John H.
       Laeri, Jr. to me know personally,  and who, being by me duly sworn, deposes
       and  says  that  said  instrument  was  signed  and  sealed  by him  and he
       acknowledged said intrument to be the free act and deed.
  
                                      ______________________________________
                                      Notary Public
  
  
                                      My Commission expires:
                                          
  <PAGE>
  
  
                                                       
  
                                     Exhibit B.
               Certificate of Designations of Series C Preferred Stock
  
  
  
                             GOLF TRAINING SYSTEMS, INC.
  
               CERTIFICATE OF DESIGNATIONS OF SERIES C PREFERRED STOCK
  
           Golf   Training   Systems,    Inc.,   a   Delaware   corporation   (the
  "Corporation"),  does  hereby  certify  that  the  Board  of  Directors  of  the
  Corporation, pursuant to authority expressly vested in the Board of Directors by
  its Certificate of Incorporation and in accordance with the General  Corporation
  Law of Delaware,  has adopted the following resolution creating a Series C issue
  of Preferred Stock:
  
           RESOLVED,  that Seventy Thousand  (70,000) of the 3,000,000  authorized
  shares  of  preferred  stock of the  Corporation  shall be  designated  Series C
  Preferred  Stock,  $.01 par  value per  share,  and shall  possess  the  rights,
  preferences and other terms as set forth below:
  
           1.  Designation  and Initial  Number.  The class of shares of Preferred
  Stock hereby  authorized shall be designated the "Series C Preferred  Stock". As
  used hereinafter,  the term "Preferred Stock" without designation shall refer to
  shares of Series C Preferred Stock. The initial number of such authorized shares
  of the Preferred  Stock shall be Fifty  Thousand  (50,000)  shares at a purchase
  price of $10.00 per share.
  
           2.  Dividends.  The  holders of the Series C  Preferred  Stock shall be
  entitled to receive,  when and as  declared  by the Board of  Directors,  out of
  funds at the time legally available for payment of dividends by the Corporation,
  a dividend at a rate equal to One and 20/100 Dollars ($1.20) per share per annum
  (computed on the basis of a 360-day year,  30-day  month) on a cumulative  basis
  from the date of issuance of such  shares,  which shall be payable  quarterly on
  January 31,  April 30, July 31, and October 31, in each year  commencing  on the
  first such  quarterly  date after  issuance,  before any dividends  shall be set
  apart or paid on any  other  class or series of  capital  stock for such  period
  other  than the  Corporation's  Series D  Preferred  Stock and six shares of the
  Corporation's  Series  B  Preferred  Stock.  The  Series  C  Preferred  Stock is
  subordinate to the  Corporation's  Series D Preferred Stock and on a parity with
  the  Corporation's  Series  B-1  Convertible   Preferred  Stock  in  payment  of
  dividends.  Dividends for each calendar  quarter  commencing prior to January 1,
  2000  shall not be paid in cash but shall  instead  be paid by the  issuance  of
  additional  shares of Series C Preferred  Stock,  valued for the payment of such
  dividends  at a  dividend  value of $10.00  per share.  If any  dividend  on the
  Preferred Stock shall for any reason not be
  
                                                          
  
  <PAGE>
  
  
                                                       
  
  paid at the time such  dividend  shall become due, then such dividend in arrears
  shall  be paid as  soon as  payment  of same  shall  be  permissible  under  the
  provisions  of the General  Corporation  Law of Delaware.  Until any dividend in
  arrears  is paid,  dividends  shall  continue  to accrue on each share at a rate
  equal to One and 50/100 Dollars  ($1.50) per share per annum on all dividends in
  arrears  commencing 10 days after the dividend  payment date until such dividend
  payments in full are made.
  
           For purposes of this Section 2, the date on which the Corporation shall
  initially issue the shares of Series C Preferred Stock shall be deemed to be the
  "date of issuance" of such shares  regardless of how many times transfer of such
  shares shall be made on stock records  maintained by or for the  Corporation and
  regardless  of the number of  certificates  which may be issued to evidence such
  shares (whether by reason of transfers of such shares or for any other reason).
  
           3. Redemption and Put Option.  Each holder, at its option,  may require
  the Corporation to redeem on a cumulative  basis up to one-third of the Series C
  Preferred Stock held by such holder on the fifth  anniversary,  up to two-thirds
  of the Series C Preferred Stock held by such holder (less any shares redeemed on
  the fifth anniversary) on the sixth anniversary,  and up to all of the remaining
  Series C Preferred  Stock held by such holder on the seventh  anniversary of the
  date of issuance of the outstanding Preferred Stock so redeemed upon at least 60
  days' prior written  notice to the  Corporation  by each holder of record of the
  Preferred Stock to be redeemed,  by the Corporation paying a redemption price of
  $10.00 per share of  Preferred  Stock,  plus all  accrued  and unpaid  dividends
  thereon,  at the  date  fixed  for  redemption,  in  cash,  for  each  share  of
  outstanding Preferred Stock so redeemed. Prior to the date fixed for redemption,
  each holder may elect to exercise its conversion rights under Section 5 hereof.
  
           4.  Liquidation  or  Dissolution.  The  Series  C  Preferred  Stock  is
  subordinate in liquidation  preference to the Corporation's  "Senior Securities"
  (which Senior  Securities  are limited to the  Corporation's  Series A Preferred
  Stock and Series D Preferred  Stock) and on a parity in  liquidation  preference
  with the  Corporation's  Series B-1  Convertible  Preferred  Stock (the  "Parity
  Securities").  In  the  event  of  any  voluntary  or  involuntary  liquidation,
  dissolution, or winding-up of the affairs of the Corporation, the holders of the
  issued and outstanding Series C Preferred Stock shall be entitled to receive for
  each share of  Preferred  Stock,  before any  distribution  of the assets of the
  Corporation shall be made to the holders of any other class or series of capital
  stock other than the Corporation's  Senior Securities,  a dollar amount equal to
  $10.00  per share of Series C  Preferred  Stock,  plus all  declared  and unpaid
  dividends thereon to the date fixed for distribution, without interest. If, upon
  such liquidation, dissolution, or winding-up, the assets of the
  
                                                         
  
  <PAGE>
  
  
                                                      
  
  Corporation  that are  distributable,  as  aforesaid,  among the  holders of the
  Series C Preferred  Stock (after  distribution  to holders of the  Corporation's
  Senior  Securities)  shall be insufficient to permit the payment to them of said
  amount,  the entire assets (after  distribution to holders of the  Corporation's
  Senior Securities) shall be distributed  ratably among the holders of the Series
  C Preferred  Stock and the Parity  Securities in proportion with the liquidation
  preferences due to each. A consolidation or merger of the  Corporation,  a share
  exchange, a sale, lease, exchange or transfer of all or substantially all of its
  assets as an entirety, or any purchase or redemption of stock of the Corporation
  of  any  class,  shall  not  be  regarded  as a  "liquidation,  dissolution,  or
  winding-up of the affairs of the Corporation" within the meaning of this Section
  4.
  
           5. Voluntary Conversion.  The holders of Series C Preferred Stock shall
  have the conversion rights as follows:
  
                    (A) Each holder of Series C Preferred Stock may at any time or
  from time to time  convert  such  Preferred  Stock into the Common  Stock of the
  Corporation,   on   presentation   and  surrender  to  the  Corporation  of  the
  certificate(s) of the Preferred Stock to be so converted.
  
                    (B) Each  holder of Series C  Preferred  Stock  shall have the
  right to convert such  Preferred  Stock into Common Stock of the  Corporation on
  and subject to the following terms and conditions:
  
                             (i)   Each share of Series C Preferred Stock shall be
  convertible  into that number of shares of Common Stock equal to $10.00  divided
  by $.30 per share of Common Stock (the "Conversion  Price"),  as may be adjusted
  as hereinafter provided.
  
                             (ii)     In order to voluntarily convert Series C
  Preferred Stock into Common Stock,  the holder thereof shall on any business day
  surrender at the office of the Corporation,  the  certificate(s) or certificates
  representing such shares, duly endorsed to the Corporation or in blank, and give
  written  notice to the  Corporation  at said office of the number of said shares
  which such  holder  elects to convert  pursuant to the form  attached  hereto as
  Exhibit  A.  Series C  Preferred  Stock  shall be deemed to have been  converted
  immediately  prior to the close of  business  on the day of such  surrender  for
  conversion, and the person(s) entitled to receive the Common Stock issuable upon
  such  conversion  shall be treated for all  purposes as the record  holder(s) of
  such Common Stock at such time. As promptly as  practicable on or after the date
  of any conversion,  the Corporation  shall issue and deliver the  certificate(s)
  representing  the number of shares of Common Stock issuable upon such conversion
  (together  with  cash  in  lieu of any  fraction  of a  share,  as  provided  in
  subparagraph (H) hereinbelow), to the person(s) entitled thereto. In the case of
  the conversion of only a part of the shares of any holder of Series C Preferred
  
                                                         
  
  <PAGE>
  
  
                                                       
  
  Stock,  the  Corporation  shall  also  issue and  deliver  to such  holder a new
  certificate  of Series C Preferred  Stock  representing  the number of shares of
  such Series C Preferred Stock not converted by such holder.
  
                    (C) The  Conversion  Price as  hereinabove  provided  shall be
  subject to adjustments as follows:
  
                             (i)      In case the Corporation shall (a) pay a
  dividend on its Common Stock in shares of its Common  Stock,  (b)  subdivide its
  outstanding  shares of Common Stock into a greater number of shares, (c) combine
  its  outstanding  shares of Common Stock into a lesser number of shares,  or (d)
  issue by  reclassification  of its  shares  of Common  Stock  any  shares of its
  capital  stock,  the  number of shares of Common  Stock  into which the Series C
  Preferred Stock is convertible,  in effect  immediately prior thereto,  shall be
  adjusted so that the holder of a share of Series C Preferred  Stock  surrendered
  for conversion after the record date fixing  shareholders to be affected by such
  event shall be entitled to  receive,  upon  conversion,  the number of shares of
  Common Stock which such holder would have owned or have been entitled to receive
  after the  happening  of such event had such share of Series C  Preferred  Stock
  been converted immediately prior to the record date in the case of such dividend
  or the  effective  date in the  case of any  such  subdivision,  combination  or
  reclassification.  An adjustment made pursuant to this subparagraph (C)(i) shall
  be made  whenever  any such events  shall  happen,  but shall  become  effective
  retroactively after such record date or such effective date, as the case may be,
  as to shares of Series C Preferred Stock  converted  between such record date or
  effective date and the date of happening of any such event.
  
                             (ii)  In case the Corporation shall, prior to October
  30,  2000,  (a) issue  rights or  warrants  to all  holders of the Common  Stock
  entitling  them to subscribe  for or purchase  shares of Common Stock at a price
  per share less than the Conversion  Price as in effect from time to time, or (b)
  issue or sell any shares of Common Stock (or be deemed to have issued any shares
  of Common Stock as provided herein),  without consideration or for consideration
  per share less than the Conversion Price, then in each case the Conversion Price
  in effect  immediately prior to such issuance  automatically and forthwith shall
  be adjusted or readjusted (to the nearest cent) as follows:
  
                                      (a)     The Conversion Price shall be
  automatically  lowered to the price per share which is less than the  Conversion
  Price (the  "Adjusted  Conversion  Price")  for that  number of shares of Common
  Stock into which the Series C  Preferred  Stock is  convertible  which  shall be
  calculated  by  multiplying  (i) the number of shares of Common Stock into which
  the Preferred  Stock is  convertible  prior to the  foregoing  adjustment to the
  Conversion Price by (ii) a fraction whose numerator is the lesser of (aa) the
  
                                                         
  
  <PAGE>
  
  
                                                       
  
  below  described  denominator or (bb) the total number of shares of Common Stock
  sold or deemed to be sold in a subsequent  transaction and whose  denominator is
  the number of shares of Common Stock into which the Series C Preferred Stock was
  originally convertible. The balance of the shares of Common Stock into which the
  Series C Preferred Stock is convertible shall continue subject to the Conversion
  Price in effect prior to the foregoing adjustment to the Conversion Price.
  
                                     (b)In the event there is any subsequent event
  under this  subparagraph  (C)(ii) which triggers an adjustment to the Conversion
  Price as provided  herein,  the adjustment to the  Conversion  Price shall first
  affect those shares of Common Stock of the  Corporation  to which the  Preferred
  Stock is convertible which have not been subject to adjustment hereunder and any
  adjustment(s)  thereafter  shall first  affect those shares of Common Stock with
  the highest Adjusted Conversion Price.
  
                             (iii)        For the purpose of any adjustment of the
  number of shares of Common Stock  purchasable  on the conversion of the Series C
  Preferred  Stock pursuant to this Section 5, the following  provisions  shall be
  applicable:
  
                                      (a)    In the case of the issuance of Common
  Stock for cash, the consideration received upon such issuance shall be deemed to
  be the gross amount of cash paid therefor.
  
                                      (b)    In the case of the issuance of Common
  Stock for a consideration in whole or in part other than cash, the consideration
  received  upon such  issuance  other  than  cash  shall be deemed to be the fair
  market value thereof.
  
                                      (c)    In the case of the issuance of Common
  Stock without consideration, the consideration received upon such issuance shall
  be deemed to be $0.01 per share.
  
                   (d) In the case of the issuance of (I) options
  to purchase or rights to subscribe  for Common Stock,  (II)  securities by their
  terms  convertible  into or  exchangeable  for Common Stock or (III)  options to
  purchase or rights to subscribe for such convertible or exchangeable securities:
  
                                              (1) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon the exercise of such options to
                                              purchase or rights to subscribe  for
                                              Common Stock shall be deemed to have
                                              been issued at the time such options
                                              or  rights  were  issued  and  for a
                                              consideration     equal    to    the
                                              consideration,  if any,  received by
                                              the Corporation upon the issuance of
                                              such  options  or  rights  plus  the
                                              minimum
  
                                                         
  
  <PAGE>
  
  
                                                      
  
                                           purchase price provided in such options
                                           or rights for the Common Stock covered
                                           thereby; and
  
                                              (2) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon  conversion  of or in  exchange
                                              for   any   such    convertible   or
                                              exchangeable  securities or upon the
                                              exercise  of options to  purchase or
                                              rights   to   subscribe   for   such
                                              convertible     or      exchangeable
                                              securities and subsequent conversion
                                              or exchange  thereof shall be deemed
                                              to have been issued at the time such
                                              securities   were   issued  or  such
                                              options  or rights  were  issued and
                                              for a  consideration  equal  to  the
                                              consideration,  if any,  received by
                                              the   Corporation   for   any   such
                                              securities  and  related  options or
                                              rights  (excluding any cash received
                                              on account of  accrued  interest  or
                                              accrued    dividends),    plus   the
                                              additional consideration, if any, to
                                              be received by the Corporation  upon
                                              the  conversion  or exchange of such
                                              securities  or the  exercise  of any
                                              related options or rights.
  
                             (iv)     All adjustments under this subparagraph (C)
  shall be made to the nearest cent.
  
                    (D) No adjustment of the Conversion Price shall be made in any
  of the following cases:
  
                             (i)      upon the grant or exercise of stock options
  hereafter  granted,  or upon the  issuance of shares upon  exercise of rights to
  purchase shares under any employee,  officer, or director stock option plans now
  or  hereafter  authorized,  to the extent  that the  aggregate  of the number of
  shares which may be  purchased  under such option plans is less than or equal to
  15 percent of the number of shares of Common Stock  outstanding  on January 1 of
  the year of the grant;
  
                             (ii)     shares of Common Stock issued upon the
  conversion  of this  Series  C  Preferred  Stock  or any  presently  outstanding
  convertible   security  of  the  Corporation  or  the  Corporation's   Series  D
  Convertible Preferred Stock;
  
                             (iii)       shares issued by way of dividend or other
  distribution  on Common Stock  excluded from the  calculation  of the adjustment
  under this subparagraph (D) or on Common Stock resulting from any subdivision or
  combination of Common Stock so excluded; or
  
  
                                                          
  
  <PAGE>
  
  
                                                       
  
                             (iv)  shares issued pursuant to all stock options and
  warrants outstanding on the date of filing of this instrument in
  the office of the Secretary of State in accordance with the
  provisions of the General Corporation Law of Delaware or warrants
  issued to the designee of John H. Laeri, Jr. for an aggregate of
  five million (5,000,000) shares of the Corporation's Common Stock.
  
                    (E)  Whenever  the  Conversion  Price is  adjusted  as  herein
  provided,  the  Corporation  shall  prepare  a  certificate  signed by the chief
  financial officer of the Corporation setting forth the Adjusted Conversion Price
  and showing in reasonable  detail the facts upon which such adjustment is based.
  As  promptly  as  practicable,  the  Corporation  shall  cause  a  copy  of  the
  certificate  referred to in this subparagraph (E) to be mailed to each holder of
  record of issued and  outstanding  Preferred Stock at the address of such holder
  appearing on the Corporation's books.
  
                    (F) The Corporation shall pay all taxes that may be payable in
  respect of the issue or  delivery of Common  Stock on  conversion  of  Preferred
  Stock pursuant hereto, but shall not pay any tax which may be payable in respect
  of any transfer involved in the issue and delivery of the Common Stock in a name
  other than that in which the Preferred Stock so converted was registered, and no
  such issue or delivery shall be made unless and until the person requesting such
  issue  has  paid  to  the  Corporation  the  amount  of  any  such  tax,  or has
  established,  to the  satisfaction  of the  Corporation,  that such tax has been
  paid.
  
                    (G) Upon  conversion  of any shares of  Preferred  Stock,  the
  holders of the shares of Preferred  Stock so converted  shall not be entitled to
  receive any dividends  declared  with respect to such shares of Preferred  Stock
  unless such dividends shall have been declared by the Board of Directors and the
  record date for such dividends shall have been on or before the date such shares
  shall have been converted.  No payment or adjustment shall be made on account of
  dividends  declared  and payable to holders of Common  Stock of record on a date
  prior to the date of conversion.
  
                    (H) No  fractional  shares  or scrip  representing  fractional
  shares shall be issued upon the  conversion  of any shares of Series C Preferred
  Stock.  If more than one share of Series C Preferred  Stock shall be surrendered
  for  conversion  at one time by the  same  holder,  the  number  of full  shares
  issuable upon conversion thereof shall be computed on the basis of the aggregate
  number of such shares so surrendered. If the conversion of any share of Series C
  Preferred  Stock  results  in a  fraction,  an  amount  equal  to such  fraction
  multiplied  by the  current  market  price  of the  Common  Stock  on the day of
  conversion shall be paid to such holder in cash by the Corporation.
  
                    (I) The  Corporation  shall  at all  times  reserve  and  keep
  available, free from preemptive rights, out of its authorized
  
                                                          
  
  <PAGE>
  
  
                                                      
  
  Common  Stock,  for the purpose of effecting  the  conversion  of the issued and
  outstanding  Series C Preferred Stock, the full number of shares of Common Stock
  then  deliverable  in the event and upon the  conversion of all of the Preferred
  Stock then  issued and  outstanding.  All  shares of Common  Stock  which may be
  issued upon conversion of Preferred Stock shall be fully paid and nonassessable.
  
           6.       Mandatory Conversion.
  
                    (A) The Corporation  may, at its option,  require all (but not
  less than all) the shares of Preferred  Stock then  outstanding  to be converted
  automatically  into shares of Common Stock,  at the Conversion Rate set forth in
  Paragraph 5 hereof, upon the occurrence of any of the following:
  
                             (i)     Upon conversion of at least 67 percent of the
  shares of Series C Preferred Stock issued hereunder outstanding
  into shares of Common Stock; or
  
                             (ii)     The approval by the holders of Series C
  Preferred   Stock  and  the   Corporation's   Common  Stock  of  the  merger  or
  consolidation  of the  Corporation  with an entity over which the holders of the
  Corporation's  Common  Stock do not have,  collectively,  at least  seventy-five
  percent (75%), directly or indirectly, the voting control that they had over the
  Corporation prior to such transaction.
  
                    (B) All  holders  of record  of  shares of Series C  Preferred
  Stock  will be given at least ten (10)  days  prior  written  notice of the date
  fixed and the place  designated for such mandatory  conversion of such shares of
  Preferred Stock pursuant to the provisions  hereof.  Such notice will be sent by
  first class or registered mail, postage prepaid, to each record holder of Series
  C Preferred  Stock and such  holder's  address  last shown on the  Corporation's
  records.  On or before the date fixed for  conversion,  each holder of shares of
  Series C Preferred  Stock shall surrender his or its certificate or certificates
  for all such shares to the  Corporation at the place  designated in such notice,
  and shall  thereafter  receive  certificates  for the number of shares of Common
  Stock to which such holder is entitled pursuant to the terms hereof. On the date
  fixed for such  mandatory  conversion,  all rights with respect to the Preferred
  Stock so  converted  will  terminate,  except  only the  rights  of the  holders
  thereof,  upon  surrender of their  certificate  or  certificates  therefor,  to
  receive  certificates  for the number of shares of Common  Stock into which such
  Series C Preferred stock has been converted. If so requested by the Corporation,
  certificates  surrendered  for such  mandatory  conversion  shall be endorsed or
  accompanied  by  written   instrument  or  instruments  of  transfer,   in  form
  satisfactory to the  Corporation,  duly executed by the registered  holder or by
  his or its attorney duly authorized in writing. As soon as practicable
  
                                                          
  
  <PAGE>
  
  
                                                       
  
  after the date of such mandatory conversion and the surrender of the certificate
  or certificates for Preferred  Stock,  the Corporation  shall cause to be issued
  and delivered to such holder,  or on his or its written  order, a certificate or
  certificates  for the number of full  shares of Common  Stock  issuable  on such
  mandatory  conversion  in  accordance  with the  provisions  hereof  and cash as
  provided  hereinabove  with  respect to any  fraction of a share of Common Stock
  otherwise issuable upon such mandatory conversion.
  
                    (C) All certificates  evidencing  shares of Series C Preferred
  Stock  which  are  required  to  be  surrendered  for  mandatory  conversion  in
  accordance  with the  provisions  hereof  shall,  from and  after  the date such
  certificates are so required to be surrendered,  be deemed to have been returned
  and canceled and the shares of Preferred  Stock  represented  thereby  converted
  into Common Stock for all purposes, notwithstanding the failure of the holder or
  holders  thereof to surrender  such  certificates  on or prior to such date. The
  Corporation may thereafter take such  appropriate  action as may be necessary to
  reduce the authorized Preferred Stock accordingly.
  
           7. Voting Rights.  In addition to the rights otherwise  provided herein
  or by law,  shares of Series C  Preferred  Stock shall have the right to vote on
  any matter to be voted on by the holders of the Common Stock of the Corporation.
  For the  purposes  of voting on any matter to be voted on by the  holders of the
  Common  Stock of the  Corporation,  the vote per share of the Series C Preferred
  Stock shall be determined as follows:
  
           vote per                           x - z
           Preferred Share                    =                 y
  
  where
           x = the number of issued and outstanding shares of the
                    Corporation's Common Stock,
  and
           y = the number of issued and  outstanding  shares of the  Corporation's
  Series C Preferred Stock,
  
           z = the number of issued and  outstanding  shares of the  Corporation's
  Common  Stock  attributable  to  conversion  of the Series C Preferred  Stock to
  Common Stock
  
  with
            x and y and z to be determined as of the record date of the respective
  shareholder  vote and  without  including  shares  held in the  treasury  of the
  Corporation.
  
  Moreover,  the holders of the Series C  Preferred  Stock shall have the right to
  vote as a class in the event  of,  and a  two-thirds  majority  of the  Series C
  Preferred  Stock shall be required  for  approval  of, any  proposal (i) for the
  Corporation to issue any
  
                                                         
  
  <PAGE>
  
  
                                                       
  
  class of securities (or to increase the shares authorized for any existing class
  of  securities) or to issue any warrant or option for such  securities,  (ii) to
  terminate the Corporation's employment of Wayne C. McDonald, Daniel A. Gordon or
  George P. Lee III or (iii) to enter into any agreement for the employment of any
  additional member of senior management.
  
           8.       Registration Rights.  Shares of Series C Preferred Stock
  shall have no registration rights in connection with federal and
  state securities laws.
  
           9.  Changes  Affecting   Preferred  Stock.  The  rights,   preferences,
  privileges  and  restrictions  granted to or imposed upon the Series C Preferred
  Stock may not be amended, altered or repealed, and no class or series of capital
  stock or  securities  convertible  into  capital  stock  other than the Series D
  Convertible Preferred Stock shall be authorized which has superior rights to the
  Preferred  Stock as to dividends  or  distribution  of assets upon  liquidation,
  without  the  consent of the  holders of at least 67 percent of the  outstanding
  shares of Series C Preferred Stock.
  
           10. No Implied Limitations. Nothing herein shall limit, by inference or
  otherwise,  the  discretionary  right of the Board of Directors to divide any or
  all of the shares of any  preferred or special  classes into series and,  within
  the limitations set forth under the General Corporation Law of Delaware,  to fix
  and determine the relative rights and preferences of the shares of any series so
  established,  to the full extent provided in the Certificate of Incorporation of
  the Corporation.
  
           11.  General  Provisions.  In  addition  to the above  provisions  with
  respect to the Series C Preferred  Stock, the Corporation will not avoid or seek
  to avoid  the  observance  or  performance  of any of the  provisions  and terms
  hereunder  and will at all times in good faith  carry out all of the  provisions
  and terms of this instrument.
  
  
           12.  Notices.  All  notices  required or  permitted  to be given by the
  Corporation  with  respect to the Series C Preferred  Stock shall be in writing,
  and if delivered by first class United  States  mail,  postage  prepaid,  to the
  holders of the Series C Preferred  Stock at their last  addresses  as they shall
  appear upon the books of the Corporation, shall be conclusively presumed to have
  been duly given,  whether or not the shareholder  actually receives such notice;
  provided,  however, that failure to duly give such notice by mail, or any defect
  in such notice, to the holders of any stock designated for redemption, shall not
  affect the validity of the proceedings for the redemption of any other shares of
  Preferred Stock.
  
           IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
  Designation of Series C Preferred Stock to be
  
                                                          
  
  <PAGE>
  
  
                                                      
  
  executed and  acknowledged  by its duly  authorized  officers as of December 31,
  1997.
  
                                         GOLF TRAINING SYSTEMS, INC.
  
                                         By: /s/ Daniel A. Gordon
                                         ------------------------
                                         Daniel A. Gordon
  
  
                                         Attest: /s/ Thomas Adams
                                         ------------------------
                                         Title: Assistant Secretary      
  
  
              
  
                                                          
  
  <PAGE>
  
  
                                                      
  
                                NOTICE OF CONVERSION
  
                      (To be Executed by the Registered Holder
                      in order to Convert the Preferred Stock)
  
  The undersigned  hereby  irrevocably  elects to convert  ____________  shares of
  Series C Preferred Stock,  represented by stock certificate No(s).  ____________
  (the  "Preferred  Stock  Certificates")  into  shares of common  stock  ("Common
  Stock")  of  GOLF  TRAINING  SYSTEMS,  INC.  (the  "Company")  according  to the
  conditions of the Certificate of Designation of Series C Preferred  Stock, as of
  the date written below. If shares are to be issued in the name of a person other
  than the  undersigned,  the undersigned will pay all transfer taxes payable with
  respect  thereto and is delivering  herewith such  certificates.  No fee will be
  charged to the Holder for any  conversion,  except for transfer taxes, if any. A
  copy of each Preferred Stock Certificates is attached hereto.*
  
  The undersigned acknowledges that all offers and sales by the undersigned of the
  shares of Common Stock issuable to the undersigned upon conversion of the Series
  C Preferred  Stock must be made  pursuant to  registration  of the Common  Stock
  under the  Securities  Act of 1933,  as amended  (the  "Act") or  pursuant to an
  exemption from registration under the Act.
  
  
  
                                        Date of Conversion: _____________________
  
  
                                        Applicable Conversion Price: ____________
  
                                        Number of Shares of
                                        Common Stock to be Issued:_______________
  
  
                                        Signature:_______________________________
  
  
                                        Name: ___________________________________
  
  
                                        Address:_________________________________
                                                                
                                                _________________________________ 
  
  
  
  
  
                                                         
  
                                                     
  * No Shares of Common Stock will be issued until the original Series C Preferred
  Stock  Certificate(s)  to be converted and the Notice of Conversion are received
  by the Company or its Transfer Agent.
  
  
                                                         
  
  <PAGE>
  
  
                                                       
  
                                     Exhibit C.
  
               Certificate of Designations of Series D Preferred Stock
  
  
                             GOLF TRAINING SYSTEMS, INC.
  
               CERTIFICATE OF DESIGNATIONS OF SERIES D PREFERRED STOCK
  
           Golf   Training   Systems,    Inc.,   a   Delaware   corporation   (the
  "Corporation"),  does  hereby  certify  that  the  Board  of  Directors  of  the
  Corporation, pursuant to authority expressly vested in the Board of Directors by
  its Certificate of Incorporation and in accordance with the General  Corporation
  Law of Delaware,  has adopted the following resolution creating a Series D issue
  of Preferred Stock:
  
           RESOLVED,  that Seven Hundred Fifty Thousand (750,000) of the 3,000,000
  authorized  shares of preferred  stock of the  Corporation  shall be  designated
  Series D  Preferred  Stock,  $.01 par value per  share,  and shall  possess  the
  rights, preferences and other terms as set forth below:
  
           1.  Designation  and Initial  Number.  The class of shares of Preferred
  Stock hereby  authorized shall be designated the "Series D Preferred  Stock". As
  used hereinafter,  the term "Preferred Stock" without designation shall refer to
  shares of Series D Preferred Stock. The initial number of such authorized shares
  of the  Preferred  Stock shall be Six Hundred Ten Thousand  shares at a purchase
  price of $1.00 per share.  The Corporation is not authorized to issue any of the
  Series D  Preferred  Stock  until  the  Corporation  no  longer  has any  shares
  remaining outstanding of its Series A Convertible Preferred Stock.
  
           2.  Dividends.  The  holders of the Series D  Preferred  Stock shall be
  entitled to receive,  when and as  declared  by the Board of  Directors,  out of
  funds at the time legally available for payment of dividends by the Corporation,
  a dividend at a rate equal to twelve cents ($.12) per share per annum  (computed
  on the basis of a 360-day  year,  30-day  month) on a cumulative  basis from the
  date of issuance of such shares, which shall be payable quarterly on January 31,
  April 30,  July 31, and October  31, in each year  commencing  on the first such
  quarterly date after  issuance,  before any dividends shall be set apart or paid
  on any other  class or series of  capital  stock for such  period.  The Series D
  Preferred  Stock  will  have  priority  over any  other  series  or class of the
  Corporation's  capital  stock in payment of  dividends.  If any  dividend on the
  Preferred Stock shall for any reason not be paid at the time such dividend shall
  become due,  then such  dividend in arrears  shall be paid as soon as payment of
  same shall be permissible under the provisions of the General Corporation Law of
  Delaware. Until any dividend in arrears is paid, dividends shall
  
  
  <PAGE>
  
  
                                                      
  
  continue  to accrue on each share at a rate equal to  fifteen  cents  ($.15) per
  share  per  annum on all  dividends  in  arrears  commencing  10 days  after the
  dividend payment date until such dividend payments in full are made.
  
           For purposes of this Section 2, the date on which the Corporation shall
  initially issue the shares of Series D Preferred Stock shall be deemed to be the
  "date of issuance" of such shares  regardless of how many times transfer of such
  shares shall be made on stock records  maintained by or for the  Corporation and
  regardless  of the number of  certificates  which may be issued to evidence such
  shares (whether by reason of transfers of such shares or for any other reason).
  
           3. Redemption and Put Option.  Each holder, at its option,  may require
  the  Corporation to redeem on a cumulative  basis up to one-half of the Series D
  Preferred Stock held by such holder on the third  anniversary,  and up to all of
  the remaining  Preferred Stock held by such holder on the fourth  anniversary of
  the date of  issuance of the  outstanding  Preferred  Stock so redeemed  upon at
  least 60 days' prior written notice to the  Corporation by each holder of record
  of the Preferred Stock to be redeemed,  by the  Corporation  paying a redemption
  price of $1.00  per  share of  Preferred  Stock,  plus all  accrued  and  unpaid
  dividends thereon, at the date fixed for redemption,  in cash, for each share of
  outstanding Preferred Stock so redeemed. Prior to the date fixed for redemption,
  each holder may elect to exercise its conversion rights under Section 5 hereof.
  
           4.  Liquidation  or  Dissolution.  In the  event  of any  voluntary  or
  involuntary  liquidation,  dissolution,  or  winding-up  of the  affairs  of the
  Corporation,  the holders of the issued and outstanding Series D Preferred Stock
  shall be  entitled  to receive  for each share of  Preferred  Stock,  before any
  distribution  of the assets of the  Corporation  shall be made to the holders of
  any other class or series of capital  stock,  a dollar amount equal to $1.00 per
  share of Series D  Preferred  Stock,  plus all  declared  and  unpaid  dividends
  thereon to the date fixed for  distribution,  without  interest.  If,  upon such
  liquidation,  dissolution, or winding-up, the assets of the Corporation that are
  distributable,  as aforesaid,  among the holders of the Series D Preferred Stock
  shall be insufficient  to permit the payment to them of said amount,  the entire
  assets shall be distributed  ratably among the holders of the Series D Preferred
  Stock. A consolidation or merger of the Corporation,  a share exchange,  a sale,
  lease,  exchange  or transfer  of all or  substantially  all of its assets as an
  entirety,  or any  purchase or  redemption  of stock of the  Corporation  of any
  class,  shall not be regarded as a "liquidation,  dissolution,  or winding-up of
  the affairs of the Corporation" within the meaning of this Section 4.
  
           5. Voluntary Conversion.  The holders of Series D Preferred Stock shall
  have the conversion rights as follows:
  
  
                                                          
  
  <PAGE>
  
  
                                                       
  
                    (A) Each holder of Series D Preferred Stock may at any time or
  from time to time  convert  such  Preferred  Stock into the Common  Stock of the
  Corporation,   on   presentation   and  surrender  to  the  Corporation  of  the
  certificate(s) of the Preferred Stock to be so converted.
  
                    (B) Each  holder of Series D  Preferred  Stock  shall have the
  right to convert such  Preferred  Stock into Common Stock of the  Corporation on
  and subject to the following terms and conditions:
  
                             (i)   Each share of Series D Preferred Stock shall be
  convertible into that number of shares of Common Stock equal to $1.00 divided by
  $.30 per share of Common Stock (the "Conversion  Price"),  as may be adjusted as
  hereinafter provided.
  
                             (ii)     In order to voluntarily convert Series D
  Preferred Stock into Common Stock,  the holder thereof shall on any business day
  surrender at the office of the Corporation,  the  certificate(s) or certificates
  representing such shares, duly endorsed to the Corporation or in blank, and give
  written  notice to the  Corporation  at said office of the number of said shares
  which such  holder  elects to convert  pursuant to the form  attached  hereto as
  Exhibit  A.  Series D  Preferred  Stock  shall be deemed to have been  converted
  immediately  prior to the close of  business  on the day of such  surrender  for
  conversion, and the person(s) entitled to receive the Common Stock issuable upon
  such  conversion  shall be treated for all  purposes as the record  holder(s) of
  such Common Stock at such time. As promptly as  practicable on or after the date
  of any conversion,  the Corporation  shall issue and deliver the  certificate(s)
  representing  the number of shares of Common Stock issuable upon such conversion
  (together  with  cash  in  lieu of any  fraction  of a  share,  as  provided  in
  subparagraph (H) hereinbelow), to the person(s) entitled thereto. In the case of
  the  conversion of only a part of the shares of any holder of Series D Preferred
  Stock,  the  Corporation  shall  also  issue and  deliver  to such  holder a new
  certificate  of Series D Preferred  Stock  representing  the number of shares of
  such Series D Preferred Stock not converted by such holder.
  
                    (C) The  Conversion  Price as  hereinabove  provided  shall be
  subject to adjustments as follows:
  
                             (i)      In case the Corporation shall (a) pay a
  dividend in shares of its Common Stock, (b) subdivide its outstanding  shares of
  Common Stock into a greater number of shares, (c) combine its outstanding shares
  of Common Stock into a lesser number of shares, or (d) issue by reclassification
  of its shares of Common  Stock any shares of its  capital  stock,  the number of
  shares of Common Stock into which the Series D Preferred  Stock is  convertible,
  in effect  immediately prior thereto,  shall be adjusted so that the holder of a
  share of Series D Preferred Stock  surrendered  for conversion  after the record
  date fixing
  
                                                          
  
  <PAGE>
  
  
                                                       
  
  shareholders  to be affected  by such event  shall be entitled to receive,  upon
  conversion,  the number of shares of Common  Stock which such holder  would have
  owned or have been  entitled to receive  after the  happening  of such event had
  such share of Series D Preferred Stock been converted  immediately  prior to the
  record date in the case of such  dividend or the  effective  date in the case of
  any such  subdivision,  combination  or  reclassification.  An  adjustment  made
  pursuant to this  subparagraph  (C)(i)  shall be made  whenever  any such events
  shall happen, but shall become effective retroactively after such record date or
  such  effective  date,  as the case may be, as to  shares of Series D  Preferred
  Stock  converted  between  such  record date or  effective  date and the date of
  happening of any such event.
  
                             (ii)  In case the Corporation shall, prior to October
  30,  2000,  (a) issue  rights or  warrants  to all  holders of the Common  Stock
  entitling  them to subscribe  for or purchase  shares of Common Stock at a price
  per share less than the Conversion  Price as in effect from time to time, or (b)
  issue or sell any shares of Common Stock (or be deemed to have issued any shares
  of Common Stock as provided herein),  without consideration or for consideration
  per share less than the Conversion Price, then in each case the Conversion Price
  in effect  immediately prior to such issuance  automatically and forthwith shall
  be adjusted or readjusted (to the nearest cent) as follows:
  
                                      (a)     The Conversion Price shall be
  automatically  lowered to the price per share which is less than the  Conversion
  Price (the  "Adjusted  Conversion  Price")  for that  number of shares of Common
  Stock into which the Series D  Preferred  Stock is  convertible  which  shall be
  calculated  by  multiplying  (i) the number of shares of Common Stock into which
  the Preferred  Stock is  convertible  prior to the  foregoing  adjustment to the
  Conversion  Price by (ii) a fraction  whose  numerator is the lesser of (aa) the
  below  described  denominator or (bb) the total number of shares of Common Stock
  sold or deemed to be sold in a subsequent  transaction and whose  denominator is
  the number of shares of Common Stock into which the Series D Preferred Stock was
  originally convertible. The balance of the shares of Common Stock into which the
  Series D Preferred Stock is convertible shall continue subject to the Conversion
  Price in effect prior to the foregoing adjustment to the Conversion Price.
  
                                     (b)In the event there is any subsequent event
  under this  subparagraph  (C)(ii) which triggers an adjustment to the Conversion
  Price as provided  herein,  the adjustment to the  Conversion  Price shall first
  affect those shares of Common Stock of the  Corporation  to which the  Preferred
  Stock is convertible which have not been subject to adjustment hereunder and any
  adjustment(s)  thereafter  shall first  affect those shares of Common Stock with
  the highest Adjusted Conversion Price.
  
  
                                                          
  
  <PAGE>
  
  
                                                      
  
                             (iii)        For the purpose of any adjustment of the
  number of shares of Common Stock  purchasable  on the conversion of the Series D
  Preferred  Stock pursuant to this Section 5, the following  provisions  shall be
  applicable:
  
                                      (a)    In the case of the issuance of Common
  Stock for cash, the consideration received upon such issuance shall be deemed to
  be the gross amount of cash paid therefor.
  
                                      (b)    In the case of the issuance of Common
  Stock for a consideration in whole or in part other than cash, the consideration
  received  upon such  issuance  other  than  cash  shall be deemed to be the fair
  market value thereof.
  
                                      (c)    In the case of the issuance of Common
  Stock without consideration, the consideration received upon such issuance shall
  be deemed to be $0.01 per share.
  
                   (d) In the case of the issuance of (I) options
  to purchase or rights to subscribe  for Common Stock,  (II)  securities by their
  terms  convertible  into or  exchangeable  for Common Stock or (III)  options to
  purchase or rights to subscribe for such convertible or exchangeable securities:
  
                                              (1) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon the exercise of such options to
                                              purchase or rights to subscribe  for
                                              Common Stock shall be deemed to have
                                              been issued at the time such options
                                              or  rights  were  issued  and  for a
                                              consideration     equal    to    the
                                              consideration,  if any,  received by
                                              the Corporation upon the issuance of
                                              such  options  or  rights  plus  the
                                              minimum  purchase  price provided in
                                              such   options  or  rights  for  the
                                              Common Stock covered thereby; and
  
                                              (2) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon  conversion  of or in  exchange
                                              for   any   such    convertible   or
                                              exchangeable  securities or upon the
                                              exercise  of options to  purchase or
                                              rights   to   subscribe   for   such
                                              convertible     or      exchangeable
                                              securities and subsequent conversion
                                              or exchange  thereof shall be deemed
                                              to have been issued at the time such
                                              securities   were   issued  or  such
                                              options  or rights  were  issued and
                                              for a  consideration  equal  to  the
                                              consideration,  if any,  received by
                                              the   Corporation   for   any   such
                                              securities
  
                                                         
  
  <PAGE>
  
  
                                                       
  
                                              and   related   options   or  rights
                                              (excluding   any  cash  received  on
                                              account  of  accrued   interest   or
                                              accrued    dividends),    plus   the
                                              additional consideration, if any, to
                                              be received by the Corporation  upon
                                              the  conversion  or exchange of such
                                              securities  or the  exercise  of any
                                              related options or rights.
  
                             (iv)     All adjustments under this subparagraph (C)
  shall be made to the nearest cent.
  
                    (D) No adjustment of the Conversion Price shall be made in any
  of the following cases:
  
                             (i)      upon the grant or exercise of stock options
  hereafter  granted,  or upon the  issuance of shares upon  exercise of rights to
  purchase shares under any employee,  officer, or director stock option plans now
  or  hereafter  authorized,  to the extent  that the  aggregate  of the number of
  shares which may be  purchased  under such option plans is less than or equal to
  15 percent of the number of shares of Common Stock  outstanding  on January 1 of
  the year of the grant;
  
                             (ii)     shares of Common Stock issued upon the
  conversion  of this  Series  D  Preferred  Stock  or any  presently  outstanding
  convertible   security  of  the  Corporation  or  the  Corporation's   Series  C
  Convertible Preferred Stock;
  
                             (iii)       shares issued by way of dividend or other
  distribution  on Common Stock  excluded from the  calculation  of the adjustment
  under this subparagraph (D) or on Common Stock resulting from any subdivision or
  combination of Common Stock so excluded; or
  
                             (iv)  shares issued pursuant to all stock options and
  warrants outstanding on the date of filing of this instrument in
  the office of the Secretary of State in accordance with the
  provisions of the General Corporation Law of Delaware or warrants
  issued to the designee of John H. Laeri, Jr. for an aggregate of
  five million (5,000,000) shares of the Corporation's Common Stock.
  
                    (E)  Whenever  the  Conversion  Price is  adjusted  as  herein
  provided,  the  Corporation  shall  prepare  a  certificate  signed by the chief
  financial officer of the Corporation setting forth the Adjusted Conversion Price
  and showing in reasonable  detail the facts upon which such adjustment is based.
  As  promptly  as  practicable,  the  Corporation  shall  cause  a  copy  of  the
  certificate  referred to in this subparagraph (E) to be mailed to each holder of
  record of issued and  outstanding  Preferred Stock at the address of such holder
  appearing on the Corporation's books.
  
  
                                                          
  
  <PAGE>
  
  
                                                       
  
                    (F) The Corporation shall pay all taxes that may be payable in
  respect of the issue or  delivery of Common  Stock on  conversion  of  Preferred
  Stock pursuant hereto, but shall not pay any tax which may be payable in respect
  of any transfer involved in the issue and delivery of the Common Stock in a name
  other than that in which the Preferred Stock so converted was registered, and no
  such issue or delivery shall be made unless and until the person requesting such
  issue  has  paid  to  the  Corporation  the  amount  of  any  such  tax,  or has
  established,  to the  satisfaction  of the  Corporation,  that such tax has been
  paid.
  
                    (G) Upon  conversion  of any shares of  Preferred  Stock,  the
  holders of the shares of Preferred  Stock so converted  shall not be entitled to
  receive any dividends  declared  with respect to such shares of Preferred  Stock
  unless such dividends shall have been declared by the Board of Directors and the
  record date for such dividends shall have been on or before the date such shares
  shall have been converted.  No payment or adjustment shall be made on account of
  dividends  declared  and payable to holders of Common  Stock of record on a date
  prior to the date of conversion.
  
                    (H) No  fractional  shares  or scrip  representing  fractional
  shares shall be issued upon the  conversion  of any shares of Series D Preferred
  Stock.  If more than one share of Series D Preferred  Stock shall be surrendered
  for  conversion  at one time by the  same  holder,  the  number  of full  shares
  issuable upon conversion thereof shall be computed on the basis of the aggregate
  number of such shares so surrendered. If the conversion of any share of Series D
  Preferred  Stock  results  in a  fraction,  an  amount  equal  to such  fraction
  multiplied  by the  current  market  price  of the  Common  Stock  on the day of
  conversion shall be paid to such holder in cash by the Corporation.
  
  
  
                                                          
  
  <PAGE>
  
  
                                                       
  
           5.A.     Preservation of Rights.
  
           (A) The Corporation shall at all times reserve and keep available, free
  from preemptive  rights,  out of its authorized Common Stock, for the purpose of
  effecting the conversion of the issued and outstanding Preferred Stock, the full
  number  of shares of Common  Stock  then  deliverable  in the event and upon the
  conversion of all of the Preferred Stock then issued and outstanding. All shares
  of Common Stock which may be issued upon  conversion of Preferred Stock shall be
  fully paid and nonassessable.
  
           (B)  Notwithstanding   anything  to  the  contrary  elsewhere  in  this
  Certificate  of  Designation,  the  Corporation  shall not, by  amendment of its
  Certificate of Incorporation or through any reorganization,  transfer of assets,
  consolidation,  merger,  dissolution,  issue or sale of  securities or any other
  voluntary  action avoid or seek to avoid the observance or performance of any of
  the  terms of this  Certificate  of  Designation,  but will at all times in good
  faith assist in the carrying out of all such terms and in the taking of all such
  action as may be necessary or  appropriate in order to protect the rights of the
  holder of the Preferred Stock against dilution.  Without limiting the generality
  of the  foregoing,  the  Corporation  (i) will not increase the par value of any
  shares of stock receivable on the exercise of the conversion rights provided for
  in this  Certificate  of Designation  above the amount payable  therefor on such
  exercise,  (ii) will take all such action as may be necessary or  appropriate in
  order  that the  Corporation  may  validly  and  legally  issue  fully  paid and
  non-assessable shares of stock on the exercise of the conversion rights provided
  for in this  Certificate of Designation,  (iii) will not issue any capital stock
  of any class which is preferred as to  dividends  or as to the  distribution  of
  assets upon  voluntary or  involuntary  dissolution,  liquidation or winding up,
  unless  the  rights of the  holders  thereof  shall be limited to a fixed sum or
  percentage of par value in respect of participation in dividends and in any such
  distribution of assets,  and (iv) will not transfer all or substantially  all of
  its properties and assets to any other entity to consolidate  with or merge into
  the Corporation (if the  Corporation is not the surviving  entity),  unless such
  other  entity  shall  expressly  assume in writing  and will be bound by all the
  terms of this Certificate of Designation.
  
                    (C) In case of any  consolidation  of the Corporation  with or
  merger  of the  Corporation  into  another  corporation  or in case of any sale,
  transfer  or  lease  to  another  corporation  of all or  substantially  all the
  property of the  Corporation,  the  Corporation  or such successor or purchasing
  corporation, as the case may be, shall execute an instrument providing that each
  holder of the Preferred  Stock shall have the right  thereafter  upon payment of
  the  Adjusted  Conversion  Price in effect  immediately  prior to such action to
  purchase upon exercise of the conversion rights provided
  
                                                          
  
  <PAGE>
  
  
                                                       
  
  for in this  Certificate of Designation  the kind and amount of shares and other
  securities  and  property  which he would  have owned or have been  entitled  to
  receive after the happening of such  consolidation,  merger,  sale,  transfer or
  lease  had such  conversion  rights  been  exercised  immediately  prior to such
  action; provided, however, that no adjustment in respect of dividends,  interest
  or other income on or from such shares or other securities and property shall be
  made prior to or upon the exercise of the conversion rights provided for in this
  Certificate  of  Designation.  The  Corporation  shall mail by first class mail,
  postage prepaid,  to each holder of the Preferred Stock, notice of the execution
  of any such agreement. Such agreement shall provide for adjustments, which shall
  be as nearly equivalent as may be practicable to the adjustments provided for in
  Section 5(C).  The  provisions of this Section  5A(C) shall  similarly  apply to
  successive consolidations, mergers, sales, transfers or leases.
  
  
  
                                                          
  
  <PAGE>
  
  
                                                      
  
           6.       Mandatory Conversion.
  
                    (A) The Corporation  may, at its option,  require all (but not
  less than all) the shares of Preferred  Stock then  outstanding  to be converted
  automatically  into shares of Common Stock,  at the Conversion Rate set forth in
  Paragraph 5 hereof, upon the occurrence of any of the following:
  
                             (i)     Upon conversion of at least 67 percent of the
  shares of Series D Preferred Stock issued hereunder outstanding
  into shares of Common Stock; or
  
                             (ii)     The approval by the holders of the
  Corporation's Series C Convertible  Preferred Stock and the Corporation's Common
  Stock of the merger or  consolidation  of the  Corporation  with an entity  over
  which the holders of the Corporation's  Common Stock do not have,  collectively,
  at least seventy-five percent (75%), directly or indirectly,  the voting control
  that they had over the Corporation prior to such transaction.
  
                    (B) All  holders  of record  of  shares of Series D  Preferred
  Stock  will be given at least ten (10)  days  prior  written  notice of the date
  fixed and the place  designated for such mandatory  conversion of such shares of
  Preferred Stock pursuant to the provisions  hereof.  Such notice will be sent by
  first class or registered mail, postage prepaid, to each record holder of Series
  D Preferred  Stock and such  holder's  address  last shown on the  Corporation's
  records.  On or before the date fixed for  conversion,  each holder of shares of
  Series D Preferred  Stock shall surrender his or its certificate or certificates
  for all such shares to the  Corporation at the place  designated in such notice,
  and shall  thereafter  receive  certificates  for the number of shares of Common
  Stock to which such holder is entitled pursuant to the terms hereof. On the date
  fixed for such  mandatory  conversion,  all rights with respect to the Preferred
  Stock so  converted  will  terminate,  except  only the  rights  of the  holders
  thereof,  upon  surrender of their  certificate  or  certificates  therefor,  to
  receive  certificates  for the number of shares of Common  Stock into which such
  Series D Preferred stock has been converted. If so requested by the Corporation,
  certificates  surrendered  for such  mandatory  conversion  shall be endorsed or
  accompanied  by  written   instrument  or  instruments  of  transfer,   in  form
  satisfactory to the  Corporation,  duly executed by the registered  holder or by
  his or its attorney duly authorized in writing. As soon as practicable after the
  date of such  mandatory  conversion  and the  surrender  of the  certificate  or
  certificates for Preferred  Stock, the Corporation  shall cause to be issued and
  delivered to such  holder,  or on his or its written  order,  a  certificate  or
  certificates  for the number of full  shares of Common  Stock  issuable  on such
  mandatory  conversion  in  accordance  with the  provisions  hereof  and cash as
  provided hereinabove with respect to any fraction of a
  
                                                          
  
  <PAGE>
  
  
                                                      
  
  share of Common Stock otherwise issuable upon such mandatory
  conversion.
  
                    (C) All certificates  evidencing  shares of Series D Preferred
  Stock  which  are  required  to  be  surrendered  for  mandatory  conversion  in
  accordance  with the  provisions  hereof  shall,  from and  after  the date such
  certificates are so required to be surrendered,  be deemed to have been returned
  and canceled and the shares of Preferred  Stock  represented  thereby  converted
  into Common Stock for all purposes, notwithstanding the failure of the holder or
  holders  thereof to surrender  such  certificates  on or prior to such date. The
  Corporation may thereafter take such  appropriate  action as may be necessary to
  reduce the authorized Preferred Stock accordingly.
  
           7. Voting Rights. Except as otherwise provided herein or by law, shares
  of  Preferred  Stock shall have no right to vote on any matter to be voted on by
  the stockholders of the Corporation.
  
           8. Registration  Rights.  Holders of shares of Series D Preferred Stock
  shall  have  no  registration  rights  in  connection  with  federal  and  state
  securities  laws with respect to shares of Series D Preferred  Stock;  provided,
  however,  that nothing in this  Certificate  of  Designation  shall preclude the
  Corporation from entering into  registration  rights agreements with the holders
  of shares of Series D Preferred  Stock,  which  agreements  shall be enforceable
  against the Corporation.
  
           9.  Changes  Affecting   Preferred  Stock.  The  rights,   preferences,
  privileges  and  restrictions  granted to or imposed upon the Series D Preferred
  Stock may not be amended, altered or repealed, and no class or series of capital
  stock or securities convertible into capital stock shall be authorized which has
  superior rights to the Preferred Stock as to dividends or distribution of assets
  upon  liquidation,  without the consent of the holders of at least 67 percent of
  the outstanding shares of Series D Preferred Stock.
  
           10. No Implied Limitations. Nothing herein shall limit, by inference or
  otherwise,  the  discretionary  right of the Board of Directors to divide any or
  all of the shares of any  preferred or special  classes into series and,  within
  the limitations set forth under the General Corporation Law of Delaware,  to fix
  and determine the relative rights and preferences of the shares of any series so
  established,  to the full extent provided in the Certificate of Incorporation of
  the Corporation.
  
           11.  General  Provisions.  In  addition  to the above  provisions  with
  respect to the Series D Preferred  Stock, the Corporation will not avoid or seek
  to avoid  the  observance  or  performance  of any of the  provisions  and terms
  hereunder  and will at all times in good faith  carry out all of the  provisions
  and terms of this instrument.
  
  
                                                          
  
  <PAGE>
  
  
                                                      
  
  
       12.  Notices.  All  notices  required  or  permitted  to be  given  by  the
  Corporation  with  respect to the Series D Preferred  Stock shall be in writing,
  and if delivered by first class United  States  mail,  postage  prepaid,  to the
  holders of the Series D Preferred  Stock at their last  addresses  as they shall
  appear upon the books of the Corporation, shall be conclusively presumed to have
  been duly given,  whether or not the shareholder  actually receives such notice;
  provided,  however, that failure to duly give such notice by mail, or any defect
  in such notice, to the holders of the stock designated for redemption, shall not
  affect the validity of the rpoceddings for the redemption of any other shares of
  Preferred Stock.
  
       IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  certificate  of
  Designation of Series D Preferred  Stock to be executed and  acknowledged by its
  duly authorized officers as of December 31, 1997.
  
                                      
                                     GOLF TRAINING SYSTEMS, INC.
  
                                     By: /s/ Daniel A. Gordon
                                     --------------------------
                                     Daniel A. Gordon
                                     Chief Executive Officer
  
                                     Attest: /s/ Thomas Adams
                                     --------------------------
                                     Title: Assistant Secretary
  
  
                                                         
  <PAGE>
  
  
                                                       
  
                                NOTICE OF CONVERSION
  
                      (To be Executed by the Registered Holder
                      in order to Convert the Preferred Stock)
  
  The undersigned  hereby  irrevocably  elects to convert  ____________  shares of
  Series D Preferred Stock,  represented by stock certificate No(s).  ____________
  (the  "Preferred  Stock  Certificates")  into  shares of common  stock  ("Common
  Stock")  of  GOLF  TRAINING  SYSTEMS,  INC.  (the  "Company")  according  to the
  conditions of the Certificate of Designation of Series D Preferred  Stock, as of
  the date written below. If shares are to be issued in the name of a person other
  than the  undersigned,  the undersigned will pay all transfer taxes payable with
  respect  thereto and is delivering  herewith such  certificates.  No fee will be
  charged to the Holder for any  conversion,  except for transfer taxes, if any. A
  copy of each Preferred Stock Certificates is attached hereto.*
  
  The undersigned acknowledges that all offers and sales by the undersigned of the
  shares of Common Stock issuable to the undersigned upon conversion of the Series
  D Preferred  Stock must be made  pursuant to  registration  of the Common  Stock
  under the  Securities  Act of 1933,  as amended  (the  "Act") or  pursuant to an
  exemption from registration under the Act.
  
  
  
                                          Date of Conversion: ___________________
  
  
                                          Applicable Conversion Price: __________
  
  
                                          Number of Shares of
                                          Common Stock to be Issued:_____________
  
  
                                          Signature:  ___________________________
  
  
                                          Name: _________________________________
  
  
                                          Address: ______________________________
  
                                                              
                                                   ______________________________
  
  
                                                      
  
  
                                                       
  * No Shares of Common Stock will be issued until the original Series D Preferred
  Stock  Certificate(s)  to be converted and the Notice of Conversion are received
  by the Company or its Transfer Agent.
  
  
                                                         
  
  <PAGE>
  
  
                                                       
  
                                     Exhibit D.
           Warrant to Purchase Common Stock of Golf Training Systems, Inc.
                         Exercisable until December 31, 2002
  
  
  
  
  THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON THE EXERCISE  HEREOF
  HAVE BEEN ISSUED AND SOLD WITHOUT  REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM
  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT") AND APPLICABLE
  STATE SECURITIES LAWS (THE "STATE ACTS"). SUCH SECURITIES MAY NOT BE OFFERED FOR
  SALE, SOLD, OR TRANSFERRED  OTHER THAN PURSUANT TO AN EFFECTIVE  REGISTRATION OR
  AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACTS.
  
                          WARRANT TO PURCHASE COMMON STOCK
                                         OF
                             GOLF TRAINING SYSTEMS, INC.
                              (a Delaware corporation)
                                  Exercisable Only
                          upon Conditions Herein Specified
                       Void Not Later Than 5:00 O'Clock p.m.,
                     Atlanta, Georgia Time, on December 31, 2002
  
  Holder:                    John H. Laeri, Jr.
  
  Initial Shares:   4,000,000
  
  
           1.  Grant  of  Warrants.   GOLF  TRAINING  SYSTEMS,  INC.,  a  Delaware
  corporation (the  "Corporation"),  hereby certifies that the above-named  Holder
  ("Holder"),  its registered  successors and permitted assigns  registered on the
  books of the Corporation  maintained for such purposes as the registered  holder
  hereof,  for value received,  is entitled to purchase from the Corporation  Four
  Million (4,000,000) fully paid and nonassessable shares (the "Shares") of common
  stock of the Corporation  (the "Common  Stock"),  at the purchase price equal to
  Twenty-Five  Cents ($.25) per Share (the "Exercise  Price").  The Exercise Price
  and the number of Shares are subject to  adjustment  (as  hereinafter  provided)
  upon the terms  and  conditions  provided  in this  warrant  (the  "Warrant"  or
  "Warrant Certificate").
  
           2.       Exercise of Warrant.
  
                    (a)  Subject  to  subsection  (b)  of  this  Section  2,  upon
  presentation and surrender of this Warrant  Certificate and a Notice of Exercise
  in the form  attached  hereto  as  Exhibit  "A" at the  principal  office of the
  Corporation at 3400 Corporate  Way, Suite G, Duluth,  Georgia 30136,  or at such
  other place as the  Corporation  may  designate by notice to the Holder  hereof,
  together with a check payable to the order of the  Corporation  in the amount of
  the Exercise Price times the number of Shares being  purchased,  the Corporation
  shall deliver to the Holder  hereof,  as promptly as  practicable,  certificates
  representing the Shares being purchased.  This Warrant may be exercised in whole
  or in part in minimum  increments of 100,000 Shares.  In case of exercise hereof
  in part only, the Corporation, upon surrender hereof, will
  
                                                          
  
  <PAGE>
  
  
                                                       
  
  deliver to the Holder a new Warrant Certificate or Warrant  Certificates of like
  tenor  entitling  the Holder to  purchase  the number of Shares as to which this
  Warrant has not been exercised.
  
                    (b) This  Warrant may be  exercised in whole or in part at any
  time prior to 5:00 o'clock p.m.,  Atlanta,  Georgia time, on or before  December
  31, 2002.
  
           3. Exchange and Transfer of Warrant.  This Warrant  Certificate  at any
  time prior to the  exercise  hereof,  upon  presentation  and  surrender  to the
  Corporation and compliance with Section 6 below, may be exchanged, alone or with
  other Warrant  Certificates of like tenor  registered in the name of the Holder,
  for another  Warrant  Certificate or Warrant  Certificates  of like tenor in the
  name of such  Holder or its  assignee  or  transferee  exercisable  for the same
  aggregate  number of Shares as the Warrant  Certificate or Warrant  Certificates
  surrendered.
  
           4.       Rights and Obligations of Warrant Holder.
  
                    (a) The  Holder of this  Warrant  Certificate  shall  not,  by
  virtue hereof,  be entitled to any rights of a shareholder  in the  Corporation,
  either at law or in equity; provided, however, in the event that any certificate
  representing  the Shares is issued to the Holder  hereof  upon  exercise of this
  Warrant,  such  Holder  shall,  for all  purposes,  be deemed to have become the
  holder of record of such Shares on the date on which this  Warrant  Certificate,
  together with a duly executed  purchase form, was surrendered and payment of the
  Exercise  Price was made,  irrespective  of the date of  delivery  of such Share
  certificate.  The  rights of the  Holder of this  Warrant  are  limited to those
  expressed  herein  and the Holder of this  Warrant,  by its  acceptance  hereof,
  consents to and agrees to be bound by and to comply with all the  provisions  of
  this Warrant Certificate.  In addition,  the Holder of this Warrant Certificate,
  by accepting the same, agrees that the Corporation may deem and treat the person
  in whose  name  this  Warrant  Certificate  is  registered  on the  books of the
  Corporation  maintained for such purpose as the absolute,  true and lawful owner
  for all purposes whatsoever.
  
                    (b) The Holder of this Warrant Certificate, as such, shall not
  be  entitled to vote or receive  dividends  or to be deemed the holder of Shares
  for any purpose,  nor shall  anything  contained in this Warrant  Certificate be
  construed to confer upon the Holder of this Warrant Certificate, as such, any of
  the rights of a shareholder of the Corporation  including but not limited to any
  right to vote,  give or  withhold  consent  to any  action  by the  Corporation,
  whether upon any  recapitalization,  issue of stock,  reclassification of stock,
  consolidation,  merger, share exchange,  conveyance or otherwise, receive notice
  of  meetings  or other  action  affecting  shareholders  (except for the notices
  provided for herein), or receive  subscription  rights, until this Warrant shall
  have been exercised and the Shares  purchasable  upon the exercise  hereof shall
  have become deliverable as provided herein.
  
           5. Shares Underlying Warrant. The Corporation covenants and agrees that
  all Shares  delivered  upon  exercise of this Warrant  shall,  upon delivery and
  payment  therefor,  be duly and validly  authorized  and issued,  fully paid and
  nonassessable, and free from all liens, encumbrances and charges with respect to
  the purchase thereof.
  
           6.  Disposition  of  Warrants  or Shares.  The  Holder of this  Warrant
  Certificate  and any  transferee  hereof  or of the  Shares  issuable  upon  the
  exercise  of this  Warrant,  by  their  acceptance  hereof  or  thereof,  hereby
  understand  and agree  that  this  Warrant,  and the  Shares  issuable  upon the
  exercise  hereof,  have not been  registered  under either the Securities Act of
  1933 (the "1933 Act") or applicable state securities laws (the "State Acts") and
  shall not be sold, pledged, hypothecated, donated or otherwise
  
                                                       
                                                         
  
  <PAGE>
  
  
                                                       
  
  transferred  (whether or not for consideration)  except upon the issuance to the
  Corporation of a favorable  opinion of counsel or submission to the  Corporation
  of  such  evidence  as  may  be  reasonably   satisfactory  to  counsel  to  the
  Corporation,  in each such case, to the effect that any such transfer  shall not
  be in  violation  of the Act and the State Acts.  It shall be a condition to the
  transfer of this Warrant that any transferee  hereof deliver to the  Corporation
  its written  agreement to accept and be bound by all of the terms and conditions
  of this Warrant Certificate.
  
           7.  Adjustments.  The Exercise Price as  hereinabove  provided shall be
  subject to adjustments as follows:
  
                    (a) In case the  Corporation  shall (a) pay a dividend  on its
  Common Stock in shares of its Common Stock, (b) subdivide its outstanding shares
  of Common  Stock into a greater  number of shares,  (c) combine its  outstanding
  shares  of  Common  Stock  into a  lesser  number  of  shares,  or (d)  issue by
  reclassification  of its shares of Common Stock any shares of its capital stock,
  the number of Shares  purchasable  upon the  exercise of this  Warrant in effect
  immediately  prior  thereto,  shall  be  adjusted  so that the  Holder  shall be
  entitled to receive,  upon exercise of this Warrant,  the number of Shares which
  such  Holder  would  have  owned or have  been  entitled  to  receive  after the
  happening of such event had such Holder exercised this Warrant immediately prior
  to the record  date in the case of such  dividend or the  effective  date in the
  case of any such  subdivision,  combination or  reclassification.  An adjustment
  made  pursuant to this  subsection  (a) shall be made  whenever  any such events
  shall happen, but shall become effective retroactively after such record date or
  such effective date, as the case may be, as to portion of this Warrant exercised
  between such record date or effective date and the date of happening of any such
  event.
  
                    (b) In case the Corporation shall (a) issue rights or warrants
  to all holders of the Common Stock  entitling  them to subscribe for or purchase
  shares of Common Stock at a price per Share less than the  Exercise  Price as in
  effect from time to time, or (b) issue or sell any shares of Common Stock (or be
  deemed to have issued any shares of Common Stock as provided  herein  including,
  without limitation,  by issuance of securities  convertible into or exchangeable
  for Common Stock),  without  consideration or for  consideration  per Share less
  than the  Exercise  Price,  then in each  case  the  Exercise  Price  in  effect
  immediately prior to such issuance automatically and forthwith shall be adjusted
  or readjusted (to the nearest cent) as follows:
  
            (i) The Exercise Price shall be automatically lowered to the price per
  Share which is less than the Exercise Price (the "Adjusted  Exercise Price") for
  that number of Shares  purchasable  upon exercise of this Warrant which shall be
  calculated by multiplying  (i) the number of Shares of Common Stock  purchasable
  upon exercise of this Warrant prior to the foregoing  adjustment to the Exercise
  Price by (ii) a  fraction  whose  numerator  is the  lesser  of (aa)  the  below
  described  denominator  or (bb) the total  number of Shares sold or deemed to be
  sold in a subsequent  transaction and whose  denominator is the number of Shares
  originally  purchasable upon exercise of this Warrant. The balance of the Shares
  purchasable upon exercise of this Warrant shall continue subject to the Exercise
  Price in effect prior to the foregoing adjustment to the Exercise Price.
  
             (ii) In the event there is any subsequent event under this subsection
  (b) which triggers an adjustment to the Exercise Price as provided  herein,  the
  adjustment  to the Exercise  Price shall first  affect those Shares  purchasable
  upon exercise of this Warrant which have not been subject
  
                                                       
                                                          
  
  <PAGE>
  
  
                                                       
  
  to adjustment  hereunder  and any  adjustment(s)  thereafter  shall first affect
  those Shares with the highest Adjusted Exercise Price.
  
                    (c) For the purpose of any  adjustment of the number of shares
  of Common  Stock  purchasable  upon  exercise of this  Warrant  pursuant to this
  Section 7, the following provisions shall be applicable:
  
                     (i) In the case of the issuance of Common Stock for cash, the
  consideration received upon such issuance shall be deemed to be the gross amount
  of cash paid therefor.
  
              (ii) In the case of the issuance of Common Stock for a consideration
  in whole or in part  other  than  cash,  the  consideration  received  upon such
  issuance other than cash shall be deemed to be the fair market value thereof.
  
                       (iii)   In the case of the issuance of Common Stock without
  consideration,  the consideration received upon such issuance shall be deemed to
  be $0.01 per share.
  
         (iv)  In the case of the issuance of (I) options to purchase or rights to
  subscribe for Common Stock,  (II) securities by their terms  convertible into or
  exchangeable  for  Common  Stock or (III)  options  to  purchase  or  rights  to
  subscribe for such convertible or exchangeable securities:
  
                                              (1) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon the exercise of such options to
                                              purchase or rights to subscribe  for
                                              Common Stock shall be deemed to have
                                              been issued at the time such options
                                              or  rights  were  issued  and  for a
                                              consideration     equal    to    the
                                              consideration,  if any,  received by
                                              the Corporation upon the issuance of
                                              such  options  or  rights  plus  the
                                              minimum  purchase  price provided in
                                              such   options  or  rights  for  the
                                              Common Stock covered thereby; and
  
                                              (2) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon  conversion  of or in  exchange
                                              for   any   such    convertible   or
                                              exchangeable  securities or upon the
                                              exercise  of options to  purchase or
                                              rights   to   subscribe   for   such
                                              convertible     or      exchangeable
                                              securities and subsequent conversion
                                              or exchange  thereof shall be deemed
                                              to have been issued at the time such
                                              securities   were   issued  or  such
                                              options  or rights  were  issued and
                                              for a  consideration  equal  to  the
                                              consideration,  if any,  received by
                                              the   Corporation   for   any   such
                                              securities  and  related  options or
                                              rights  (excluding any cash received
                                              on account of  accrued  interest  or
                                              accrued    dividends),    plus   the
                                              additional consideration, if any, to
                                              be received by the Corporation  upon
                                              the  conversion  or exchange of such
                                              securities  or the  exercise  of any
                                              related options or rights.
  
                    (d) All adjustments  under this Section 7 shall be made to the
  nearest cent.
  
  
                                                      
                                                         
  
  <PAGE>
  
  
                                                       
  
                    (e) No adjustment  of the Exercise  Price shall be made in any
  of the following cases:
  
   (i)  upon the grant or exercise of stock options hereafter granted, or upon the
  issuance  of  shares  upon  exercise  of  rights to  purchase  shares  under any
  employee,  officer, or director stock option plans now or hereafter  authorized,
  to the extent that the  aggregate of the number of shares which may be purchased
  under  such  option  plans is less than or equal to 15  percent of the number of
  shares of Common Stock outstanding on January 1 of the year of the grant;
  
            (ii)shares of Common Stock issued upon the conversion of any presently
  outstanding  convertible security of the Corporation or the Corporation's Series
  D Convertible Preferred Stock or Series C Convertible Preferred Stock;
  
      (iii) shares issued by way of dividend or other distribution on Common Stock
  excluded from the calculation of the adjustment  under this  subparagraph (D) or
  on Common Stock resulting from any subdivision or combination of Common Stock so
  excluded; or
  
       (iv) shares  issued  pursuant to the Warrant or any stock option or warrant
  outstanding  on the date of  filing  of this  instrument  in the  office  of the
  Secretary of State in accordance with the provisions of the General  Corporation
  Law of Delaware or a certain  Warrant  issued to the  designee of John H. Laeri,
  Jr. to acquire 1,000,000 shares of the  Corporation's  Common Stock on or before
  June 30, 1998.
  
                    (f)  Whenever  the  Exercise   Price  is  adjusted  as  herein
  provided,  the  Corporation  shall  prepare  a  certificate  signed by the chief
  financial  officer of the Corporation  setting forth the Adjusted Exercise Price
  and showing in reasonable  detail the facts upon which such adjustment is based.
  As  promptly  as  practicable,  the  Corporation  shall  cause  a  copy  of  the
  certificate referred to in this subsection (f) to be mailed to the Holder.
  
           8. Taxes.  The  Corporation  shall pay all taxes that may be payable in
  respect of the issue or  delivery of Common  Stock on exercise of this  Warrant,
  but shall  not pay any tax  which may be  payable  in  respect  of any  transfer
  involved in the issue and delivery of the Common Stock in a name other than that
  in which this  Warrant was  registered,  and no such issue or delivery  shall be
  made  unless  and  until  the  person  requesting  such  issue  has  paid to the
  Corporation the amount of any such tax, or has established,  to the satisfaction
  of the Corporation, that such tax has been paid.
  
           9.  Fractional  Shares.  No  fractional  shares  or scrip  representing
  fractional  shares  shall be issued upon the  exercise of this  Warrant.  If the
  exercise of this Warrant results in a fraction, an amount equal to such fraction
  multiplied by the Exercise  Price of the Shares on the day of exercise  shall be
  paid to the Holder in cash by the Corporation.
  
           10.      Preservation of Holder's Rights.
  
                    (a) The Corporation  covenants and agrees that it shall at all
  times  reserve  and keep  available,  free from  preemptive  rights,  out of its
  authorized  Common  Stock,  solely for the purpose of effecting  the exercise of
  this Warrant,  the full number of shares of Common Stock then deliverable in the
  event and upon the  exercise of this  Warrant.  All shares of Common Stock which
  may be issued upon exercise of this Warrant shall be fully paid.
  
                                                       
                                                        
  
  <PAGE>
  
  
                                                       
  
  
                    (b) Notwithstanding anything to the contrary elsewhere in this
  Warrant,  the  Corporation  shall  not,  by  amendment  of  its  Certificate  of
  Incorporation or through any reorganization,  transfer of assets, consolidation,
  merger,  dissolution,  issue or sale of securities or any other voluntary action
  avoid or seek to avoid the observance or performance of any of the terms of this
  Warrant,  but will at all times in good faith  assist in the carrying out of all
  such  terms  and in the  taking  of  all  such  action  as may be  necessary  or
  appropriate in order to protect the rights of the holder of this Warrant against
  dilution.  Without limiting the generality of the foregoing, the Corporation (i)
  will not  increase  the par  value of any  shares  of  stock  receivable  on the
  exercise of this Warrant  above the amount  payable  therefor on such  exercise,
  (ii) will take all such action as may be necessary or  appropriate in order that
  the  Corporation  may validly and  legally  issue fully paid and  non-assessable
  shares of stock on the exercise of this  Warrant from time to time  outstanding,
  (iii) will not issue any  capital  stock of any class which is  preferred  as to
  dividends or as to the  distribution  of assets upon  voluntary  or  involuntary
  dissolution, liquidation or winding up, unless the rights of the holders thereof
  shall be  limited  to a fixed  sum or  percentage  of par  value in  respect  of
  participation in dividends and in any such distribution of assets, and (iv) will
  not transfer all or substantially  all of its properties and assets to any other
  entity to consolidate  with or merge into the Corporation (if the Corporation is
  not the surviving  entity),  unless such other entity shall expressly  assume in
  writing and will be bound by all the terms of this Warrant.
  
                    (c) In case of any  consolidation  of the Corporation  with or
  merger  of the  Corporation  into  another  corporation  or in case of any sale,
  transfer  or  lease  to  another  corporation  of all or  substantially  all the
  property of the  Corporation,  the  Corporation  or such successor or purchasing
  corporation, as the case may be, shall execute an instrument providing that each
  holder of this  Warrant  shall  have the right  thereafter  upon  payment of the
  Exercise  Price in effect  immediately  prior to such  action to  purchase  upon
  exercise of each Warrant the kind and amount of shares and other  securities and
  property  which he would have owned or have been  entitled to receive  after the
  happening  of such  consolidation,  merger,  sale,  transfer  or lease  had such
  warrant been exercised immediately prior to such action; provided, however, that
  no adjustment in respect of dividends,  interest or other income on or from such
  shares or other  securities  and  property  shall be made  during  the term of a
  Warrant or upon the exercise of a Warrant.  The Corporation  shall mail by first
  class  mail,  postage  prepaid,  to each holder of this  Warrant,  notice of the
  execution of any such agreement.  Such agreement shall provide for  adjustments,
  which shall be as nearly  equivalent as may be  practicable  to the  adjustments
  provided for in Section 7. The  provisions  of this  Section 10 shall  similarly
  apply to successive consolidations, mergers, sales, transfers or leases.
  
           11. Loss or Destruction.  Upon receipt of evidence  satisfactory to the
  Corporation  of the loss,  theft,  destruction  or  mutilation  of this  Warrant
  Certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
  delivery of an indemnity  agreement or bond satisfactory in form,  substance and
  amount to the Corporation or, in the case of any such mutilation, upon surrender
  and  cancellation  of this Warrant  Certificate,  the Corporation at its expense
  will execute and deliver,  in lieu thereof,  a new Warrant  Certificate  of like
  tenor.
  
           12.  Survival/Permitted  Assigns. The various rights and obligations of
  the Holder hereof as set forth herein shall survive the exercise of this Warrant
  at any time or from time to time and the surrender of this Warrant  Certificate.
  The  permitted  assigns of John H.  Laeri,  Jr.  shall  consist  of any  entity,
  corporation,  partnership  or limited  liability  company  controlled by John H.
  Laeri, Jr.
  
  
                                                          
  
  <PAGE>
  
  
                                                      
  
           13.  Notices.  Whenever any notice,  payment of any  purchase  price or
  other communication is required to be given or delivered under the terms of this
  Warrant,  it shall be in writing and delivered by hand delivery or registered or
  certified United States mail,  postage prepaid,  and will be deemed to have been
  given  or  delivered  on  the  date  such  notice,   purchase   price  or  other
  communication is so delivered, and, if to the Corporation,  it will be addressed
  to the address  specified in Section 2(a) hereof,  and if to the Holder, it will
  be addressed to the registered  Holder at his address as it appears on the books
  of the Corporation.
  
  
  
                                                       
                                                        
  
  <PAGE>
  
  
                                                      
  
       14.  Governing  Law.  This  Warrant  Certificate  shall be  governed by and
  construed in accordance with the laws of the State of Delaware.
  
  Dated as of the 31st day of December, 1997.
  
                                GOLF TRAINING SYSTEMS, INC.
  
                                By: /s/ Daniel A. Gordon
                                ------------------------------
  
                                Title: Chief Executive Officer
                                ------------------------------
  
                                Attest: Thomas Adams
                                ------------------------------
  
                                Title: Assistant Secretary
                                ------------------------------
  
                                       [CORPORATE SEAL]
                                                      
  
  <PAGE>
  
  
                                                       
  
                                     EXHIBIT "A"
  
                                 NOTICE OF EXERCISE
  
                      (To be Executed by the Registered Holder
                          in order to Exercise the Warrant)
  
  The undersigned  hereby  irrevocably  elects to exercise the Warrant held by the
  undersigned to acquire shares of common stock ("Common  Stock") of GOLF TRAINING
  SYSTEMS,  INC. (the "Company") according to the conditions of the Warrant, as of
  the date written below. If shares are to be issued in the name of a person other
  than the  undersigned,  the undersigned will pay all transfer taxes payable with
  respect thereto.  No fee will be charged to the Holder for any exercise,  except
  for transfer taxes, if any. A copy of the Warrant is attached hereto.*
  
  The undersigned acknowledges that all offers and sales by the undersigned of the
  shares of Common Stock issuable to the undersigned  upon exercise of the Warrant
  must be made pursuant to  registration  of the Common Stock under the Securities
  Act  of  1933,  as  amended  (the  "Act")  or  pursuant  to  an  exemption  from
  registration under the Act.
  
  
                     Expiration of Warrant: ____________________
  
  
                     Date of Exercise:   _______________________
  
  
                     Applicable Exercise Price: ________________
  
  
                     Number of Shares of
                     Common Stock to be Issued: ________________
  
  
                     Signature: ________________________________
  
  
                     Name: _____________________________________
  
  
                     Address: __________________________________
  
                              
                              __________________________________
  
  
                                                       
                                                         
  
                                                       
  
  * No Shares of Common Stock will be issued until the Warrant to be exercised and
  the Notice of Exercise are received by the Company or its Transfer Agent.
  
  
                                                      
                                                         
  
  <PAGE>
  
  
                                                       
  
                                     Exhibit E.
  
           Warrant to Purchase Common Stock of Golf Training Systems, Inc.
                           Exercisable until June 30, 1998
  
  
  
  THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON THE EXERCISE  HEREOF
  HAVE BEEN ISSUED AND SOLD WITHOUT  REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM
  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT") AND APPLICABLE
  STATE SECURITIES LAWS (THE "STATE ACTS"). SUCH SECURITIES MAY NOT BE OFFERED FOR
  SALE, SOLD, OR TRANSFERRED  OTHER THAN PURSUANT TO AN EFFECTIVE  REGISTRATION OR
  AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACTS.
  
                          WARRANT TO PURCHASE COMMON STOCK
                                         OF
                             GOLF TRAINING SYSTEMS, INC.
                              (a Delaware corporation)
                                  Exercisable Only
                          upon Conditions Herein Specified
                       Void Not Later Than 5:00 O'Clock p.m.,
                       Atlanta, Georgia Time, on June 30, 1998
  
  Holder:                    John H. Laeri, Jr.
  
  Initial Shares:   1,000,000
  
  
           1.  Grant  of  Warrants.   GOLF  TRAINING  SYSTEMS,  INC.,  a  Delaware
  corporation (the  "Corporation"),  hereby certifies that the above-named  Holder
  ("Holder"),  its registered  successors and permitted assigns  registered on the
  books of the Corporation  maintained for such purposes as the registered  holder
  hereof,  for value  received,  is entitled to purchase from the  Corporation One
  Million (1,000,000) fully paid and nonassessable shares (the "Shares") of common
  stock  of the  Corporation  (the  "Common  Stock"),  at the  purchase  price  of
  Twenty-Five Cents ($.25) per Share) (the "Exercise  Price").  The Exercise Price
  and the number of Shares are subject to  adjustment  (as  hereinafter  provided)
  upon the terms  and  conditions  provided  in this  warrant  (the  "Warrant"  or
  "Warrant Certificate").
  
           2.       Exercise of Warrant.
  
                    (a)  Subject  to  subsection  (b)  of  this  Section  2,  upon
  presentation and surrender of this Warrant  Certificate and a Notice of Exercise
  in the form  attached  hereto  as  Exhibit  "A" at the  principal  office of the
  Corporation at 3400 Corporate  Way, Suite G, Duluth,  Georgia 30136,  or at such
  other place as the  Corporation  may  designate by notice to the Holder  hereof,
  together with a check payable to the order of the  Corporation  in the amount of
  the Exercise Price times the number of Shares being  purchased,  the Corporation
  shall deliver to the Holder  hereof,  as promptly as  practicable,  certificates
  representing the Shares being purchased.  This Warrant may be exercised in whole
  or in part in minimum  increments of 100,000 Shares.  In case of exercise hereof
  in part only, the Corporation, upon surrender hereof, will
  
                                                       
  
  <PAGE>
  
  
                                                       
  
  deliver to the Holder a new Warrant Certificate or Warrant  Certificates of like
  tenor  entitling  the Holder to  purchase  the number of Shares as to which this
  Warrant has not been exercised.
  
                    (b) This  Warrant may be  exercised in whole or in part at any
  time prior to 5:00 o'clock  p.m.,  Atlanta,  Georgia time, on or before June 30,
  1998.
  
           3. Exchange and Transfer of Warrant.  This Warrant  Certificate  at any
  time prior to the  exercise  hereof,  upon  presentation  and  surrender  to the
  Corporation and compliance with Section 6 below, may be exchanged, alone or with
  other Warrant  Certificates of like tenor  registered in the name of the Holder,
  for another  Warrant  Certificate or Warrant  Certificates  of like tenor in the
  name of such  Holder or its  assignee  or  transferee  exercisable  for the same
  aggregate  number of Shares as the Warrant  Certificate or Warrant  Certificates
  surrendered.
  
           4.       Rights and Obligations of Warrant Holder.
  
                    (a) The  Holder of this  Warrant  Certificate  shall  not,  by
  virtue hereof,  be entitled to any rights of a shareholder  in the  Corporation,
  either at law or in equity; provided, however, in the event that any certificate
  representing  the Shares is issued to the Holder  hereof  upon  exercise of this
  Warrant,  such  Holder  shall,  for all  purposes,  be deemed to have become the
  holder of record of such Shares on the date on which this  Warrant  Certificate,
  together with a duly executed  purchase form, was surrendered and payment of the
  Exercise  Price was made,  irrespective  of the date of  delivery  of such Share
  certificate.  The  rights of the  Holder of this  Warrant  are  limited to those
  expressed  herein  and the Holder of this  Warrant,  by its  acceptance  hereof,
  consents to and agrees to be bound by and to comply with all the  provisions  of
  this Warrant Certificate.  In addition,  the Holder of this Warrant Certificate,
  by accepting the same, agrees that the Corporation may deem and treat the person
  in whose  name  this  Warrant  Certificate  is  registered  on the  books of the
  Corporation  maintained for such purpose as the absolute,  true and lawful owner
  for all purposes whatsoever.
  
                    (b) The Holder of this Warrant Certificate, as such, shall not
  be  entitled to vote or receive  dividends  or to be deemed the holder of Shares
  for any purpose,  nor shall  anything  contained in this Warrant  Certificate be
  construed to confer upon the Holder of this Warrant Certificate, as such, any of
  the rights of a shareholder of the Corporation  including but not limited to any
  right to vote,  give or  withhold  consent  to any  action  by the  Corporation,
  whether upon any  recapitalization,  issue of stock,  reclassification of stock,
  consolidation,  merger, share exchange,  conveyance or otherwise, receive notice
  of  meetings  or other  action  affecting  shareholders  (except for the notices
  provided for herein), or receive  subscription  rights, until this Warrant shall
  have been exercised and the Shares  purchasable  upon the exercise  hereof shall
  have become deliverable as provided herein.
  
           5. Shares Underlying Warrant. The Corporation covenants and agrees that
  all Shares  delivered  upon  exercise of this Warrant  shall,  upon delivery and
  payment  therefor,  be duly and validly  authorized  and issued,  fully paid and
  nonassessable, and free from all liens, encumbrances and charges with respect to
  the purchase thereof.
  
           6.  Disposition  of  Warrants  or Shares.  The  Holder of this  Warrant
  Certificate  and any  transferee  hereof  or of the  Shares  issuable  upon  the
  exercise  of this  Warrant,  by  their  acceptance  hereof  or  thereof,  hereby
  understand  and agree  that  this  Warrant,  and the  Shares  issuable  upon the
  exercise  hereof,  have not been  registered  under either the Securities Act of
  1933 (the "1933 Act") or applicable
  
                                                      
                                                         
  
  <PAGE>
  
  
                                                      
  
  state  securities  laws (the  "State  Acts")  and  shall  not be sold,  pledged,
  hypothecated,   donated   or   otherwise   transferred   (whether   or  not  for
  consideration)  except  upon the  issuance  to the  Corporation  of a  favorable
  opinion of counsel or submission to the  Corporation  of such evidence as may be
  reasonably satisfactory to counsel to the Corporation, in each such case, to the
  effect that any such transfer shall not be in violation of the Act and the State
  Acts.  It  shall  be a  condition  to the  transfer  of this  Warrant  that  any
  transferee hereof deliver to the Corporation its written agreement to accept and
  be bound by all of the terms and conditions of this Warrant Certificate.
  
           7.  Adjustments.  The Exercise Price as  hereinabove  provided shall be
  subject to adjustments as follows:
  
                    (a) In case the  Corporation  shall (a) pay a dividend  on its
  Common Stock in shares of its Common Stock, (b) subdivide its outstanding shares
  of Common  Stock into a greater  number of shares,  (c) combine its  outstanding
  shares  of  Common  Stock  into a  lesser  number  of  shares,  or (d)  issue by
  reclassification  of its shares of Common Stock any shares of its capital stock,
  the number of Shares  purchasable  upon the  exercise of this  Warrant in effect
  immediately  prior  thereto,  shall  be  adjusted  so that the  Holder  shall be
  entitled to receive,  upon exercise of this Warrant,  the number of Shares which
  such  Holder  would  have  owned or have  been  entitled  to  receive  after the
  happening of such event had such Holder exercised this Warrant immediately prior
  to the record  date in the case of such  dividend or the  effective  date in the
  case of any such  subdivision,  combination or  reclassification.  An adjustment
  made  pursuant to this  subsection  (a) shall be made  whenever  any such events
  shall happen, but shall become effective retroactively after such record date or
  such effective date, as the case may be, as to portion of this Warrant exercised
  between such record date or effective date and the date of happening of any such
  event.
  
                    (b) In case the Corporation shall (a) issue rights or warrants
  to all holders of the Common Stock  entitling  them to subscribe for or purchase
  shares of Common Stock at a price per Share less than the  Exercise  Price as in
  effect from time to time, or (b) issue or sell any shares of Common Stock (or be
  deemed to have issued any shares of Common Stock as provided  herein  including,
  without limitation,  by issuance of securities  convertible into or exchangeable
  for Common Stock),  without  consideration or for  consideration  per Share less
  than the  Exercise  Price,  then in each  case  the  Exercise  Price  in  effect
  immediately prior to such issuance automatically and forthwith shall be adjusted
  or readjusted (to the nearest cent) as follows:
  
             (i)The Exercise Price shall be automatically lowered to the price per
  Share which is less than the Exercise Price (the "Adjusted  Exercise Price") for
  that number of Shares  purchasable  upon exercise of this Warrant which shall be
  calculated by multiplying  (i) the number of Shares of Common Stock  purchasable
  upon exercise of this Warrant prior to the foregoing  adjustment to the Exercise
  Price by (ii) a  fraction  whose  numerator  is the  lesser  of (aa)  the  below
  described  denominator  or (bb) the total  number of Shares sold or deemed to be
  sold in a subsequent  transaction and whose  denominator is the number of Shares
  originally  purchasable upon exercise of this Warrant. The balance of the Shares
  purchasable upon exercise of this Warrant shall continue subject to the Exercise
  Price in effect prior to the foregoing adjustment to the Exercise Price.
  
              (ii)In the event there is any subsequent event under this subsection
  (b) which triggers an adjustment to the Exercise Price as provided  herein,  the
  adjustment  to the Exercise  Price shall first  affect those Shares  purchasable
  upon exercise of this Warrant which have not been subject
  
                                                       
                                                          
  
  <PAGE>
  
  
                                                      
  
  to adjustment  hereunder  and any  adjustment(s)  thereafter  shall first affect
  those Shares with the highest Adjusted Exercise Price.
  
                    (c) For the purpose of any  adjustment of the number of shares
  of Common  Stock  purchasable  upon  exercise of this  Warrant  pursuant to this
  Section 7, the following provisions shall be applicable:
  
                      (i)In the case of the issuance of Common Stock for cash, the
  consideration received upon such issuance shall be deemed to be the gross amount
  of cash paid therefor.
  
               (ii)In the case of the issuance of Common Stock for a consideration
  in whole or in part  other  than  cash,  the  consideration  received  upon such
  issuance other than cash shall be deemed to be the fair market value thereof.
  
                         (iii) In the case of the issuance of Common Stock without
  consideration,  the consideration received upon such issuance shall be deemed to
  be $0.01 per share.
  
          (iv) In the case of the issuance of (I) options to purchase or rights to
  subscribe for Common Stock,  (II) securities by their terms  convertible into or
  exchangeable  for  Common  Stock or (III)  options  to  purchase  or  rights  to
  subscribe for such convertible or exchangeable securities:
  
                                              (1) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon the exercise of such options to
                                              purchase or rights to subscribe  for
                                              Common Stock shall be deemed to have
                                              been issued at the time such options
                                              or  rights  were  issued  and  for a
                                              consideration     equal    to    the
                                              consideration,  if any,  received by
                                              the Corporation upon the issuance of
                                              such  options  or  rights  plus  the
                                              minimum  purchase  price provided in
                                              such   options  or  rights  for  the
                                              Common Stock covered thereby; and
  
                                              (2) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon  conversion  of or in  exchange
                                              for   any   such    convertible   or
                                              exchangeable  securities or upon the
                                              exercise  of options to  purchase or
                                              rights   to   subscribe   for   such
                                              convertible     or      exchangeable
                                              securities and subsequent conversion
                                              or exchange  thereof shall be deemed
                                              to have been issued at the time such
                                              securities   were   issued  or  such
                                              options  or rights  were  issued and
                                              for a  consideration  equal  to  the
                                              consideration,  if any,  received by
                                              the   Corporation   for   any   such
                                              securities  and  related  options or
                                              rights  (excluding any cash received
                                              on account of  accrued  interest  or
                                              accrued    dividends),    plus   the
                                              additional consideration, if any, to
                                              be received by the Corporation  upon
                                              the  conversion  or exchange of such
                                              securities  or the  exercise  of any
                                              related options or rights.
  
                    (d) All adjustments  under this Section 7 shall be made to the
  nearest cent.
  
  
                                                      
                                                          
  
  <PAGE>
  
  
                                                       
  
                    (e) No adjustment  of the Exercise  Price shall be made in any
  of the following cases:
  
    (i) upon the grant or exercise of stock options hereafter granted, or upon the
  issuance  of  shares  upon  exercise  of  rights to  purchase  shares  under any
  employee,  officer, or director stock option plans now or hereafter  authorized,
  to the extent that the  aggregate of the number of shares which may be purchased
  under  such  option  plans is less than or equal to 15  percent of the number of
  shares of Common Stock outstanding on January 1 of the year of the grant;
  
           (ii) shares of Common Stock issued upon the conversion of any presently
  outstanding  convertible security of the Corporation or the Corporation's Series
  D Convertible Preferred Stock or Series C Convertible Preferred Stock;
  
      (iii) shares issued by way of dividend or other distribution on Common Stock
  excluded from the calculation of the adjustment  under this  subparagraph (D) or
  on Common Stock resulting from any subdivision or combination of Common Stock so
  excluded; or
  
       (iv) shares  issued  pursuant to the Warrant or any stock option or warrant
  outstanding  on the date of  filing  of this  instrument  in the  office  of the
  Secretary of State in accordance with the provisions of the General  Corporation
  Law of Delaware or a five year warrant  issued to the designee of John H. Laeri,
  Jr. to acquire 4,000,000 shares of the Corporation's Common Stock.
  
                    (f)  Whenever  the  Exercise   Price  is  adjusted  as  herein
  provided,  the  Corporation  shall  prepare  a  certificate  signed by the chief
  financial  officer of the Corporation  setting forth the Adjusted Exercise Price
  and showing in reasonable  detail the facts upon which such adjustment is based.
  As  promptly  as  practicable,  the  Corporation  shall  cause  a  copy  of  the
  certificate referred to in this subsection (f) to be mailed to the Holder.
  
           8. Taxes.  The  Corporation  shall pay all taxes that may be payable in
  respect of the issue or  delivery of Common  Stock on exercise of this  Warrant,
  but shall  not pay any tax  which may be  payable  in  respect  of any  transfer
  involved in the issue and delivery of the Common Stock in a name other than that
  in which this  Warrant was  registered,  and no such issue or delivery  shall be
  made  unless  and  until  the  person  requesting  such  issue  has  paid to the
  Corporation the amount of any such tax, or has established,  to the satisfaction
  of the Corporation, that such tax has been paid.
  
           9.  Fractional  Shares.  No  fractional  shares  or scrip  representing
  fractional  shares  shall be issued upon the  exercise of this  Warrant.  If the
  exercise of this Warrant results in a fraction, an amount equal to such fraction
  multiplied by the Exercise  Price of the Shares on the day of exercise  shall be
  paid to the Holder in cash by the Corporation.
  
           10.      Preservation of Holder's Rights.
  
                    (a) The Corporation  covenants and agrees that it shall at all
  times  reserve  and keep  available,  free from  preemptive  rights,  out of its
  authorized  Common  Stock,  solely for the purpose of effecting  the exercise of
  this Warrant,  the full number of shares of Common Stock then deliverable in the
  event and upon the  exercise of this  Warrant.  All shares of Common Stock which
  may be issued upon exercise of this Warrant shall be fully paid.
  
  
                                                       
                                                        
  
  <PAGE>
  
  
                                                       
  
                    (b) Notwithstanding anything to the contrary elsewhere in this
  Warrant,  the  Corporation  shall  not,  by  amendment  of  its  Certificate  of
  Incorporation or through any reorganization,  transfer of assets, consolidation,
  merger,  dissolution,  issue or sale of securities or any other voluntary action
  avoid or seek to avoid the observance or performance of any of the terms of this
  Warrant,  but will at all times in good faith  assist in the carrying out of all
  such  terms  and in the  taking  of  all  such  action  as may be  necessary  or
  appropriate in order to protect the rights of the holder of this Warrant against
  dilution.  Without limiting the generality of the foregoing, the Corporation (i)
  will not  increase  the par  value of any  shares  of  stock  receivable  on the
  exercise of this Warrant  above the amount  payable  therefor on such  exercise,
  (ii) will take all such action as may be necessary or  appropriate in order that
  the  Corporation  may validly and  legally  issue fully paid and  non-assessable
  shares of stock on the exercise of this  Warrant from time to time  outstanding,
  (iii) will not issue any  capital  stock of any class which is  preferred  as to
  dividends or as to the  distribution  of assets upon  voluntary  or  involuntary
  dissolution, liquidation or winding up, unless the rights of the holders thereof
  shall be  limited  to a fixed  sum or  percentage  of par  value in  respect  of
  participation in dividends and in any such distribution of assets, and (iv) will
  not transfer all or substantially  all of its properties and assets to any other
  entity to consolidate  with or merge into the Corporation (if the Corporation is
  not the surviving  entity),  unless such other entity shall expressly  assume in
  writing and will be bound by all the terms of this Warrant.
  
                    (c) In case of any  consolidation  of the Corporation  with or
  merger  of the  Corporation  into  another  corporation  or in case of any sale,
  transfer  or  lease  to  another  corporation  of all or  substantially  all the
  property of the  Corporation,  the  Corporation  or such successor or purchasing
  corporation, as the case may be, shall execute an instrument providing that each
  holder of this  Warrant  shall  have the right  thereafter  upon  payment of the
  Exercise  Price in effect  immediately  prior to such  action to  purchase  upon
  exercise of each Warrant the kind and amount of shares and other  securities and
  property  which he would have owned or have been  entitled to receive  after the
  happening  of such  consolidation,  merger,  sale,  transfer  or lease  had such
  warrant been exercised immediately prior to such action; provided, however, that
  no adjustment in respect of dividends,  interest or other income on or from such
  shares or other  securities  and  property  shall be made  during  the term of a
  Warrant or upon the exercise of a Warrant.  The Corporation  shall mail by first
  class  mail,  postage  prepaid,  to each holder of this  Warrant,  notice of the
  execution of any such agreement.  Such agreement shall provide for  adjustments,
  which shall be as nearly  equivalent as may be  practicable  to the  adjustments
  provided for in Section 7. The  provisions  of this  Section 10 shall  similarly
  apply to successive consolidations, mergers, sales, transfers or leases.
  
           11. Loss or Destruction.  Upon receipt of evidence  satisfactory to the
  Corporation  of the loss,  theft,  destruction  or  mutilation  of this  Warrant
  Certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
  delivery of an indemnity  agreement or bond satisfactory in form,  substance and
  amount to the Corporation or, in the case of any such mutilation, upon surrender
  and  cancellation  of this Warrant  Certificate,  the Corporation at its expense
  will execute and deliver,  in lieu thereof,  a new Warrant  Certificate  of like
  tenor.
  
           12.  Survival/Permitted  Assigns. The various rights and obligations of
  the Holder hereof as set forth herein shall survive the exercise of this Warrant
  at any time or from time to time and the surrender of this Warrant  Certificate.
  The  permitted  assigns of John H.  Laeri,  Jr.  shall  consist  of any  entity,
  corporation,  partnership  or limited  liability  company  controlled by John H.
  Laeri, Jr.
  
  
                                                       
                                                         
  
  <PAGE>
  
  
                                                       
  
           13.  Notices.  Whenever any notice,  payment of any  purchase  price or
  other communication is required to be given or delivered under the terms of this
  Warrant,  it shall be in writing and delivered by hand delivery or registered or
  certified United States mail,  postage prepaid,  and will be deemed to have been
  given  or  delivered  on  the  date  such  notice,   purchase   price  or  other
  communication is so delivered, and, if to the Corporation,  it will be addressed
  to the address  specified in Section 2(a) hereof,  and if to the Holder, it will
  be addressed to the registered  Holder at his address as it appears on the books
  of the Corporation.
  
  
  
  
  
  
                              (CONTINUED ON NEXT PAGE)
  
                                                      
                                                        
  
  <PAGE>
  
  
                                                       
  
       14.  Governing  Law.  This  Warrant  Certificate  shall be  governed by and
  construed in accordance with the laws of the State of Delaware.  
  
       Dated as of the 2nd day of January, 1998
  
                                 
                                     GOLF TRAINING SYSTEMS, INC., a Delaware
                                     corporation
  
                                     By: /s/ Daniel A. Gordon
                                     ---------------------------
  
                                     Title: Chief Executive Officer
  
                                     Attest: /s/ Thomas B. Adams
                                     ---------------------------
  
                                     Title: Assistant Secretary
  
                                           [CORPORATE SEAL]                 
  
                                                      
                                                        
  
  <PAGE>
  
  
                                                       
                                     EXHIBIT "A"
  
                                 NOTICE OF EXERCISE
  
                      (To be Executed by the Registered Holder
                          in order to Exercise the Warrant)
  
  The undersigned  hereby  irrevocably  elects to exercise the Warrant held by the
  undersigned to acquire shares of common stock ("Common  Stock") of GOLF TRAINING
  SYSTEMS,  INC. (the "Company") according to the conditions of the Warrant, as of
  the date written below. If shares are to be issued in the name of a person other
  than the  undersigned,  the undersigned will pay all transfer taxes payable with
  respect thereto.  No fee will be charged to the Holder for any exercise,  except
  for transfer taxes, if any.
  A copy of the Warrant is attached hereto.*
  
  The undersigned acknowledges that all offers and sales by the undersigned of the
  shares of Common Stock issuable to the undersigned  upon exercise of the Warrant
  must be made pursuant to  registration  of the Common Stock under the Securities
  Act  of  1933,  as  amended  (the  "Act")  or  pursuant  to  an  exemption  from
  registration under the Act.
  
  
                   Expiration of Warrant: ________________________
  
  
                   Date of Exercise:   ___________________________
  
  
                   Applicable Exercise Price: ____________________
  
  
                    Number of Shares of
                   Common Stock to be Issued: ____________________
  
  
                   Signature: ____________________________________
  
  
                   Name: _________________________________________
  
  
                   Address: ______________________________________
  
                            
                            ______________________________________
  
  * No Shares of Common Stock will be issued until the Warrant to be exercised and
  the Notice of Exercise are received by the Company or its Transfer Agent.
  
  
                                                      
                                                         
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 176808}]
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   Current Report
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event report) February 20, 1998
  
                             GOLF TRAINING SYSTEMS, INC.
  
                                      Delaware
                   (State or other jurisdiction of incorporation)
        0-25332                                              58-1963120
    ----------------                                       ----------------
      (Commission                                           (IRS Employer
       File Number)                                       Identification No.)
  
                 3400 Corporate Way, Suite G, Duluth, Georgia 30096
                 (Address of principal executive offices) (Zip Code)
  
          Registrant's telephone number, including area code (770) 623-6400
  Item 5.  Other events
  
           The Board of  Directors  approved  an  amendment  of the  Corporation's
  Certificate of Incorporation to effect a common stock one-for-five reverse stock
  split and directed the CEO to seek the approval of the Common Stockholders.  The
  above  amendment is one of the  conditions  related to an Investment  Agreement,
  attached as an exhibit to the resolution, entered into by the Company with Mr.
  John H. Laeri, Jr. on December 31, 1997.
  
           Exhibits:
  
                 4. Consent Resolution of the Board of Directors of Golf
                    Training Systems, Inc., dated February 20, 1998
  
                                     SIGNATURE
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  Dated: February 20, 1998
                                                  GOLF TRAINING SYSTEMS, INC.
  
                                                  By:  /s/  Daniel A. Gordon
                                                  --------------------------
                                                        Daniel A. Gordon
  
                                                  Its: Chief Executive Officer
  CONSENT RESOLUTION OF THE BOARD OF DIRECTORS
                                         OF
                             GOLF TRAINING SYSTEMS, INC.
  
           The  undersigned,  constituting  all of the  Directors of Golf Training
  Systems, Inc. (the "Corporation"),  a Delaware corporation,  pursuant to Section
  141(f) of the Delaware  General  Corporation  Law, hereby consent to unanimously
  adopt,  as if the same were done at a duly called and  properly  held meeting of
  the Board of Directors, the following resolutions:
  
           WHEREAS,   pursuant  to  approval  of  the  Board  of  Directors,   the
  Corporation entered into an Investment Agreement, Confidential Private Placement
  Memorandum and Subscription  Agreement  ("Investment  Agreement") dated December
  31, 1997, attached hereto as Exhibit "A"; and
  
           WHEREAS,  the  Board  of  Directors  in the  above  mentioned  approval
  anticipated  increasing the authorized shares of the Corporation's  common stock
  in order to provide sufficient  authorized  unissued shares to satisfy potential
  obligations related to the Investment Agreement; and
  
           WHEREAS,  the Board of Directors has now  determined  that it is in the
  best interest of the Corporation to instead provide  sufficient shares through a
  one-for-five reverse stock split, instead of increasing authorized shares;
  
           NOW THEREFORE BE IT RESOLVED THAT:
  
           RESOLVED, that the Board of Directors does hereby approve the amendment
  of the  Corporation's  Certificate  of  Incorporation  to effect a reverse stock
  split  of the  common  stock  such  that  every  five  shares  of  common  stock
  outstanding  would be  converted  into one share of  common  stock and the Chief
  Executive Officer is authorized and directed to recommend the proposed amendment
  to the  shareholders of the Corporation for approval  pursuant to Section 242 of
  the Delaware General Corporation Law.
  
           FURTHER RESOLVED, that in the event the shareholders of the Corporation
  approve the proposed  amendment,  the Chief Executive  Officer is authorized and
  directed  to  execute  appropriate  Articles  of  Amendment  with  the  Delaware
  Secretary of State and to take any and all further  actions deemed  necessary or
  proper in connection  with the adoption of the proposed  amendment to effect the
  changes contemplated by such amendment.
  
           FURTHER  RESOLVED,  that the Board of Directors accepts the resignation
  of George P. Lee, III as a director and officer of the Corporation.
  Approved effective the 20th day of February, 1998.
  
   
                                             /s/ Wayne C. McDonald
                                             ------------------------
                                             Wayne C. McDonald
  
                                             /s/ Daniel A. Gordon
                                             ------------------------
                                             Daniel A. Gordon
  
                                             /s/ Nicholas J. Aquilino
                                             ------------------------
                                             Nicholas J. Aquilino
  
                                             /s/ Thomas W. Tripp
                                             ------------------------
                                             Thomas W. Tripp
  INDEX TO EXHIBITS TO CONSENT RESOLUTION
  
  Exhibit                           Description
  ------                            -----------
  
  A.1                               Senior Note dated December 31, 1997 (incorpor-
                                    ated by reference to Registrant's Current 
                                    Report on Form 8-K dated December 31, 1997)
  
  A.2                               Security Agreement dated December 31, 1997,
                                    (incorporated by reference to Registrant's
                                    Current Report on Form 8-K dated December 31,
                                    1997
  
  A.3                               Loan Agreement dated December 31, 1997
  
  A.4                               Patent Collateral Assignment dated December 
                                    31, 1997
  
  B                                 Certificate of Designations of Series C 
                                    Preferred Stock
  
  C                                 Certificate of Designations of Series D
                                    Preferred Stock
  
  D                                 Warrant to Purchase Common Stock of Golf
                                    Training Systems, Inc. exercisable until
                                    December 31, 2002
  
  E                                 Warrant to Purchase Common Stock of Golf 
                                    Training Systems, Inc. exercisable until 
                                    June 30, 1998
  Exhibit A.3
  
                       Loan Agreement dated December 31, 1997
  
                                   
                                   LOAN AGREEMENT
  
                                       between
  
                             GOLF TRAINING SYSTEMS, INC.
  
                                         and
  
                                 JOHN H. LAERI, JR.
  
                             ---------------------------
  
                            Dated as of December 31, 1997
                             ---------------------------
  TABLE OF CONTENTS
                                                               Page
  
  1.   Initial Loan Closing. . . . . . . . . . . . . . . . . . . .1
  
  2.   Subsequent Loan Closing; Maturity of Term Loan. . . . . . .2
  
  3.   Representations and Warranties. . . . . . . . . . . . . . .2
       (a)  Corporate Items. . . . . . . . . . . . . . . . . . . .2
       (b)  Authorization. . . . . . . . . . . . . . . . . . . . .2
       (c)  Actions. . . . . . . . . . . . . . . . . . . . . . . .3
       (d)  Liens. . . . . . . . . . . . . . . . . . . . . . . . .3
       (e)  Sufficient Capital . . . . . . . . . . . . . . . . . .3
       (f)  Environmental Matters. . . . . . . . . . . . . . . . .3
       (g)  Compliance . . . . . . . . . . . . . . . . . . . . . .3
       (h)  Liabilities. . . . . . . . . . . . . . . . . . . . . .3
  
  4.   Affirmative Covenants . . . . . . . . . . . . . . . . . . .3
       (a)  Statements . . . . . . . . . . . . . . . . . . . . . .4
       (b)  Access; Additional Reports . . . . . . . . . . . . . .4
       (c)  Notices. . . . . . . . . . . . . . . . . . . . . . . .4
       (d)  Environmental. . . . . . . . . . . . . . . . . . . . .4
  
  5.   Negative Covenants. . . . . . . . . . . . . . . . . . . . .4
  
  6.   Collateral. . . . . . . . . . . . . . . . . . . . . . . . .5
  
  7.   Conditions to the Loans . . . . . . . . . . . . . . . . . .5
       (a)  Supporting Documents . . . . . . . . . . . . . . . . .5
       (b)          Certificates of Good Standing and Secretary's
                    Certificates
       (c)  Fees and Expenses. . . . . . . . . . . . . . . . . . .6
       (d)  Other Documents. . . . . . . . . . . . . . . . . . . .6
  
  8.   Events of Default; Collateral Realization . . . . . . . . .6
  
  9.   Miscellaneous . . . . . . . . . . . . . . . . . . . . . . .7
       (a)  Amendment. . . . . . . . . . . . . . . . . . . . . . .7
       (b)  Law; Jurisdiction; Venue . . . . . . . . . . . . . . .7
       (c)  Delay. . . . . . . . . . . . . . . . . . . . . . . . .7
       (d)  Time Is of the Essence . . . . . . . . . . . . . . . .7
       (e)  Notification . . . . . . . . . . . . . . . . . . . . .7
       (f)  Release of Collateral. . . . . . . . . . . . . . . . .7
       (g)  Assignment . . . . . . . . . . . . . . . . . . . . . .7
  LOAN AGREEMENT
  
       THIS LOAN  AGREEMENT  ("Loan  Agreement")  is made as of December  31, 1997
  between GOLF TRAINING SYSTEMS,  INC., a Delaware corporation  ("Borrower"),  and
  JOHN H. LAERI, JR. and his assigns ("Lender").
  
                           R E C I T A L S:
  
       WHEREAS,  Borrower  desires  to borrow  the  principal  sum of One  Million
  Dollars($1,000,000)  from  Lender,  and  Lender  desires to lend  Borrower  said
  principal  sum,  on a senior  secured  basis  and  otherwise  on the  terms  and
  conditions set forth hereinafter; and
  
           WHEREAS,   the  financing   contemplated  by  this  Loan  Agreement  is
  anticipated to be refinanced by a Five Hundred Thousand Dollar ($500,000) senior
  secured  five (5) year loan to Borrower  from Lender  that is  convertible  into
  shares of Borrower's  Series D Convertible  Preferred  Stock, by the issuance by
  Borrower to Lender of Fifty  Thousand  (50,000)  shares of  Borrower's  Series C
  Convertible  Preferred  Stock  for Ten  Dollars  ($10.00)  per  share and by the
  Borrower's  issuance of a Five Year Warrant to Lender giving the holder  thereof
  the right to purchase Four Million (4,000,000) shares of Borrower's common stock
  for One Million Dollars ($1,000,000) ("Anticipated Permanent Financing");
  
           NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
  covenants and  agreements  hereinafter  contained,  the parties hereto do hereby
  agree as follows:
  
       1. Initial Loan Closing.  Simultaneously with the execution and delivery of
  this Loan  Agreement,  Borrower  shall borrow the principal sum of Seven Hundred
  Fifty Thousand Dollars  ($750,000) from Lender (the "Initial Draw"),  and Lender
  shall lend the Initial Draw amount to  Borrower.  The Initial Draw loan shall be
  evidenced by the ten percent (10%) Senior Note in the maximum  principal  amount
  of One Million Dollars ($1,000,000) in the form attached hereto and incorporated
  herein  as  Exhibit A (the  "Senior  Note"),  which  Senior  Note  shall be duly
  executed  and  delivered  by  Borrower  simultaneously  with the  execution  and
  delivery of this Loan Agreement.  Conditions precedent to Lender's obligation to
  make  the  loan  in the  amount  of the  Initial  Draw  shall  include:  (a) the
  employment  agreements of Wayne C. McDonald  ("McDonald")  and George P. Lee III
  ("Lee")  (the  "Management  Agreements")  shall  have  expired,  the  previously
  authorized but unsigned successor  agreements to the Management  Agreements with
  McDonald and Lee have been rescinded (the "Successor  Unsigned  Agreements") and
  Borrower shall not have any further  obligation under the Management  Agreements
  or the Successor Unsigned Agreements; (b) that the holders of Borrower's Class B
  Convertible  Preferred Stock shall have unanimously consented to the exchange of
  their shares of Class B Convertible  Preferred  Stock for shares of newly issued
  Class B-1
  Convertible Preferred Stock; (c) that the Warrant exercisable through 5:00 p.m.,
  E.D.S.T. on June 30, 1998 in the form attached hereto and incorporated herein as
  Exhibit B (the  "Warrant")  shall have been  executed and delivered by Borrower;
  and (d)  the  Board  of  Directors  of the  Borrower  shall  have  approved  the
  transaction  contemplated by the  Anticipated  Permanent  Financing  pursuant to
  which Lender shall become an "interested  stockholder" of the Borrower,  thereby
  making  Section 203 of the Delaware  General  Corporation  Law  inapplicable  to
  subsequent business combinations  involving Lender (or any affiliates of Lender)
  and the Borrower.
  
       2.  Subsequent  Loan  Closing;  Maturity  of Term  Loan.  On March 1, 1998,
  Borrower shall, if no Event of Default has occurred and if Shareholder  Approval
  shall  have been  obtained,  have the right to borrow the  principal  sum of Two
  Hundred Fifty Thousand Dollars  ($250,000) from Lender (the "Subsequent  Draw"),
  and  Lender  shall,  if no Event of  Default  has  occurred  and if  Shareholder
  Approval  shall have been  obtained,  have the obligation to lend the Subsequent
  Draw amount to Borrower;  provided,  however, that Lender shall not unreasonably
  withhold  or  delay  funding   notwithstanding  the  failure  to  have  obtained
  Shareholder Approval.  The Initial Draw and the Subsequent Draw are collectively
  referred to as the "Term Loan." The Subsequent Draw loan shall also be evidenced
  by the Senior Note. For purposes of this Loan  Agreement,  "ShareholderApproval"
  shall mean the approval by holders of the Borrower's  common stock, at a meeting
  to be held as soon as practicable  after the execution and delivery of this Loan
  Agreement,  of an increase in the number of authorized shares of common stock of
  the Borrower to accommodate the issuances of Borrower securities contemplated by
  the Anticipated Permanent Financing. Borrower hereby covenants diligently and in
  good faith to seek to  obtain,  by  appropriate  proceedings,  such  Shareholder
  Approval.  The Term Loan shall mature,  and all principal and accrued but unpaid
  interest  under the Senior Note shall be due and payable,  on the earlier of the
  following dates: (i) June 30, 1998; or (ii) the date on which Borrower  accepts,
  or enters  into  documentation  with  respect to, a  Competing  Transaction  (as
  defined in the Investment  Agreement of even date herewith  between Borrower and
  Lender (the "Investment  Agreement"))  ("Competing Transaction Early Maturity").
  Upon the  occurrence  of a  Competing  Transaction  Early  Maturity  event or if
  Borrower  breaches  its  covenant  diligently  and in good  faith to  obtain  by
  appropriate proceedings  Shareholders Approval,  Borrower shall pay Lender, as a
  premium  for early  termination  and not as a  penalty  and in  addition  to all
  outstanding principal and all accrued but unpaid interest under the Senior Note,
  an  amount  equal to  twenty  percent  (20%) of the then  outstanding  principal
  balance of the Senior Note.  If,  notwithstanding  Borrower's  diligent and good
  faith  efforts to obtain,  by  appropriate  proceedings,  Shareholder  Approval,
  Shareholder  Approval  is not  obtained  by  Borrower  prior to June  30,  1998,
  Borrower shall pay Lender, not as a penalty but as additional  consideration for
  the Term Loan and in addition to all  outstanding  principal and all accrued but
  unpaid interest under the Senior
  Note,  an amount equal to ten percent  (10%) of the then  outstanding  principal
  balance of the Senior Note.
  
       3.  Representations  and Warranties.  To induce Lender to agree to make the
  Term Loan described in Sections 1 and 2, Borrower represents and warrants:
  
            (a) Corporate Items. Borrower is duly organized,  validly existing and
  in good  standing  under the laws of  Delaware,  is  qualified to do business in
  Georgia and in all other states where it is required to do so,  except where the
  failure to so qualify would not have a material adverse effect on Borrower,  and
  has  all  necessary  authority  to  carry  on its  business  as it is now  being
  conducted.
  
            (b) Authorization. The execution, delivery and performance by Borrower
  of this Loan Agreement, the Senior Note, the Warrant and the other documents and
  instruments  executed in connection  with this Loan  Agreement and the Term Loan
  (this Loan  Agreement  and such other  documents  and  instruments,  as amended,
  restated,  supplemented and/or renewed from time to time, are known collectively
  as the "Loan  Documents") have been duly  authorized,  will not violate any law,
  corporate  documents  of Borrower or  agreement  binding on Borrower and are the
  legal, valid and binding  obligations of Borrower,  enforceable against Borrower
  in accordance with their respective terms.
  
            (c)  Actions.  Except  as set  forth on  Schedule  3(c),  there are no
  actions pending, threatened against or affecting Borrower which could materially
  impair Borrower's financial condition or its ability to conduct its businesses.
  
            (d) Liens.  None of the assets of Borrower  are subject to any lien or
  encumbrance.
  
            (e)  Sufficient  Capital.  At all times prior to, during and after any
  disbursement of the Term Loan, Borrower will have capital sufficient to carry on
  its  businesses  and  transactions  as now  conducted  and  all  businesses  and
  transactions  in which it is about to engage and will be solvent and able to pay
  all its debts as they  mature,  and  Borrower  will own  tangible or  intangible
  property  having a value,  both at fair  valuation  and at present fair saleable
  value, greater than the amount required to pay all its debts; provided, however,
  that Lender acknowledges that the financing  contemplated by this Loan Agreement
  is anticipated to be refinanced by the Anticipated Permanent Financing.
  
            (f) Environmental  Matters.  To the best knowledge of Borrower,  after
  due inquiry,  Borrower's operations and the properties which it owns, leases and
  operates are in compliance with all laws and orders relating to any hazardous or
  dangerous  waste  or  substance,  any  pollutants,  or any  waste  disposal.  No
  proceeding is pending or, to the best knowledge of Borrower, after
  due inquiry,  threatened  against or affecting Borrower with respect to any such
  environmental matters.
  
            (g)  Compliance.  Borrower  is in  compliance  with all  laws,  rules,
  regulations  and orders  applicable to it. Except as set forth on Schedule 3(g),
  no default (or event which,  with notice or passage of time,  would constitute a
  default)  exists under any  obligation  of Borrower for borrowed  money or under
  which any property of Borrower is encumbered, or under any contract or agreement
  to which Borrower is a party. No "reportable event" or "prohibited  transaction"
  as defined by the Employment  Retirement  Income  Security Act of 1974 ("ERISA")
  has occurred or is continuing as to any plan of Borrower.
  
            (h)  Liabilities.  Except as set forth on Schedule 3(h), all taxes and
  other  liabilities  which are due from  Borrower have been paid in full and in a
  timely manner.
  
       4.  Affirmative  Covenants.  From this date until the Senior Note is repaid
  and the Loan Documents are terminated:
  
            (a)  Statements.  Borrower will furnish to Lender with such  financial
  information as Lender may reasonably request from time to time.
  
            (b) Access;  Additional Reports.  During reasonable business hours, or
  at any  time,  if an  Event of  Default  has  occurred,  Lender  shall  have the
  continuing  right  to  review,  examine,  audit  and make  extracts  from all of
  Borrower's records and assets.
  
            (c) Notices.  Borrower will promptly  notify Lender of any: (i) breach
  of this Loan Agreement, any Loan Document, or any agreement under which Borrower
  has any liability;  (ii)  environmental or labor dispute  involving or affecting
  Borrower;  (iii) claim commenced in which Borrower is named as a defendant which
  could  result  in a  judgment  against  Borrower  in an amount in excess of Five
  Thousand  and 00/100  Dollars  ($5,000.00);  (iv)  reportable  event under ERISA
  involving  Borrower or any plans established or maintained by Borrower;  and (v)
  material  adverse  change in the  business,  prospects or financial  position of
  Borrower which affects the ability of Borrower to repay the Term Loan.
  
            (d)  Environmental.  To the extent that  Borrower  has control of such
  properties for such matters,  Borrower's  operations and the properties which it
  owns,  leases  and  operates  shall be in  compliance  with all laws and  orders
  relating to any hazardous or dangerous waste or substance,  any  pollutants,  or
  any waste  disposal.  No proceeding  shall be pending or  threatened  against or
  affecting Borrower with respect to any such environmental matters. Borrower will
  promptly  notify the Lender  upon  learning of any  noncompliance  or pending or
  threatened proceeding relating to any of the matters referred to herein.
  5. Negative  Covenants.  From this date until the Senior Note is repaid and
  the Loan Documents are terminated, Borrower shall not:
  
            (a)  Discontinue  its business,  sell a material part of its assets or
  liquidate,  sell,  transfer,  assign or  otherwise  dispose of any of its assets
  provided, however, that it may sell in the ordinary course of business and for a
  full  consideration  in money or money's  worth,  any  product,  merchandise  or
  service produced, marketed or furnished by it.
  
            (b) Sell,  assign,  pledge or grant a security  interest in any of its
  assets to any person  other than  Lender,  or permit  any lien,  encumbrance  or
  security interest to attach to any of itsassets except in favor of Lender.
  
            (c) Endorse,  guarantee or become  surety for the  obligations  of any
  person,  firm or  corporation,  except  that  Borrower  may  endorse  checks and
  negotiable  instruments  for  collection  or deposit in the  ordinary  course of
  business.
  
            (d) Make  any  loans or repay  any  existing  loans  made to it by its
  officers,  directors or stockholders other than the Term Loan, or make any loans
  or other  advances  of credit  to, or an equity  investment  in,  any  person or
  entity;  provided,  however, that Borrower may permit advances of as much as two
  (2) weeks salary to employees so long as the  aggregate  amount of such advances
  outstanding at any time does not exceed $5,000.
  
            (e) Change its name or consolidate or merge with any other corporation
  oracquire or purchase any equity interest in any other entity,  including shares
  of stock of other corporations, or acquire or purchase any assets or obligations
  of any other entity without the prior written consent of Lender.
  
            (f)  Amend  or  restate  or  otherwise   modify  its   Certificate  of
  Incorporation or Bylaws without the prior written consent of Lender.
  
            (g) Other than "at will"  employment  agreements  entered  into in the
  ordinary  course of business,  enter into any personal  service,  consulting  or
  other agreement with Lee, McDonald or other executive-level personnel.
  
       6.  Collateral.  All now  existing and  hereafter  arising  obligations  of
  Borrower to Lender (including, without limitation, the Term Note) are secured by
  a first lien and security  interest in all of the assets of Borrower pursuant to
  the Security  Agreement  (collectively  the  "Collateral").  Borrower  agrees to
  execute  or  cause  to be  executed  and  delivered  to  Lender  all  additional
  documentation  requested  by Lender to  evidence  or assure the  protection  and
  perfection of the Collateral and the  enforceability  against  Borrower of Borro
  wer's pledge of the Collateral toLender. The provisions of the various documents
  providing or relating to
  the Collateral and of the Loan Documents supplement and are in addition to those
  of this Loan Agreement and any  inconsistent  provisions shall be interpreted in
  all respects in favor of Lender.
  
       7.  Conditions to the Loans.  As conditions to Lender's  making the Initial
  Draw loan, at Lender's election, the following shall be satisfied:
  
            (a) Supporting Documents.  Borrower shall have delivered to Lender the
  following  documents duly and validly executed by the parties  thereto:  (i) the
  Term  Note;  (ii)  the  Security  Agreement  in the  form  attached  hereto  and
  incorporated  herein  as  Exhibit  C  (the  "Security  Agreement")  and  related
  financing  statements in form and substance  satisfactory  to Lender;  (iii) the
  Warrant; and (iv) such other documents reasonably requested by Lender.
  
            (b)  Certificates  of  Good  Standing  and  Secretary's   Certificate.
  Borrower shall have  delivered to Lender,  resolutions of the Board of Directors
  of Borrower  authorizing  the  borrowings  and grants of  security  contemplated
  hereunder and the execution and delivery by Borrower of this Loan  Agreement and
  the other Loan Documents,  all certified by the Secretary of Borrower or another
  officer  acceptable  to  Lender,   with  current  and  complete  copies  of  the
  Certificate of Incorporation and By Laws of Borrower.
  
            (c) Fees and  Expenses.  Borrower  shall  have paid to Lender all fees
  associated with the negotiation and preparation of the Loan Documents, including
  legal fees not in excess of Twelve Thousand Five Hundred Dollars ($12,500).
  
            (d) Other  Documents.  Borrower  shall have  delivered  to Lender such
  other documents and instruments as Lender may reasonably request.
  
       8. Events of Default; Collateral Realization.  The occurrence of any of the
  following  events  shall be an "Event of Default"  hereunder  and under the Loan
  Documents:
  
            (a)  Borrower does not pay or repay to Lender the Term
  Loan when due or declared due and payable;
  
            (b) Borrower violates any other agreement  contained herein, in any of
  the other Loan Documents, or in any other agreement or instrument running to the
  benefit of Lender to which  Borrower  is or  becomes a party and such  violation
  continues for fifteen (15) days after notice from Lender of such violations;
  
            (c) Any  representation  or warranty made by Borrower herein or in any
  of the other Loan Documents, any writings furnished to Lender in connection with
  the Loan  Agreement or in any other  agreement or instrument is false when made,
  or if Borrower  breaches the terms of any covenant  contained  herein, in any of
  the other Loan  Documents,  or in any  agreement  or  instrument  running to the
  benefit of the Lender to which Borrower is or becomes a party
  and such breach continues for fifteen (15) days after notice from Lender;
  
            (d)  Borrower  makes  an  assignment  for  the  benefit  of  creditors
  generally; or
  
            (e) Borrower  applies for the appointment of a trustee or receiver for
  all or part of its assets or  commence  any  proceedings  under any  bankruptcy,
  reorganization, arrangement, insolvency, dissolution or other liquidation law of
  any jurisdiction;  or any such application is filed, or any such proceedings are
  commenced,  against  Borrower and Borrower  indicates its  approval,  consent or
  acquiescence  thereto;  or an  order  is  entered  appointing  such  trustee  or
  receiver,  or  adjudicating  Borrower  bankrupt or  insolvent,  or approving the
  petition in any such  proceedings,  and such order  remains in effect for thirty
  (30) days.
  
            The  above  recitation  of  Events of  Default  supplement  and are in
  addition to any defaults specified in any of the other Loan Documents.
  
            If any Event of Default occurs, Lender may, accelerate the Obligations
  and any  other  obligations  of  Borrower  to  Lender  and  thereupon  all  such
  obligations  shall be  immediately  due and  payable,  and Lender shall have all
  rights  provided  herein  or in any of the other  Loan  Documents  or  otherwise
  provided  by law to  realize  on the  Collateral.  After  maturity,  whether  by
  acceleration or otherwise,  the Loans will bear interest  (computed and adjusted
  in the same manner,  and with the same effect, as interest on the Loans prior to
  maturity) payable on demand at a rate or rates otherwise borne by the Loans plus
  4% per annum,  in all cases until paid and whether  before or after the entry of
  any judgment thereon.
  
       9.   Miscellaneous.
  
            (a)  Amendment.  This Loan  Agreement  may not be amended  except in a
  written  agreement signed by an authorized  officer of Borrower and Lender.  Any
  variance from the terms of this Loan  Agreement and the other Loan  Documents is
  permitted  only with the prior  written  consent  of an  authorized  officer  of
  Lender.
  
            (b) Law; Jurisdiction; Venue. This Loan Agreement is deemed to be made
  in Georgia,  and all the rights and obligations of Borrower and Lender hereunder
  shall in all respects be governed by and construed in  accordance  with the laws
  of the State of Georgia,  including  all matters of  construction,  validity and
  performance.  Without  limitation  on the ability of Lender to exercise  all its
  rights to initiate and prosecute in any applicable  jurisdiction matters related
  to loan repayment,  the obligations hereunder, the Collateral and other security
  for the  obligations,  Borrower and Lender  agree that any action or  proceeding
  commenced  by or on behalf of the  parties  arising  out of or  relating  to the
  obligations and/or the loan documents,  the Collateral and/or any other security
  for the obligations, shall, at Lender's option, be commenced and
  maintained  in the  district  court of the  United  States for the  District  of
  Connecticut   or  any  other  court  of  applicable   jurisdiction   located  in
  Connecticut.
  
            (c) Delay. No delay,  omission or forbearance on the part of Lender in
  the  exercise  of any power or right  shall  operate as a waiver,  nor shall any
  single or partial delay, omission or forbearance limit the exercise of any other
  power  or  right.  The  rights  and  remedies  of  Lender  herein  provided  are
  cumulative, shall be interpreted in all respects in favor of Lender, and are not
  exclusive of any other rights or remedies provided by law.
  
            (d) Time Is of the Essence.  Time is of the essence in the performance
  of this Loan Agreement and the Loan Documents.
  
            (e) Notification.  Borrower agrees to immediately notify the Lender of
  any violation or breach of any representation,  warranty,  covenant or condition
  set forth herein or in any of the Loan Documents.
  
            (f) Release of Collateral.  Borrower acknowledges that Lender reserves
  the right not to release the  Collateral  until the date that is ninety one (91)
  days from the date the Senior  Note is repaid.  Notwithstanding  the  foregoing,
  Lender agrees to subordinate  the reserved lien to the lien of any source of the
  funds to repay the Senior Note on terms and conditions  reasonably acceptable to
  Lender and its counsel.
  
            (g)  Assignment.  Lender may assign  this Loan  Agreement,  the Senior
  Note, the Security  Agreement,  the Warrant and its rights hereunder only to any
  partnership,  firm,  corporation,  limited  liability  company  or other  entity
  controlled by John H. Laeri, Jr.
  
               (remainder of page intentionally blank)
  IN WITNESS  WHEREOF,  the parties have executed this Loan  Agreement on the
  date first set forth above.
  
                                GOLF TRAINING SYSTEMS, INC.
  
                                By:  S/ Daniel A. Gordon
                                --------------------------------
  
                                Name:  Daniel A. Gordon
  
                                Title:  Chief Executive Officer
  
                                S/ John H. Laeri, Jr.
                                --------------------------------
                                JOHN H. LAERI, JR.
  Exhibit A.4
  
                Patent Collateral Assignment dated December 31, 1997
  
                            PATENT COLLATERAL ASSIGNMENT
  
       This  Agreement  is made as of the 31 day of  December,  1997  between GOLF
  TRAINING SYSTEMS, INC., a corporation having a mailing address at 3400 Corporate
  Way,  Suite G, Duluth,  Georgia  30136  ("Assignor")  and JOHN H. LAERI,  JR., a
  natural person having a mailing  address at 9 Burr Road,  Westport,  Connecticut
  06880-4220, and his assigns ("Lender").
  
           BACKGROUND.  Assignor has executed and  delivered  its Senior Note (the
  "Note") to the Lender in the maximum amount of $1,000,000 of even date herewith,
  pursuant to a certain Loan Agreement of even date herewith  between Assignor and
  the Lender (as amended from time to time,  the "Loan  Agreement").  Assignor has
  agreed to assign to Lender certain patent rights.
  
           NOW,  THEREFORE,  in  consideration  of the premises,  Assignor  hereby
  agrees with Lender as follows:
  
           1. To secure the complete and timely  satisfaction  of all  Obligations
  (as defined in the Security Agreement of even date herewith between Assignor and
  the Lender (the "Security  Agreement")),  Assignor  hereby  grants,  assigns and
  conveys to Lender  the entire  right,  title and  interest  in and to the patent
  applications  and  patents  listed  in  Schedule  A  hereto,  including  without
  limitation all proceeds thereof (such as, by way of example,  license  royalties
  and  proceeds of  infringement  suits),  the right to sue for past,  present and
  future  infringement  suits),  the right to sue for  past,  present  and  future
  infringements,  all rights  corresponding  thereto  throughout the world and all
  re-issues,     divisions,     continuations,     renewals,     extensions    and
  continuations-in-part thereof (collectively called the "Patents").
  
           2. Assignor covenants, warrants and represents to Lender that:
  
                    (a) The  Patents  are  subsisting  and have not been  adjudged
                    invalid  or  unenforceable,   in  whole  or  in  part  and  no
                    proceedings to invalidate the Patents are pending or have been
                    threatened;
  
                    (b)      To the best of Assignor's knowledge, each of the
                    Patents is valid and enforceable;
  
                    (c) Assignor is the sole and exclusive owner of the entire and
                    unencumbered  right,  title and interest in and to each of the
                    Patents,   free  and   clear  of  any   liens,   charges   and
                    encumbrances, including without limitation
  licenses, shop rights and covenants by Assignor not to
                    sue third persons; and
  
                    (d)  Assignor  has the  unqualified  right to enter  into this
                    Agreement and perform its terms and has entered and will enter
                    into  written  agreements  with each of its present and future
                    employees,  agents and  consultants  which  will  enable it to
                    comply with the covenants herein contained.
  
           Except has specifically set forth above, Assignor does not warrant that
  the Patents might not be declared invalid if challenged in court.
  
           3. Assignor agrees that,  until all of the Obligations  shall have been
  satisfied  in full,  it will not enter into any  agreement  (including,  without
  limitation,  any license or sublicense  agreement)  which is  inconsistent  with
  Assignor's  obligations  under this  Agreements,  without Lender's prior written
  consent.
  
           4. If,  before  the  Obligations  shall  have been  satisfied  in full,
  Assignor  shall  obtain  rights  to any new  patentable  inventions,  or  become
  entitled to the  benefit of any patent  application  or patent for any  reissue,
  division,  continuation,  renewal,  extension,  or  continuation-in-part  of any
  Patent or any  improvement  on any Patent,  the  provisions of Paragraph 1 shall
  automatically  apply  thereto and Assignor  shall give to Lender  prompt  notice
  thereof in writing hereof.
  
           5.  Assignor  authorizes  Lender to modify this  Agreement  by amending
  Schedule  A to include  any future  patents  and patent  applications  which are
  Patents under Paragraph 1 or Paragraph 4 hereof.
  
           6. Unless and until  there shall have  occurred  and be  continuing  an
  Event of Default (as defined in the Security Agreement), Lender hereby grants to
  Assignor the exclusive,  non-transferable  right and license to make, have made,
  use and sell the inventions  disclosed and claimed in the Patents for Assignor's
  own  benefit and  account  and for none  other.  Assignor  agrees not to sell or
  assign its interest in, or grant any sublicense  under,  the license  granted to
  Assignor in this Paragraph 6, without the prior written consent of Lender.
  
           7. If any Event of  Default  shall  have  occurred  and be  continuing,
  Assignor's  license  under  the  Patents  as set  forth in  Paragraph  6,  shall
  terminate forthwith,  and the Lender shall have, in addition to all other rights
  and remedies given it by this Agreement, those allowed by law and the rights and
  remedies of a secured party under the Uniform  Commercial Code as enacted in any
  jurisdiction  in which the  Patents may be located  and,  without  limiting  the
  generality  of the  foregoing,  the Lender may  immediately,  without  demand of
  performance  and without other notice (except as set forth next below) or demand
  whatsoever to Assignor,
  all of which are hereby expressly  waived,  and without  advertisement,  sell at
  public or  private  sale or  otherwise  realize  upon,  in  Atlanta,  Georgia or
  elsewhere,  the  whole  or from  time to time any  part of the  Patents,  or any
  interest  which the  Assignor may have  therein,  and after  deducting  from the
  proceeds the sale or other  disposition  of the Patents all expenses  (including
  all reasonable  expenses for brokers' fees and legal services),  shall apply the
  residue of such proceeds toward the payment of the Obligations. Any remainder of
  the proceeds after payment in full of the Obligations  shall be paid over to the
  Assignor.  Notice of any sale or other disposition of the Patents shall be given
  to  Assignor at least five (5) days  before the time of any  intended  public or
  private sale or other  disposition of the Patents is to be made,  which Assignor
  hereby agrees shall be reasonable notice of such sale or other  disposition.  At
  any such sale or other disposition, any holder of any Note or Lender may, to the
  extent  permissible  under applicable law, purchase the whole or any part of the
  Patents sold,  free from any right of redemption on the part of Assignor,  which
  right is hereby waived and released.
  
           8. At  such  time  as  Assignor  shall  completely  satisfy  all of the
  Obligations, Lender shall execute and deliver to Assignor all deeds, assignments
  and other  instruments as may be necessary or proper to re-vest in Assignor full
  title to the Patents,  subject to any  disposition  thereof  which may have been
  made by Lender  pursuant  hereto,  and release  this  Collateral  Assignment  in
  accordance with the Loan Agreement.
  
           9. Any and all fees,  costs and  expenses,  of whatever kind or nature,
  including the reasonable attorneys' fees and legal expenses,  incurred by Lender
  in connection  with the  preparation of this  Agreement and all other  documents
  relating  hereto  and  the  consummation  of this  transaction,  the  filing  or
  recording of any  documents  (including  all taxes in  connection  therewith) in
  public offices, the payment or discharge of any taxes, counsel fees, maintenance
  fees, encumbrances or otherwise protecting, maintaining, preserving the Patents,
  or in  defending or  prosecuting  any actions or  proceedings  arising out of or
  related to the Patents,  shall be borne and paid by Assignor on demand by Lender
  and until so paid shall be added to the principal  amount of the Obligations and
  shall bear interest at the rate prescribed in the Security Agreement.
  
           10. Assignor shall have the duty, through counsel acceptable to Lender,
  to prosecute  diligently any patent application of the Patents pending as of the
  date of this Agreement or thereafter until the Obligations  shall have been paid
  in full, to make  application  on unpatented  but  patentable  inventions and to
  preserve  and  maintain  all rights in patent  applications  and  patents of the
  Patents.  Any expenses  incurred in connection with such an application shall be
  borne by  Assignor.  The  Assignor  shall not abandon any right to file a patent
  application, or any pending
  patent  application or patent  without the consent of the Lender,  which consent
  shall not be unreasonably withheld.
  
           11.  Lender  shall have the right but in no way be  obligated  to bring
  suit in its own name to enforce the Patents and any license thereunder, in which
  event  Assignor  shall at the  request of Lender do any and all lawful  acts and
  execute  any  and  all  proper  documents  required  by  Lender  in aid of  such
  enforcement  and Assignor shall promptly,  upon demand,  reimburse and indemnify
  Agent for all costs  and  expenses  incurred  by Lender in the  exercise  of its
  rights under this Paragraph 11.
  
           12. No course of dealing between  Assignor and Lender,  nor any failure
  to exercise,  nor any delay in  exercising,  on the part of Lender,  any rights,
  power or privilege  hereunder or under the Security Agreement shall operate as a
  waiver thereof; nor shall any single or partial exercise of any rights, power or
  privilege hereunder or thereunder preclude any other or further exercise thereof
  or the exercise of any other right, power or privilege.
  
           13. All of Lender's  rights and  remedies  with respect to the Patents,
  whether  established  hereby  or by the  Security  Agreement,  or by  any  other
  agreements  or by law shall be  cumulative  and may be exercised  singularly  or
  concurrently.
  
           14. The provisions of this  Agreement are severable,  and if any clause
  or provision shall be held invalid and unenforceable in whole or in party in any
  jurisdiction,  then such invalidity or  unenforceability  shall affect only such
  clause or provision, or part thereof, in such jurisdiction, and shall not in any
  manner affect such clause or provision in any other  jurisdiction,  or any other
  clause or provision of this Agreement in any jurisdiction.
  
           15. This Agreement is subject to modification  only by a writing signed
  by the  parties,  except as  provided  in  Paragraph  5. This  Agreement  may be
  executed in  counterparts.  Any  telecopy or  facsimile  copy of this  Agreement
  signed by Assignor shall be for all purposes  equivalent to an original "wet ink
  copy" of this Agreement signed by Assignor.
  
           16. The  benefits  and  burdens of this  Agreement  shall  inure to the
  benefit of and be binding upon the respective  successors and permitted  assigns
  of the parties.
  
           17. The validity and  interpretation  of this  Agreement and the rights
  and obligations of the parties shall be governed by the laws of the Commonwealth
  or State of Georgia and the patent laws of the United States of America.
  
           WITNESS the  execution  hereof  under seal as of the day and year first
  above written.
  Borrower:                  
                     
                                    GOLF TRAINING SYSTEMS, INC.
  
                                    By: /s/ Daniel A. Gordon
                                    -------------------------
                                    Title : Chief Executive Officer
  
                                            [Corporate Seal]
  
                                    Lender:
  
                                    /s/ John H. Laeri, Jr.
                                    -------------------------
                                    John H. Laeri, Jr.
  Schedule A to a Patent  Collateral  Assignment dated December 31, 1997,  between
  Golf Training Systems, Inc. and John H. Laeri, Jr.
  
         ------------------------------------------------------------------
  
  U.S. Patent 5,050,874
  Title:  Swing Training and Exercising Apparatus
  Inventor:  Robert E. Fitch
  Assignee:  Golf Training Systems, Inc.
  U.S. Serial No. 07/527,314, filed 05/23/90
  
  U.S. Patent 5,284,464
  Title:  Swing Training and Exercising Apparatus
  Inventor:  George P. Lee III & David B. Leadbetter
  Assignee:  Golf Training Systems, Inc.
  U.S. Serial No. 07/906,475, filed 06/30/92
  
  U.S. Design Patent No. D 378,767
  Title:  Golf Glove
  Inventor:  David B. Leadbetter
  Assignee:  Golf Training Systems, Inc.
  
  Title:  Putting Stroke Training Device
  Inventor:  David B. Leadbetter & George P. Lee III
  Assignee:  Golf Training Systems, Inc.
  CERTIFICATE OF ACKNOWLEDGEMENT
  
  COMMONWEALTH OR STATE OF  :
  Georgia                   :
  COUNTY OF Fulton          :
  
       Before  me,  the  undersigned,  a  Notary  Public  in and  for  the  county
  aforesaid,  on this 5th day of  January,  1998,  personally  appeared  Daniel A.
  Gordon to me know personally,  and who, being by me duly sworn, deposes and says
  that he is the Chief Executive Officer of Golf Training Systems,  Inc., and that
  the seal  affixed to the  foregoing  instrument  is the  corporate  seal of said
  corporation,  and that said  instrument  was signed and sealed on behalf of said
  corporation  by authority of its Board of  Directors,  and said Daniel A. Gordon
  acknowledged said intrument to be the free act and deed of said corporation.
  
                                     /s/ Samuel F. Boyte
                                     ---------------------------
                                     Notary Public
  
                                     My commission espires:
                                     Notary Public, Fulton County, Georgia
                                     My Commission expires January 15, 2000
  CERTIFICATE OF ACKNOWLEDGEMENT
  
  COMMONWEALTH OR STATE OF  :
  ________________________  :
  COUNTY OF ______________  :
  
            Before  me,  the  undersigned,  a Notary  Public in and for the county
       aforesaid,  on this ___ day of _______,  199_,  personally appeared John H.
       Laeri, Jr. to me know personally,  and who, being by me duly sworn, deposes
       and  says  that  said  instrument  was  signed  and  sealed  by him  and he
       acknowledged said intrument to be the free act and deed.
  
                                      ______________________________________
                                      Notary Public
  
                                      My Commission expires:
  Exhibit B.
               Certificate of Designations of Series C Preferred Stock
  
                             GOLF TRAINING SYSTEMS, INC.
  
               CERTIFICATE OF DESIGNATIONS OF SERIES C PREFERRED STOCK
  
           Golf   Training   Systems,    Inc.,   a   Delaware   corporation   (the
  "Corporation"),  does  hereby  certify  that  the  Board  of  Directors  of  the
  Corporation, pursuant to authority expressly vested in the Board of Directors by
  its Certificate of Incorporation and in accordance with the General  Corporation
  Law of Delaware,  has adopted the following resolution creating a Series C issue
  of Preferred Stock:
  
           RESOLVED,  that Seventy Thousand  (70,000) of the 3,000,000  authorized
  shares  of  preferred  stock of the  Corporation  shall be  designated  Series C
  Preferred  Stock,  $.01 par  value per  share,  and shall  possess  the  rights,
  preferences and other terms as set forth below:
  
           1.  Designation  and Initial  Number.  The class of shares of Preferred
  Stock hereby  authorized shall be designated the "Series C Preferred  Stock". As
  used hereinafter,  the term "Preferred Stock" without designation shall refer to
  shares of Series C Preferred Stock. The initial number of such authorized shares
  of the Preferred  Stock shall be Fifty  Thousand  (50,000)  shares at a purchase
  price of $10.00 per share.
  
           2.  Dividends.  The  holders of the Series C  Preferred  Stock shall be
  entitled to receive,  when and as  declared  by the Board of  Directors,  out of
  funds at the time legally available for payment of dividends by the Corporation,
  a dividend at a rate equal to One and 20/100 Dollars ($1.20) per share per annum
  (computed on the basis of a 360-day year,  30-day  month) on a cumulative  basis
  from the date of issuance of such  shares,  which shall be payable  quarterly on
  January 31,  April 30, July 31, and October 31, in each year  commencing  on the
  first such  quarterly  date after  issuance,  before any dividends  shall be set
  apart or paid on any  other  class or series of  capital  stock for such  period
  other  than the  Corporation's  Series D  Preferred  Stock and six shares of the
  Corporation's  Series  B  Preferred  Stock.  The  Series  C  Preferred  Stock is
  subordinate to the  Corporation's  Series D Preferred Stock and on a parity with
  the  Corporation's  Series  B-1  Convertible   Preferred  Stock  in  payment  of
  dividends.  Dividends for each calendar  quarter  commencing prior to January 1,
  2000  shall not be paid in cash but shall  instead  be paid by the  issuance  of
  additional  shares of Series C Preferred  Stock,  valued for the payment of such
  dividends  at a  dividend  value of $10.00  per share.  If any  dividend  on the
  Preferred Stock shall for any reason not be
  paid at the time such  dividend  shall become due, then such dividend in arrears
  shall  be paid as  soon as  payment  of same  shall  be  permissible  under  the
  provisions  of the General  Corporation  Law of Delaware.  Until any dividend in
  arrears  is paid,  dividends  shall  continue  to accrue on each share at a rate
  equal to One and 50/100 Dollars  ($1.50) per share per annum on all dividends in
  arrears  commencing 10 days after the dividend  payment date until such dividend
  payments in full are made.
  
           For purposes of this Section 2, the date on which the Corporation shall
  initially issue the shares of Series C Preferred Stock shall be deemed to be the
  "date of issuance" of such shares  regardless of how many times transfer of such
  shares shall be made on stock records  maintained by or for the  Corporation and
  regardless  of the number of  certificates  which may be issued to evidence such
  shares (whether by reason of transfers of such shares or for any other reason).
  
           3. Redemption and Put Option.  Each holder, at its option,  may require
  the Corporation to redeem on a cumulative  basis up to one-third of the Series C
  Preferred Stock held by such holder on the fifth  anniversary,  up to two-thirds
  of the Series C Preferred Stock held by such holder (less any shares redeemed on
  the fifth anniversary) on the sixth anniversary,  and up to all of the remaining
  Series C Preferred  Stock held by such holder on the seventh  anniversary of the
  date of issuance of the outstanding Preferred Stock so redeemed upon at least 60
  days' prior written  notice to the  Corporation  by each holder of record of the
  Preferred Stock to be redeemed,  by the Corporation paying a redemption price of
  $10.00 per share of  Preferred  Stock,  plus all  accrued  and unpaid  dividends
  thereon,  at the  date  fixed  for  redemption,  in  cash,  for  each  share  of
  outstanding Preferred Stock so redeemed. Prior to the date fixed for redemption,
  each holder may elect to exercise its conversion rights under Section 5 hereof.
  
           4.  Liquidation  or  Dissolution.  The  Series  C  Preferred  Stock  is
  subordinate in liquidation  preference to the Corporation's  "Senior Securities"
  (which Senior  Securities  are limited to the  Corporation's  Series A Preferred
  Stock and Series D Preferred  Stock) and on a parity in  liquidation  preference
  with the  Corporation's  Series B-1  Convertible  Preferred  Stock (the  "Parity
  Securities").  In  the  event  of  any  voluntary  or  involuntary  liquidation,
  dissolution, or winding-up of the affairs of the Corporation, the holders of the
  issued and outstanding Series C Preferred Stock shall be entitled to receive for
  each share of  Preferred  Stock,  before any  distribution  of the assets of the
  Corporation shall be made to the holders of any other class or series of capital
  stock other than the Corporation's  Senior Securities,  a dollar amount equal to
  $10.00  per share of Series C  Preferred  Stock,  plus all  declared  and unpaid
  dividends thereon to the date fixed for distribution, without interest. If, upon
  such liquidation, dissolution, or winding-up, the assets of the
  Corporation  that are  distributable,  as  aforesaid,  among the  holders of the
  Series C Preferred  Stock (after  distribution  to holders of the  Corporation's
  Senior  Securities)  shall be insufficient to permit the payment to them of said
  amount,  the entire assets (after  distribution to holders of the  Corporation's
  Senior Securities) shall be distributed  ratably among the holders of the Series
  C Preferred  Stock and the Parity  Securities in proportion with the liquidation
  preferences due to each. A consolidation or merger of the  Corporation,  a share
  exchange, a sale, lease, exchange or transfer of all or substantially all of its
  assets as an entirety, or any purchase or redemption of stock of the Corporation
  of  any  class,  shall  not  be  regarded  as a  "liquidation,  dissolution,  or
  winding-up of the affairs of the Corporation" within the meaning of this Section
  4.
  
           5. Voluntary Conversion.  The holders of Series C Preferred Stock shall
  have the conversion rights as follows:
  
                    (A) Each holder of Series C Preferred Stock may at any time or
  from time to time  convert  such  Preferred  Stock into the Common  Stock of the
  Corporation,   on   presentation   and  surrender  to  the  Corporation  of  the
  certificate(s) of the Preferred Stock to be so converted.
  
                    (B) Each  holder of Series C  Preferred  Stock  shall have the
  right to convert such  Preferred  Stock into Common Stock of the  Corporation on
  and subject to the following terms and conditions:
  
                             (i)   Each share of Series C Preferred Stock shall be
  convertible  into that number of shares of Common Stock equal to $10.00  divided
  by $.30 per share of Common Stock (the "Conversion  Price"),  as may be adjusted
  as hereinafter provided.
  
                             (ii)     In order to voluntarily convert Series C
  Preferred Stock into Common Stock,  the holder thereof shall on any business day
  surrender at the office of the Corporation,  the  certificate(s) or certificates
  representing such shares, duly endorsed to the Corporation or in blank, and give
  written  notice to the  Corporation  at said office of the number of said shares
  which such  holder  elects to convert  pursuant to the form  attached  hereto as
  Exhibit  A.  Series C  Preferred  Stock  shall be deemed to have been  converted
  immediately  prior to the close of  business  on the day of such  surrender  for
  conversion, and the person(s) entitled to receive the Common Stock issuable upon
  such  conversion  shall be treated for all  purposes as the record  holder(s) of
  such Common Stock at such time. As promptly as  practicable on or after the date
  of any conversion,  the Corporation  shall issue and deliver the  certificate(s)
  representing  the number of shares of Common Stock issuable upon such conversion
  (together  with  cash  in  lieu of any  fraction  of a  share,  as  provided  in
  subparagraph (H) hereinbelow), to the person(s) entitled thereto. In the case of
  the conversion of only a part of the shares of any holder of Series C Preferred
  Stock,  the  Corporation  shall  also  issue and  deliver  to such  holder a new
  certificate  of Series C Preferred  Stock  representing  the number of shares of
  such Series C Preferred Stock not converted by such holder.
  
                    (C) The  Conversion  Price as  hereinabove  provided  shall be
  subject to adjustments as follows:
  
                             (i)      In case the Corporation shall (a) pay a
  dividend on its Common Stock in shares of its Common  Stock,  (b)  subdivide its
  outstanding  shares of Common Stock into a greater number of shares, (c) combine
  its  outstanding  shares of Common Stock into a lesser number of shares,  or (d)
  issue by  reclassification  of its  shares  of Common  Stock  any  shares of its
  capital  stock,  the  number of shares of Common  Stock  into which the Series C
  Preferred Stock is convertible,  in effect  immediately prior thereto,  shall be
  adjusted so that the holder of a share of Series C Preferred  Stock  surrendered
  for conversion after the record date fixing  shareholders to be affected by such
  event shall be entitled to  receive,  upon  conversion,  the number of shares of
  Common Stock which such holder would have owned or have been entitled to receive
  after the  happening  of such event had such share of Series C  Preferred  Stock
  been converted immediately prior to the record date in the case of such dividend
  or the  effective  date in the  case of any  such  subdivision,  combination  or
  reclassification.  An adjustment made pursuant to this subparagraph (C)(i) shall
  be made  whenever  any such events  shall  happen,  but shall  become  effective
  retroactively after such record date or such effective date, as the case may be,
  as to shares of Series C Preferred Stock  converted  between such record date or
  effective date and the date of happening of any such event.
  
                             (ii)  In case the Corporation shall, prior to October
  30,  2000,  (a) issue  rights or  warrants  to all  holders of the Common  Stock
  entitling  them to subscribe  for or purchase  shares of Common Stock at a price
  per share less than the Conversion  Price as in effect from time to time, or (b)
  issue or sell any shares of Common Stock (or be deemed to have issued any shares
  of Common Stock as provided herein),  without consideration or for consideration
  per share less than the Conversion Price, then in each case the Conversion Price
  in effect  immediately prior to such issuance  automatically and forthwith shall
  be adjusted or readjusted (to the nearest cent) as follows:
  
                                      (a)     The Conversion Price shall be
  automatically  lowered to the price per share which is less than the  Conversion
  Price (the  "Adjusted  Conversion  Price")  for that  number of shares of Common
  Stock into which the Series C  Preferred  Stock is  convertible  which  shall be
  calculated  by  multiplying  (i) the number of shares of Common Stock into which
  the Preferred  Stock is  convertible  prior to the  foregoing  adjustment to the
  Conversion Price by (ii) a fraction whose numerator is the lesser of (aa) the
  below  described  denominator or (bb) the total number of shares of Common Stock
  sold or deemed to be sold in a subsequent  transaction and whose  denominator is
  the number of shares of Common Stock into which the Series C Preferred Stock was
  originally convertible. The balance of the shares of Common Stock into which the
  Series C Preferred Stock is convertible shall continue subject to the Conversion
  Price in effect prior to the foregoing adjustment to the Conversion Price.
  
                                     (b)In the event there is any subsequent event
  under this  subparagraph  (C)(ii) which triggers an adjustment to the Conversion
  Price as provided  herein,  the adjustment to the  Conversion  Price shall first
  affect those shares of Common Stock of the  Corporation  to which the  Preferred
  Stock is convertible which have not been subject to adjustment hereunder and any
  adjustment(s)  thereafter  shall first  affect those shares of Common Stock with
  the highest Adjusted Conversion Price.
  
                             (iii)        For the purpose of any adjustment of the
  number of shares of Common Stock  purchasable  on the conversion of the Series C
  Preferred  Stock pursuant to this Section 5, the following  provisions  shall be
  applicable:
  
                                      (a)    In the case of the issuance of Common
  Stock for cash, the consideration received upon such issuance shall be deemed to
  be the gross amount of cash paid therefor.
  
                                      (b)    In the case of the issuance of Common
  Stock for a consideration in whole or in part other than cash, the consideration
  received  upon such  issuance  other  than  cash  shall be deemed to be the fair
  market value thereof.
  
                                      (c)    In the case of the issuance of Common
  Stock without consideration, the consideration received upon such issuance shall
  be deemed to be $0.01 per share.
  
                   (d) In the case of the issuance of (I) options
  to purchase or rights to subscribe  for Common Stock,  (II)  securities by their
  terms  convertible  into or  exchangeable  for Common Stock or (III)  options to
  purchase or rights to subscribe for such convertible or exchangeable securities:
  
                                              (1) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon the exercise of such options to
                                              purchase or rights to subscribe  for
                                              Common Stock shall be deemed to have
                                              been issued at the time such options
                                              or  rights  were  issued  and  for a
                                              consideration     equal    to    the
                                              consideration,  if any,  received by
                                              the Corporation upon the issuance of
                                              such  options  or  rights  plus  the
                                              minimum
  purchase price provided in such options
                                           or rights for the Common Stock covered
                                           thereby; and
  
                                              (2) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon  conversion  of or in  exchange
                                              for   any   such    convertible   or
                                              exchangeable  securities or upon the
                                              exercise  of options to  purchase or
                                              rights   to   subscribe   for   such
                                              convertible     or      exchangeable
                                              securities and subsequent conversion
                                              or exchange  thereof shall be deemed
                                              to have been issued at the time such
                                              securities   were   issued  or  such
                                              options  or rights  were  issued and
                                              for a  consideration  equal  to  the
                                              consideration,  if any,  received by
                                              the   Corporation   for   any   such
                                              securities  and  related  options or
                                              rights  (excluding any cash received
                                              on account of  accrued  interest  or
                                              accrued    dividends),    plus   the
                                              additional consideration, if any, to
                                              be received by the Corporation  upon
                                              the  conversion  or exchange of such
                                              securities  or the  exercise  of any
                                              related options or rights.
  
                             (iv)     All adjustments under this subparagraph (C)
  shall be made to the nearest cent.
  
                    (D) No adjustment of the Conversion Price shall be made in any
  of the following cases:
  
                             (i)      upon the grant or exercise of stock options
  hereafter  granted,  or upon the  issuance of shares upon  exercise of rights to
  purchase shares under any employee,  officer, or director stock option plans now
  or  hereafter  authorized,  to the extent  that the  aggregate  of the number of
  shares which may be  purchased  under such option plans is less than or equal to
  15 percent of the number of shares of Common Stock  outstanding  on January 1 of
  the year of the grant;
  
                             (ii)     shares of Common Stock issued upon the
  conversion  of this  Series  C  Preferred  Stock  or any  presently  outstanding
  convertible   security  of  the  Corporation  or  the  Corporation's   Series  D
  Convertible Preferred Stock;
  
                             (iii)       shares issued by way of dividend or other
  distribution  on Common Stock  excluded from the  calculation  of the adjustment
  under this subparagraph (D) or on Common Stock resulting from any subdivision or
  combination of Common Stock so excluded; or
  (iv)  shares issued pursuant to all stock options and
  warrants outstanding on the date of filing of this instrument in
  the office of the Secretary of State in accordance with the
  provisions of the General Corporation Law of Delaware or warrants
  issued to the designee of John H. Laeri, Jr. for an aggregate of
  five million (5,000,000) shares of the Corporation's Common Stock.
  
                    (E)  Whenever  the  Conversion  Price is  adjusted  as  herein
  provided,  the  Corporation  shall  prepare  a  certificate  signed by the chief
  financial officer of the Corporation setting forth the Adjusted Conversion Price
  and showing in reasonable  detail the facts upon which such adjustment is based.
  As  promptly  as  practicable,  the  Corporation  shall  cause  a  copy  of  the
  certificate  referred to in this subparagraph (E) to be mailed to each holder of
  record of issued and  outstanding  Preferred Stock at the address of such holder
  appearing on the Corporation's books.
  
                    (F) The Corporation shall pay all taxes that may be payable in
  respect of the issue or  delivery of Common  Stock on  conversion  of  Preferred
  Stock pursuant hereto, but shall not pay any tax which may be payable in respect
  of any transfer involved in the issue and delivery of the Common Stock in a name
  other than that in which the Preferred Stock so converted was registered, and no
  such issue or delivery shall be made unless and until the person requesting such
  issue  has  paid  to  the  Corporation  the  amount  of  any  such  tax,  or has
  established,  to the  satisfaction  of the  Corporation,  that such tax has been
  paid.
  
                    (G) Upon  conversion  of any shares of  Preferred  Stock,  the
  holders of the shares of Preferred  Stock so converted  shall not be entitled to
  receive any dividends  declared  with respect to such shares of Preferred  Stock
  unless such dividends shall have been declared by the Board of Directors and the
  record date for such dividends shall have been on or before the date such shares
  shall have been converted.  No payment or adjustment shall be made on account of
  dividends  declared  and payable to holders of Common  Stock of record on a date
  prior to the date of conversion.
  
                    (H) No  fractional  shares  or scrip  representing  fractional
  shares shall be issued upon the  conversion  of any shares of Series C Preferred
  Stock.  If more than one share of Series C Preferred  Stock shall be surrendered
  for  conversion  at one time by the  same  holder,  the  number  of full  shares
  issuable upon conversion thereof shall be computed on the basis of the aggregate
  number of such shares so surrendered. If the conversion of any share of Series C
  Preferred  Stock  results  in a  fraction,  an  amount  equal  to such  fraction
  multiplied  by the  current  market  price  of the  Common  Stock  on the day of
  conversion shall be paid to such holder in cash by the Corporation.
  
                    (I) The  Corporation  shall  at all  times  reserve  and  keep
  available, free from preemptive rights, out of its authorized
  Common  Stock,  for the purpose of effecting  the  conversion  of the issued and
  outstanding  Series C Preferred Stock, the full number of shares of Common Stock
  then  deliverable  in the event and upon the  conversion of all of the Preferred
  Stock then  issued and  outstanding.  All  shares of Common  Stock  which may be
  issued upon conversion of Preferred Stock shall be fully paid and nonassessable.
  
           6.       Mandatory Conversion.
  
                    (A) The Corporation  may, at its option,  require all (but not
  less than all) the shares of Preferred  Stock then  outstanding  to be converted
  automatically  into shares of Common Stock,  at the Conversion Rate set forth in
  Paragraph 5 hereof, upon the occurrence of any of the following:
  
                             (i)     Upon conversion of at least 67 percent of the
  shares of Series C Preferred Stock issued hereunder outstanding
  into shares of Common Stock; or
  
                             (ii)     The approval by the holders of Series C
  Preferred   Stock  and  the   Corporation's   Common  Stock  of  the  merger  or
  consolidation  of the  Corporation  with an entity over which the holders of the
  Corporation's  Common  Stock do not have,  collectively,  at least  seventy-five
  percent (75%), directly or indirectly, the voting control that they had over the
  Corporation prior to such transaction.
  
                    (B) All  holders  of record  of  shares of Series C  Preferred
  Stock  will be given at least ten (10)  days  prior  written  notice of the date
  fixed and the place  designated for such mandatory  conversion of such shares of
  Preferred Stock pursuant to the provisions  hereof.  Such notice will be sent by
  first class or registered mail, postage prepaid, to each record holder of Series
  C Preferred  Stock and such  holder's  address  last shown on the  Corporation's
  records.  On or before the date fixed for  conversion,  each holder of shares of
  Series C Preferred  Stock shall surrender his or its certificate or certificates
  for all such shares to the  Corporation at the place  designated in such notice,
  and shall  thereafter  receive  certificates  for the number of shares of Common
  Stock to which such holder is entitled pursuant to the terms hereof. On the date
  fixed for such  mandatory  conversion,  all rights with respect to the Preferred
  Stock so  converted  will  terminate,  except  only the  rights  of the  holders
  thereof,  upon  surrender of their  certificate  or  certificates  therefor,  to
  receive  certificates  for the number of shares of Common  Stock into which such
  Series C Preferred stock has been converted. If so requested by the Corporation,
  certificates  surrendered  for such  mandatory  conversion  shall be endorsed or
  accompanied  by  written   instrument  or  instruments  of  transfer,   in  form
  satisfactory to the  Corporation,  duly executed by the registered  holder or by
  his or its attorney duly authorized in writing. As soon as practicable
  after the date of such mandatory conversion and the surrender of the certificate
  or certificates for Preferred  Stock,  the Corporation  shall cause to be issued
  and delivered to such holder,  or on his or its written  order, a certificate or
  certificates  for the number of full  shares of Common  Stock  issuable  on such
  mandatory  conversion  in  accordance  with the  provisions  hereof  and cash as
  provided  hereinabove  with  respect to any  fraction of a share of Common Stock
  otherwise issuable upon such mandatory conversion.
  
                    (C) All certificates  evidencing  shares of Series C Preferred
  Stock  which  are  required  to  be  surrendered  for  mandatory  conversion  in
  accordance  with the  provisions  hereof  shall,  from and  after  the date such
  certificates are so required to be surrendered,  be deemed to have been returned
  and canceled and the shares of Preferred  Stock  represented  thereby  converted
  into Common Stock for all purposes, notwithstanding the failure of the holder or
  holders  thereof to surrender  such  certificates  on or prior to such date. The
  Corporation may thereafter take such  appropriate  action as may be necessary to
  reduce the authorized Preferred Stock accordingly.
  
           7. Voting Rights.  In addition to the rights otherwise  provided herein
  or by law,  shares of Series C  Preferred  Stock shall have the right to vote on
  any matter to be voted on by the holders of the Common Stock of the Corporation.
  For the  purposes  of voting on any matter to be voted on by the  holders of the
  Common  Stock of the  Corporation,  the vote per share of the Series C Preferred
  Stock shall be determined as follows:
  
           vote per                           x - z
           Preferred Share                    =                 y
  
  where
           x = the number of issued and outstanding shares of the
                    Corporation's Common Stock,
  and
           y = the number of issued and  outstanding  shares of the  Corporation's
  Series C Preferred Stock,
  
           z = the number of issued and  outstanding  shares of the  Corporation's
  Common  Stock  attributable  to  conversion  of the Series C Preferred  Stock to
  Common Stock
  
  with
            x and y and z to be determined as of the record date of the respective
  shareholder  vote and  without  including  shares  held in the  treasury  of the
  Corporation.
  
  Moreover,  the holders of the Series C  Preferred  Stock shall have the right to
  vote as a class in the event  of,  and a  two-thirds  majority  of the  Series C
  Preferred  Stock shall be required  for  approval  of, any  proposal (i) for the
  Corporation to issue any
  class of securities (or to increase the shares authorized for any existing class
  of  securities) or to issue any warrant or option for such  securities,  (ii) to
  terminate the Corporation's employment of Wayne C. McDonald, Daniel A. Gordon or
  George P. Lee III or (iii) to enter into any agreement for the employment of any
  additional member of senior management.
  
           8.       Registration Rights.  Shares of Series C Preferred Stock
  shall have no registration rights in connection with federal and
  state securities laws.
  
           9.  Changes  Affecting   Preferred  Stock.  The  rights,   preferences,
  privileges  and  restrictions  granted to or imposed upon the Series C Preferred
  Stock may not be amended, altered or repealed, and no class or series of capital
  stock or  securities  convertible  into  capital  stock  other than the Series D
  Convertible Preferred Stock shall be authorized which has superior rights to the
  Preferred  Stock as to dividends  or  distribution  of assets upon  liquidation,
  without  the  consent of the  holders of at least 67 percent of the  outstanding
  shares of Series C Preferred Stock.
  
           10. No Implied Limitations. Nothing herein shall limit, by inference or
  otherwise,  the  discretionary  right of the Board of Directors to divide any or
  all of the shares of any  preferred or special  classes into series and,  within
  the limitations set forth under the General Corporation Law of Delaware,  to fix
  and determine the relative rights and preferences of the shares of any series so
  established,  to the full extent provided in the Certificate of Incorporation of
  the Corporation.
  
           11.  General  Provisions.  In  addition  to the above  provisions  with
  respect to the Series C Preferred  Stock, the Corporation will not avoid or seek
  to avoid  the  observance  or  performance  of any of the  provisions  and terms
  hereunder  and will at all times in good faith  carry out all of the  provisions
  and terms of this instrument.
  
           12.  Notices.  All  notices  required or  permitted  to be given by the
  Corporation  with  respect to the Series C Preferred  Stock shall be in writing,
  and if delivered by first class United  States  mail,  postage  prepaid,  to the
  holders of the Series C Preferred  Stock at their last  addresses  as they shall
  appear upon the books of the Corporation, shall be conclusively presumed to have
  been duly given,  whether or not the shareholder  actually receives such notice;
  provided,  however, that failure to duly give such notice by mail, or any defect
  in such notice, to the holders of any stock designated for redemption, shall not
  affect the validity of the proceedings for the redemption of any other shares of
  Preferred Stock.
  
           IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
  Designation of Series C Preferred Stock to be
  executed and  acknowledged  by its duly  authorized  officers as of December 31,
  1997.
  
                                         GOLF TRAINING SYSTEMS, INC.
  
                                         By: /s/ Daniel A. Gordon
                                         ------------------------
                                         Daniel A. Gordon
  
                                         Attest: /s/ Thomas Adams
                                         ------------------------
                                         Title: Assistant Secretary
  NOTICE OF CONVERSION
  
                      (To be Executed by the Registered Holder
                      in order to Convert the Preferred Stock)
  
  The undersigned  hereby  irrevocably  elects to convert  ____________  shares of
  Series C Preferred Stock,  represented by stock certificate No(s).  ____________
  (the  "Preferred  Stock  Certificates")  into  shares of common  stock  ("Common
  Stock")  of  GOLF  TRAINING  SYSTEMS,  INC.  (the  "Company")  according  to the
  conditions of the Certificate of Designation of Series C Preferred  Stock, as of
  the date written below. If shares are to be issued in the name of a person other
  than the  undersigned,  the undersigned will pay all transfer taxes payable with
  respect  thereto and is delivering  herewith such  certificates.  No fee will be
  charged to the Holder for any  conversion,  except for transfer taxes, if any. A
  copy of each Preferred Stock Certificates is attached hereto.*
  
  The undersigned acknowledges that all offers and sales by the undersigned of the
  shares of Common Stock issuable to the undersigned upon conversion of the Series
  C Preferred  Stock must be made  pursuant to  registration  of the Common  Stock
  under the  Securities  Act of 1933,  as amended  (the  "Act") or  pursuant to an
  exemption from registration under the Act.
  
                                        Date of Conversion: _____________________
  
                                        Applicable Conversion Price: ____________
  
                                        Number of Shares of
                                        Common Stock to be Issued:_______________
  
                                        Signature:_______________________________
  
                                        Name: ___________________________________
  
                                        Address:_________________________________
                                                                
                                                _________________________________ 
  
                                                         
  
                                                     
  * No Shares of Common Stock will be issued until the original Series C Preferred
  Stock  Certificate(s)  to be converted and the Notice of Conversion are received
  by the Company or its Transfer Agent.
  Exhibit C.
  
               Certificate of Designations of Series D Preferred Stock
  
                             GOLF TRAINING SYSTEMS, INC.
  
               CERTIFICATE OF DESIGNATIONS OF SERIES D PREFERRED STOCK
  
           Golf   Training   Systems,    Inc.,   a   Delaware   corporation   (the
  "Corporation"),  does  hereby  certify  that  the  Board  of  Directors  of  the
  Corporation, pursuant to authority expressly vested in the Board of Directors by
  its Certificate of Incorporation and in accordance with the General  Corporation
  Law of Delaware,  has adopted the following resolution creating a Series D issue
  of Preferred Stock:
  
           RESOLVED,  that Seven Hundred Fifty Thousand (750,000) of the 3,000,000
  authorized  shares of preferred  stock of the  Corporation  shall be  designated
  Series D  Preferred  Stock,  $.01 par value per  share,  and shall  possess  the
  rights, preferences and other terms as set forth below:
  
           1.  Designation  and Initial  Number.  The class of shares of Preferred
  Stock hereby  authorized shall be designated the "Series D Preferred  Stock". As
  used hereinafter,  the term "Preferred Stock" without designation shall refer to
  shares of Series D Preferred Stock. The initial number of such authorized shares
  of the  Preferred  Stock shall be Six Hundred Ten Thousand  shares at a purchase
  price of $1.00 per share.  The Corporation is not authorized to issue any of the
  Series D  Preferred  Stock  until  the  Corporation  no  longer  has any  shares
  remaining outstanding of its Series A Convertible Preferred Stock.
  
           2.  Dividends.  The  holders of the Series D  Preferred  Stock shall be
  entitled to receive,  when and as  declared  by the Board of  Directors,  out of
  funds at the time legally available for payment of dividends by the Corporation,
  a dividend at a rate equal to twelve cents ($.12) per share per annum  (computed
  on the basis of a 360-day  year,  30-day  month) on a cumulative  basis from the
  date of issuance of such shares, which shall be payable quarterly on January 31,
  April 30,  July 31, and October  31, in each year  commencing  on the first such
  quarterly date after  issuance,  before any dividends shall be set apart or paid
  on any other  class or series of  capital  stock for such  period.  The Series D
  Preferred  Stock  will  have  priority  over any  other  series  or class of the
  Corporation's  capital  stock in payment of  dividends.  If any  dividend on the
  Preferred Stock shall for any reason not be paid at the time such dividend shall
  become due,  then such  dividend in arrears  shall be paid as soon as payment of
  same shall be permissible under the provisions of the General Corporation Law of
  Delaware. Until any dividend in arrears is paid, dividends shall
  continue  to accrue on each share at a rate equal to  fifteen  cents  ($.15) per
  share  per  annum on all  dividends  in  arrears  commencing  10 days  after the
  dividend payment date until such dividend payments in full are made.
  
           For purposes of this Section 2, the date on which the Corporation shall
  initially issue the shares of Series D Preferred Stock shall be deemed to be the
  "date of issuance" of such shares  regardless of how many times transfer of such
  shares shall be made on stock records  maintained by or for the  Corporation and
  regardless  of the number of  certificates  which may be issued to evidence such
  shares (whether by reason of transfers of such shares or for any other reason).
  
           3. Redemption and Put Option.  Each holder, at its option,  may require
  the  Corporation to redeem on a cumulative  basis up to one-half of the Series D
  Preferred Stock held by such holder on the third  anniversary,  and up to all of
  the remaining  Preferred Stock held by such holder on the fourth  anniversary of
  the date of  issuance of the  outstanding  Preferred  Stock so redeemed  upon at
  least 60 days' prior written notice to the  Corporation by each holder of record
  of the Preferred Stock to be redeemed,  by the  Corporation  paying a redemption
  price of $1.00  per  share of  Preferred  Stock,  plus all  accrued  and  unpaid
  dividends thereon, at the date fixed for redemption,  in cash, for each share of
  outstanding Preferred Stock so redeemed. Prior to the date fixed for redemption,
  each holder may elect to exercise its conversion rights under Section 5 hereof.
  
           4.  Liquidation  or  Dissolution.  In the  event  of any  voluntary  or
  involuntary  liquidation,  dissolution,  or  winding-up  of the  affairs  of the
  Corporation,  the holders of the issued and outstanding Series D Preferred Stock
  shall be  entitled  to receive  for each share of  Preferred  Stock,  before any
  distribution  of the assets of the  Corporation  shall be made to the holders of
  any other class or series of capital  stock,  a dollar amount equal to $1.00 per
  share of Series D  Preferred  Stock,  plus all  declared  and  unpaid  dividends
  thereon to the date fixed for  distribution,  without  interest.  If,  upon such
  liquidation,  dissolution, or winding-up, the assets of the Corporation that are
  distributable,  as aforesaid,  among the holders of the Series D Preferred Stock
  shall be insufficient  to permit the payment to them of said amount,  the entire
  assets shall be distributed  ratably among the holders of the Series D Preferred
  Stock. A consolidation or merger of the Corporation,  a share exchange,  a sale,
  lease,  exchange  or transfer  of all or  substantially  all of its assets as an
  entirety,  or any  purchase or  redemption  of stock of the  Corporation  of any
  class,  shall not be regarded as a "liquidation,  dissolution,  or winding-up of
  the affairs of the Corporation" within the meaning of this Section 4.
  
           5. Voluntary Conversion.  The holders of Series D Preferred Stock shall
  have the conversion rights as follows:
  (A) Each holder of Series D Preferred Stock may at any time or
  from time to time  convert  such  Preferred  Stock into the Common  Stock of the
  Corporation,   on   presentation   and  surrender  to  the  Corporation  of  the
  certificate(s) of the Preferred Stock to be so converted.
  
                    (B) Each  holder of Series D  Preferred  Stock  shall have the
  right to convert such  Preferred  Stock into Common Stock of the  Corporation on
  and subject to the following terms and conditions:
  
                             (i)   Each share of Series D Preferred Stock shall be
  convertible into that number of shares of Common Stock equal to $1.00 divided by
  $.30 per share of Common Stock (the "Conversion  Price"),  as may be adjusted as
  hereinafter provided.
  
                             (ii)     In order to voluntarily convert Series D
  Preferred Stock into Common Stock,  the holder thereof shall on any business day
  surrender at the office of the Corporation,  the  certificate(s) or certificates
  representing such shares, duly endorsed to the Corporation or in blank, and give
  written  notice to the  Corporation  at said office of the number of said shares
  which such  holder  elects to convert  pursuant to the form  attached  hereto as
  Exhibit  A.  Series D  Preferred  Stock  shall be deemed to have been  converted
  immediately  prior to the close of  business  on the day of such  surrender  for
  conversion, and the person(s) entitled to receive the Common Stock issuable upon
  such  conversion  shall be treated for all  purposes as the record  holder(s) of
  such Common Stock at such time. As promptly as  practicable on or after the date
  of any conversion,  the Corporation  shall issue and deliver the  certificate(s)
  representing  the number of shares of Common Stock issuable upon such conversion
  (together  with  cash  in  lieu of any  fraction  of a  share,  as  provided  in
  subparagraph (H) hereinbelow), to the person(s) entitled thereto. In the case of
  the  conversion of only a part of the shares of any holder of Series D Preferred
  Stock,  the  Corporation  shall  also  issue and  deliver  to such  holder a new
  certificate  of Series D Preferred  Stock  representing  the number of shares of
  such Series D Preferred Stock not converted by such holder.
  
                    (C) The  Conversion  Price as  hereinabove  provided  shall be
  subject to adjustments as follows:
  
                             (i)      In case the Corporation shall (a) pay a
  dividend in shares of its Common Stock, (b) subdivide its outstanding  shares of
  Common Stock into a greater number of shares, (c) combine its outstanding shares
  of Common Stock into a lesser number of shares, or (d) issue by reclassification
  of its shares of Common  Stock any shares of its  capital  stock,  the number of
  shares of Common Stock into which the Series D Preferred  Stock is  convertible,
  in effect  immediately prior thereto,  shall be adjusted so that the holder of a
  share of Series D Preferred Stock  surrendered  for conversion  after the record
  date fixing
  shareholders  to be affected  by such event  shall be entitled to receive,  upon
  conversion,  the number of shares of Common  Stock which such holder  would have
  owned or have been  entitled to receive  after the  happening  of such event had
  such share of Series D Preferred Stock been converted  immediately  prior to the
  record date in the case of such  dividend or the  effective  date in the case of
  any such  subdivision,  combination  or  reclassification.  An  adjustment  made
  pursuant to this  subparagraph  (C)(i)  shall be made  whenever  any such events
  shall happen, but shall become effective retroactively after such record date or
  such  effective  date,  as the case may be, as to  shares of Series D  Preferred
  Stock  converted  between  such  record date or  effective  date and the date of
  happening of any such event.
  
                             (ii)  In case the Corporation shall, prior to October
  30,  2000,  (a) issue  rights or  warrants  to all  holders of the Common  Stock
  entitling  them to subscribe  for or purchase  shares of Common Stock at a price
  per share less than the Conversion  Price as in effect from time to time, or (b)
  issue or sell any shares of Common Stock (or be deemed to have issued any shares
  of Common Stock as provided herein),  without consideration or for consideration
  per share less than the Conversion Price, then in each case the Conversion Price
  in effect  immediately prior to such issuance  automatically and forthwith shall
  be adjusted or readjusted (to the nearest cent) as follows:
  
                                      (a)     The Conversion Price shall be
  automatically  lowered to the price per share which is less than the  Conversion
  Price (the  "Adjusted  Conversion  Price")  for that  number of shares of Common
  Stock into which the Series D  Preferred  Stock is  convertible  which  shall be
  calculated  by  multiplying  (i) the number of shares of Common Stock into which
  the Preferred  Stock is  convertible  prior to the  foregoing  adjustment to the
  Conversion  Price by (ii) a fraction  whose  numerator is the lesser of (aa) the
  below  described  denominator or (bb) the total number of shares of Common Stock
  sold or deemed to be sold in a subsequent  transaction and whose  denominator is
  the number of shares of Common Stock into which the Series D Preferred Stock was
  originally convertible. The balance of the shares of Common Stock into which the
  Series D Preferred Stock is convertible shall continue subject to the Conversion
  Price in effect prior to the foregoing adjustment to the Conversion Price.
  
                                     (b)In the event there is any subsequent event
  under this  subparagraph  (C)(ii) which triggers an adjustment to the Conversion
  Price as provided  herein,  the adjustment to the  Conversion  Price shall first
  affect those shares of Common Stock of the  Corporation  to which the  Preferred
  Stock is convertible which have not been subject to adjustment hereunder and any
  adjustment(s)  thereafter  shall first  affect those shares of Common Stock with
  the highest Adjusted Conversion Price.
  (iii)        For the purpose of any adjustment of the
  number of shares of Common Stock  purchasable  on the conversion of the Series D
  Preferred  Stock pursuant to this Section 5, the following  provisions  shall be
  applicable:
  
                                      (a)    In the case of the issuance of Common
  Stock for cash, the consideration received upon such issuance shall be deemed to
  be the gross amount of cash paid therefor.
  
                                      (b)    In the case of the issuance of Common
  Stock for a consideration in whole or in part other than cash, the consideration
  received  upon such  issuance  other  than  cash  shall be deemed to be the fair
  market value thereof.
  
                                      (c)    In the case of the issuance of Common
  Stock without consideration, the consideration received upon such issuance shall
  be deemed to be $0.01 per share.
  
                   (d) In the case of the issuance of (I) options
  to purchase or rights to subscribe  for Common Stock,  (II)  securities by their
  terms  convertible  into or  exchangeable  for Common Stock or (III)  options to
  purchase or rights to subscribe for such convertible or exchangeable securities:
  
                                              (1) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon the exercise of such options to
                                              purchase or rights to subscribe  for
                                              Common Stock shall be deemed to have
                                              been issued at the time such options
                                              or  rights  were  issued  and  for a
                                              consideration     equal    to    the
                                              consideration,  if any,  received by
                                              the Corporation upon the issuance of
                                              such  options  or  rights  plus  the
                                              minimum  purchase  price provided in
                                              such   options  or  rights  for  the
                                              Common Stock covered thereby; and
  
                                              (2) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon  conversion  of or in  exchange
                                              for   any   such    convertible   or
                                              exchangeable  securities or upon the
                                              exercise  of options to  purchase or
                                              rights   to   subscribe   for   such
                                              convertible     or      exchangeable
                                              securities and subsequent conversion
                                              or exchange  thereof shall be deemed
                                              to have been issued at the time such
                                              securities   were   issued  or  such
                                              options  or rights  were  issued and
                                              for a  consideration  equal  to  the
                                              consideration,  if any,  received by
                                              the   Corporation   for   any   such
                                              securities
  and   related   options   or  rights
                                              (excluding   any  cash  received  on
                                              account  of  accrued   interest   or
                                              accrued    dividends),    plus   the
                                              additional consideration, if any, to
                                              be received by the Corporation  upon
                                              the  conversion  or exchange of such
                                              securities  or the  exercise  of any
                                              related options or rights.
  
                             (iv)     All adjustments under this subparagraph (C)
  shall be made to the nearest cent.
  
                    (D) No adjustment of the Conversion Price shall be made in any
  of the following cases:
  
                             (i)      upon the grant or exercise of stock options
  hereafter  granted,  or upon the  issuance of shares upon  exercise of rights to
  purchase shares under any employee,  officer, or director stock option plans now
  or  hereafter  authorized,  to the extent  that the  aggregate  of the number of
  shares which may be  purchased  under such option plans is less than or equal to
  15 percent of the number of shares of Common Stock  outstanding  on January 1 of
  the year of the grant;
  
                             (ii)     shares of Common Stock issued upon the
  conversion  of this  Series  D  Preferred  Stock  or any  presently  outstanding
  convertible   security  of  the  Corporation  or  the  Corporation's   Series  C
  Convertible Preferred Stock;
  
                             (iii)       shares issued by way of dividend or other
  distribution  on Common Stock  excluded from the  calculation  of the adjustment
  under this subparagraph (D) or on Common Stock resulting from any subdivision or
  combination of Common Stock so excluded; or
  
                             (iv)  shares issued pursuant to all stock options and
  warrants outstanding on the date of filing of this instrument in
  the office of the Secretary of State in accordance with the
  provisions of the General Corporation Law of Delaware or warrants
  issued to the designee of John H. Laeri, Jr. for an aggregate of
  five million (5,000,000) shares of the Corporation's Common Stock.
  
                    (E)  Whenever  the  Conversion  Price is  adjusted  as  herein
  provided,  the  Corporation  shall  prepare  a  certificate  signed by the chief
  financial officer of the Corporation setting forth the Adjusted Conversion Price
  and showing in reasonable  detail the facts upon which such adjustment is based.
  As  promptly  as  practicable,  the  Corporation  shall  cause  a  copy  of  the
  certificate  referred to in this subparagraph (E) to be mailed to each holder of
  record of issued and  outstanding  Preferred Stock at the address of such holder
  appearing on the Corporation's books.
  (F) The Corporation shall pay all taxes that may be payable in
  respect of the issue or  delivery of Common  Stock on  conversion  of  Preferred
  Stock pursuant hereto, but shall not pay any tax which may be payable in respect
  of any transfer involved in the issue and delivery of the Common Stock in a name
  other than that in which the Preferred Stock so converted was registered, and no
  such issue or delivery shall be made unless and until the person requesting such
  issue  has  paid  to  the  Corporation  the  amount  of  any  such  tax,  or has
  established,  to the  satisfaction  of the  Corporation,  that such tax has been
  paid.
  
                    (G) Upon  conversion  of any shares of  Preferred  Stock,  the
  holders of the shares of Preferred  Stock so converted  shall not be entitled to
  receive any dividends  declared  with respect to such shares of Preferred  Stock
  unless such dividends shall have been declared by the Board of Directors and the
  record date for such dividends shall have been on or before the date such shares
  shall have been converted.  No payment or adjustment shall be made on account of
  dividends  declared  and payable to holders of Common  Stock of record on a date
  prior to the date of conversion.
  
                    (H) No  fractional  shares  or scrip  representing  fractional
  shares shall be issued upon the  conversion  of any shares of Series D Preferred
  Stock.  If more than one share of Series D Preferred  Stock shall be surrendered
  for  conversion  at one time by the  same  holder,  the  number  of full  shares
  issuable upon conversion thereof shall be computed on the basis of the aggregate
  number of such shares so surrendered. If the conversion of any share of Series D
  Preferred  Stock  results  in a  fraction,  an  amount  equal  to such  fraction
  multiplied  by the  current  market  price  of the  Common  Stock  on the day of
  conversion shall be paid to such holder in cash by the Corporation.
  5.A.     Preservation of Rights.
  
           (A) The Corporation shall at all times reserve and keep available, free
  from preemptive  rights,  out of its authorized Common Stock, for the purpose of
  effecting the conversion of the issued and outstanding Preferred Stock, the full
  number  of shares of Common  Stock  then  deliverable  in the event and upon the
  conversion of all of the Preferred Stock then issued and outstanding. All shares
  of Common Stock which may be issued upon  conversion of Preferred Stock shall be
  fully paid and nonassessable.
  
           (B)  Notwithstanding   anything  to  the  contrary  elsewhere  in  this
  Certificate  of  Designation,  the  Corporation  shall not, by  amendment of its
  Certificate of Incorporation or through any reorganization,  transfer of assets,
  consolidation,  merger,  dissolution,  issue or sale of  securities or any other
  voluntary  action avoid or seek to avoid the observance or performance of any of
  the  terms of this  Certificate  of  Designation,  but will at all times in good
  faith assist in the carrying out of all such terms and in the taking of all such
  action as may be necessary or  appropriate in order to protect the rights of the
  holder of the Preferred Stock against dilution.  Without limiting the generality
  of the  foregoing,  the  Corporation  (i) will not increase the par value of any
  shares of stock receivable on the exercise of the conversion rights provided for
  in this  Certificate  of Designation  above the amount payable  therefor on such
  exercise,  (ii) will take all such action as may be necessary or  appropriate in
  order  that the  Corporation  may  validly  and  legally  issue  fully  paid and
  non-assessable shares of stock on the exercise of the conversion rights provided
  for in this  Certificate of Designation,  (iii) will not issue any capital stock
  of any class which is preferred as to  dividends  or as to the  distribution  of
  assets upon  voluntary or  involuntary  dissolution,  liquidation or winding up,
  unless  the  rights of the  holders  thereof  shall be limited to a fixed sum or
  percentage of par value in respect of participation in dividends and in any such
  distribution of assets,  and (iv) will not transfer all or substantially  all of
  its properties and assets to any other entity to consolidate  with or merge into
  the Corporation (if the  Corporation is not the surviving  entity),  unless such
  other  entity  shall  expressly  assume in writing  and will be bound by all the
  terms of this Certificate of Designation.
  
                    (C) In case of any  consolidation  of the Corporation  with or
  merger  of the  Corporation  into  another  corporation  or in case of any sale,
  transfer  or  lease  to  another  corporation  of all or  substantially  all the
  property of the  Corporation,  the  Corporation  or such successor or purchasing
  corporation, as the case may be, shall execute an instrument providing that each
  holder of the Preferred  Stock shall have the right  thereafter  upon payment of
  the  Adjusted  Conversion  Price in effect  immediately  prior to such action to
  purchase upon exercise of the conversion rights provided
  for in this  Certificate of Designation  the kind and amount of shares and other
  securities  and  property  which he would  have owned or have been  entitled  to
  receive after the happening of such  consolidation,  merger,  sale,  transfer or
  lease  had such  conversion  rights  been  exercised  immediately  prior to such
  action; provided, however, that no adjustment in respect of dividends,  interest
  or other income on or from such shares or other securities and property shall be
  made prior to or upon the exercise of the conversion rights provided for in this
  Certificate  of  Designation.  The  Corporation  shall mail by first class mail,
  postage prepaid,  to each holder of the Preferred Stock, notice of the execution
  of any such agreement. Such agreement shall provide for adjustments, which shall
  be as nearly equivalent as may be practicable to the adjustments provided for in
  Section 5(C).  The  provisions of this Section  5A(C) shall  similarly  apply to
  successive consolidations, mergers, sales, transfers or leases.
  6.       Mandatory Conversion.
  
                    (A) The Corporation  may, at its option,  require all (but not
  less than all) the shares of Preferred  Stock then  outstanding  to be converted
  automatically  into shares of Common Stock,  at the Conversion Rate set forth in
  Paragraph 5 hereof, upon the occurrence of any of the following:
  
                             (i)     Upon conversion of at least 67 percent of the
  shares of Series D Preferred Stock issued hereunder outstanding
  into shares of Common Stock; or
  
                             (ii)     The approval by the holders of the
  Corporation's Series C Convertible  Preferred Stock and the Corporation's Common
  Stock of the merger or  consolidation  of the  Corporation  with an entity  over
  which the holders of the Corporation's  Common Stock do not have,  collectively,
  at least seventy-five percent (75%), directly or indirectly,  the voting control
  that they had over the Corporation prior to such transaction.
  
                    (B) All  holders  of record  of  shares of Series D  Preferred
  Stock  will be given at least ten (10)  days  prior  written  notice of the date
  fixed and the place  designated for such mandatory  conversion of such shares of
  Preferred Stock pursuant to the provisions  hereof.  Such notice will be sent by
  first class or registered mail, postage prepaid, to each record holder of Series
  D Preferred  Stock and such  holder's  address  last shown on the  Corporation's
  records.  On or before the date fixed for  conversion,  each holder of shares of
  Series D Preferred  Stock shall surrender his or its certificate or certificates
  for all such shares to the  Corporation at the place  designated in such notice,
  and shall  thereafter  receive  certificates  for the number of shares of Common
  Stock to which such holder is entitled pursuant to the terms hereof. On the date
  fixed for such  mandatory  conversion,  all rights with respect to the Preferred
  Stock so  converted  will  terminate,  except  only the  rights  of the  holders
  thereof,  upon  surrender of their  certificate  or  certificates  therefor,  to
  receive  certificates  for the number of shares of Common  Stock into which such
  Series D Preferred stock has been converted. If so requested by the Corporation,
  certificates  surrendered  for such  mandatory  conversion  shall be endorsed or
  accompanied  by  written   instrument  or  instruments  of  transfer,   in  form
  satisfactory to the  Corporation,  duly executed by the registered  holder or by
  his or its attorney duly authorized in writing. As soon as practicable after the
  date of such  mandatory  conversion  and the  surrender  of the  certificate  or
  certificates for Preferred  Stock, the Corporation  shall cause to be issued and
  delivered to such  holder,  or on his or its written  order,  a  certificate  or
  certificates  for the number of full  shares of Common  Stock  issuable  on such
  mandatory  conversion  in  accordance  with the  provisions  hereof  and cash as
  provided hereinabove with respect to any fraction of a
  share of Common Stock otherwise issuable upon such mandatory
  conversion.
  
                    (C) All certificates  evidencing  shares of Series D Preferred
  Stock  which  are  required  to  be  surrendered  for  mandatory  conversion  in
  accordance  with the  provisions  hereof  shall,  from and  after  the date such
  certificates are so required to be surrendered,  be deemed to have been returned
  and canceled and the shares of Preferred  Stock  represented  thereby  converted
  into Common Stock for all purposes, notwithstanding the failure of the holder or
  holders  thereof to surrender  such  certificates  on or prior to such date. The
  Corporation may thereafter take such  appropriate  action as may be necessary to
  reduce the authorized Preferred Stock accordingly.
  
           7. Voting Rights. Except as otherwise provided herein or by law, shares
  of  Preferred  Stock shall have no right to vote on any matter to be voted on by
  the stockholders of the Corporation.
  
           8. Registration  Rights.  Holders of shares of Series D Preferred Stock
  shall  have  no  registration  rights  in  connection  with  federal  and  state
  securities  laws with respect to shares of Series D Preferred  Stock;  provided,
  however,  that nothing in this  Certificate  of  Designation  shall preclude the
  Corporation from entering into  registration  rights agreements with the holders
  of shares of Series D Preferred  Stock,  which  agreements  shall be enforceable
  against the Corporation.
  
           9.  Changes  Affecting   Preferred  Stock.  The  rights,   preferences,
  privileges  and  restrictions  granted to or imposed upon the Series D Preferred
  Stock may not be amended, altered or repealed, and no class or series of capital
  stock or securities convertible into capital stock shall be authorized which has
  superior rights to the Preferred Stock as to dividends or distribution of assets
  upon  liquidation,  without the consent of the holders of at least 67 percent of
  the outstanding shares of Series D Preferred Stock.
  
           10. No Implied Limitations. Nothing herein shall limit, by inference or
  otherwise,  the  discretionary  right of the Board of Directors to divide any or
  all of the shares of any  preferred or special  classes into series and,  within
  the limitations set forth under the General Corporation Law of Delaware,  to fix
  and determine the relative rights and preferences of the shares of any series so
  established,  to the full extent provided in the Certificate of Incorporation of
  the Corporation.
  
           11.  General  Provisions.  In  addition  to the above  provisions  with
  respect to the Series D Preferred  Stock, the Corporation will not avoid or seek
  to avoid  the  observance  or  performance  of any of the  provisions  and terms
  hereunder  and will at all times in good faith  carry out all of the  provisions
  and terms of this instrument.
  12.  Notices.  All  notices  required  or  permitted  to be  given  by  the
  Corporation  with  respect to the Series D Preferred  Stock shall be in writing,
  and if delivered by first class United  States  mail,  postage  prepaid,  to the
  holders of the Series D Preferred  Stock at their last  addresses  as they shall
  appear upon the books of the Corporation, shall be conclusively presumed to have
  been duly given,  whether or not the shareholder  actually receives such notice;
  provided,  however, that failure to duly give such notice by mail, or any defect
  in such notice, to the holders of the stock designated for redemption, shall not
  affect the validity of the rpoceddings for the redemption of any other shares of
  Preferred Stock.
  
       IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  certificate  of
  Designation of Series D Preferred  Stock to be executed and  acknowledged by its
  duly authorized officers as of December 31, 1997.
  
                                      
                                     GOLF TRAINING SYSTEMS, INC.
  
                                     By: /s/ Daniel A. Gordon
                                     --------------------------
                                     Daniel A. Gordon
                                     Chief Executive Officer
  
                                     Attest: /s/ Thomas Adams
                                     --------------------------
                                     Title: Assistant Secretary
  NOTICE OF CONVERSION
  
                      (To be Executed by the Registered Holder
                      in order to Convert the Preferred Stock)
  
  The undersigned  hereby  irrevocably  elects to convert  ____________  shares of
  Series D Preferred Stock,  represented by stock certificate No(s).  ____________
  (the  "Preferred  Stock  Certificates")  into  shares of common  stock  ("Common
  Stock")  of  GOLF  TRAINING  SYSTEMS,  INC.  (the  "Company")  according  to the
  conditions of the Certificate of Designation of Series D Preferred  Stock, as of
  the date written below. If shares are to be issued in the name of a person other
  than the  undersigned,  the undersigned will pay all transfer taxes payable with
  respect  thereto and is delivering  herewith such  certificates.  No fee will be
  charged to the Holder for any  conversion,  except for transfer taxes, if any. A
  copy of each Preferred Stock Certificates is attached hereto.*
  
  The undersigned acknowledges that all offers and sales by the undersigned of the
  shares of Common Stock issuable to the undersigned upon conversion of the Series
  D Preferred  Stock must be made  pursuant to  registration  of the Common  Stock
  under the  Securities  Act of 1933,  as amended  (the  "Act") or  pursuant to an
  exemption from registration under the Act.
  
                                          Date of Conversion: ___________________
  
                                          Applicable Conversion Price: __________
  
                                          Number of Shares of
                                          Common Stock to be Issued:_____________
  
                                          Signature:  ___________________________
  
                                          Name: _________________________________
  
                                          Address: ______________________________
  
                                                              
                                                   ______________________________
  
                                                      
  
                                                       
  * No Shares of Common Stock will be issued until the original Series D Preferred
  Stock  Certificate(s)  to be converted and the Notice of Conversion are received
  by the Company or its Transfer Agent.
  Exhibit D.
           Warrant to Purchase Common Stock of Golf Training Systems, Inc.
                         Exercisable until December 31, 2002
  
  THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON THE EXERCISE  HEREOF
  HAVE BEEN ISSUED AND SOLD WITHOUT  REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM
  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT") AND APPLICABLE
  STATE SECURITIES LAWS (THE "STATE ACTS"). SUCH SECURITIES MAY NOT BE OFFERED FOR
  SALE, SOLD, OR TRANSFERRED  OTHER THAN PURSUANT TO AN EFFECTIVE  REGISTRATION OR
  AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACTS.
  
                          WARRANT TO PURCHASE COMMON STOCK
                                         OF
                             GOLF TRAINING SYSTEMS, INC.
                              (a Delaware corporation)
                                  Exercisable Only
                          upon Conditions Herein Specified
                       Void Not Later Than 5:00 O'Clock p.m.,
                     Atlanta, Georgia Time, on December 31, 2002
  
  Holder:                    John H. Laeri, Jr.
  
  Initial Shares:   4,000,000
  
           1.  Grant  of  Warrants.   GOLF  TRAINING  SYSTEMS,  INC.,  a  Delaware
  corporation (the  "Corporation"),  hereby certifies that the above-named  Holder
  ("Holder"),  its registered  successors and permitted assigns  registered on the
  books of the Corporation  maintained for such purposes as the registered  holder
  hereof,  for value received,  is entitled to purchase from the Corporation  Four
  Million (4,000,000) fully paid and nonassessable shares (the "Shares") of common
  stock of the Corporation  (the "Common  Stock"),  at the purchase price equal to
  Twenty-Five  Cents ($.25) per Share (the "Exercise  Price").  The Exercise Price
  and the number of Shares are subject to  adjustment  (as  hereinafter  provided)
  upon the terms  and  conditions  provided  in this  warrant  (the  "Warrant"  or
  "Warrant Certificate").
  
           2.       Exercise of Warrant.
  
                    (a)  Subject  to  subsection  (b)  of  this  Section  2,  upon
  presentation and surrender of this Warrant  Certificate and a Notice of Exercise
  in the form  attached  hereto  as  Exhibit  "A" at the  principal  office of the
  Corporation at 3400 Corporate  Way, Suite G, Duluth,  Georgia 30136,  or at such
  other place as the  Corporation  may  designate by notice to the Holder  hereof,
  together with a check payable to the order of the  Corporation  in the amount of
  the Exercise Price times the number of Shares being  purchased,  the Corporation
  shall deliver to the Holder  hereof,  as promptly as  practicable,  certificates
  representing the Shares being purchased.  This Warrant may be exercised in whole
  or in part in minimum  increments of 100,000 Shares.  In case of exercise hereof
  in part only, the Corporation, upon surrender hereof, will
  deliver to the Holder a new Warrant Certificate or Warrant  Certificates of like
  tenor  entitling  the Holder to  purchase  the number of Shares as to which this
  Warrant has not been exercised.
  
                    (b) This  Warrant may be  exercised in whole or in part at any
  time prior to 5:00 o'clock p.m.,  Atlanta,  Georgia time, on or before  December
  31, 2002.
  
           3. Exchange and Transfer of Warrant.  This Warrant  Certificate  at any
  time prior to the  exercise  hereof,  upon  presentation  and  surrender  to the
  Corporation and compliance with Section 6 below, may be exchanged, alone or with
  other Warrant  Certificates of like tenor  registered in the name of the Holder,
  for another  Warrant  Certificate or Warrant  Certificates  of like tenor in the
  name of such  Holder or its  assignee  or  transferee  exercisable  for the same
  aggregate  number of Shares as the Warrant  Certificate or Warrant  Certificates
  surrendered.
  
           4.       Rights and Obligations of Warrant Holder.
  
                    (a) The  Holder of this  Warrant  Certificate  shall  not,  by
  virtue hereof,  be entitled to any rights of a shareholder  in the  Corporation,
  either at law or in equity; provided, however, in the event that any certificate
  representing  the Shares is issued to the Holder  hereof  upon  exercise of this
  Warrant,  such  Holder  shall,  for all  purposes,  be deemed to have become the
  holder of record of such Shares on the date on which this  Warrant  Certificate,
  together with a duly executed  purchase form, was surrendered and payment of the
  Exercise  Price was made,  irrespective  of the date of  delivery  of such Share
  certificate.  The  rights of the  Holder of this  Warrant  are  limited to those
  expressed  herein  and the Holder of this  Warrant,  by its  acceptance  hereof,
  consents to and agrees to be bound by and to comply with all the  provisions  of
  this Warrant Certificate.  In addition,  the Holder of this Warrant Certificate,
  by accepting the same, agrees that the Corporation may deem and treat the person
  in whose  name  this  Warrant  Certificate  is  registered  on the  books of the
  Corporation  maintained for such purpose as the absolute,  true and lawful owner
  for all purposes whatsoever.
  
                    (b) The Holder of this Warrant Certificate, as such, shall not
  be  entitled to vote or receive  dividends  or to be deemed the holder of Shares
  for any purpose,  nor shall  anything  contained in this Warrant  Certificate be
  construed to confer upon the Holder of this Warrant Certificate, as such, any of
  the rights of a shareholder of the Corporation  including but not limited to any
  right to vote,  give or  withhold  consent  to any  action  by the  Corporation,
  whether upon any  recapitalization,  issue of stock,  reclassification of stock,
  consolidation,  merger, share exchange,  conveyance or otherwise, receive notice
  of  meetings  or other  action  affecting  shareholders  (except for the notices
  provided for herein), or receive  subscription  rights, until this Warrant shall
  have been exercised and the Shares  purchasable  upon the exercise  hereof shall
  have become deliverable as provided herein.
  
           5. Shares Underlying Warrant. The Corporation covenants and agrees that
  all Shares  delivered  upon  exercise of this Warrant  shall,  upon delivery and
  payment  therefor,  be duly and validly  authorized  and issued,  fully paid and
  nonassessable, and free from all liens, encumbrances and charges with respect to
  the purchase thereof.
  
           6.  Disposition  of  Warrants  or Shares.  The  Holder of this  Warrant
  Certificate  and any  transferee  hereof  or of the  Shares  issuable  upon  the
  exercise  of this  Warrant,  by  their  acceptance  hereof  or  thereof,  hereby
  understand  and agree  that  this  Warrant,  and the  Shares  issuable  upon the
  exercise  hereof,  have not been  registered  under either the Securities Act of
  1933 (the "1933 Act") or applicable state securities laws (the "State Acts") and
  shall not be sold, pledged, hypothecated, donated or otherwise
  transferred  (whether or not for consideration)  except upon the issuance to the
  Corporation of a favorable  opinion of counsel or submission to the  Corporation
  of  such  evidence  as  may  be  reasonably   satisfactory  to  counsel  to  the
  Corporation,  in each such case, to the effect that any such transfer  shall not
  be in  violation  of the Act and the State Acts.  It shall be a condition to the
  transfer of this Warrant that any transferee  hereof deliver to the  Corporation
  its written  agreement to accept and be bound by all of the terms and conditions
  of this Warrant Certificate.
  
           7.  Adjustments.  The Exercise Price as  hereinabove  provided shall be
  subject to adjustments as follows:
  
                    (a) In case the  Corporation  shall (a) pay a dividend  on its
  Common Stock in shares of its Common Stock, (b) subdivide its outstanding shares
  of Common  Stock into a greater  number of shares,  (c) combine its  outstanding
  shares  of  Common  Stock  into a  lesser  number  of  shares,  or (d)  issue by
  reclassification  of its shares of Common Stock any shares of its capital stock,
  the number of Shares  purchasable  upon the  exercise of this  Warrant in effect
  immediately  prior  thereto,  shall  be  adjusted  so that the  Holder  shall be
  entitled to receive,  upon exercise of this Warrant,  the number of Shares which
  such  Holder  would  have  owned or have  been  entitled  to  receive  after the
  happening of such event had such Holder exercised this Warrant immediately prior
  to the record  date in the case of such  dividend or the  effective  date in the
  case of any such  subdivision,  combination or  reclassification.  An adjustment
  made  pursuant to this  subsection  (a) shall be made  whenever  any such events
  shall happen, but shall become effective retroactively after such record date or
  such effective date, as the case may be, as to portion of this Warrant exercised
  between such record date or effective date and the date of happening of any such
  event.
  
                    (b) In case the Corporation shall (a) issue rights or warrants
  to all holders of the Common Stock  entitling  them to subscribe for or purchase
  shares of Common Stock at a price per Share less than the  Exercise  Price as in
  effect from time to time, or (b) issue or sell any shares of Common Stock (or be
  deemed to have issued any shares of Common Stock as provided  herein  including,
  without limitation,  by issuance of securities  convertible into or exchangeable
  for Common Stock),  without  consideration or for  consideration  per Share less
  than the  Exercise  Price,  then in each  case  the  Exercise  Price  in  effect
  immediately prior to such issuance automatically and forthwith shall be adjusted
  or readjusted (to the nearest cent) as follows:
  
            (i) The Exercise Price shall be automatically lowered to the price per
  Share which is less than the Exercise Price (the "Adjusted  Exercise Price") for
  that number of Shares  purchasable  upon exercise of this Warrant which shall be
  calculated by multiplying  (i) the number of Shares of Common Stock  purchasable
  upon exercise of this Warrant prior to the foregoing  adjustment to the Exercise
  Price by (ii) a  fraction  whose  numerator  is the  lesser  of (aa)  the  below
  described  denominator  or (bb) the total  number of Shares sold or deemed to be
  sold in a subsequent  transaction and whose  denominator is the number of Shares
  originally  purchasable upon exercise of this Warrant. The balance of the Shares
  purchasable upon exercise of this Warrant shall continue subject to the Exercise
  Price in effect prior to the foregoing adjustment to the Exercise Price.
  
             (ii) In the event there is any subsequent event under this subsection
  (b) which triggers an adjustment to the Exercise Price as provided  herein,  the
  adjustment  to the Exercise  Price shall first  affect those Shares  purchasable
  upon exercise of this Warrant which have not been subject
  to adjustment  hereunder  and any  adjustment(s)  thereafter  shall first affect
  those Shares with the highest Adjusted Exercise Price.
  
                    (c) For the purpose of any  adjustment of the number of shares
  of Common  Stock  purchasable  upon  exercise of this  Warrant  pursuant to this
  Section 7, the following provisions shall be applicable:
  
                     (i) In the case of the issuance of Common Stock for cash, the
  consideration received upon such issuance shall be deemed to be the gross amount
  of cash paid therefor.
  
              (ii) In the case of the issuance of Common Stock for a consideration
  in whole or in part  other  than  cash,  the  consideration  received  upon such
  issuance other than cash shall be deemed to be the fair market value thereof.
  
                       (iii)   In the case of the issuance of Common Stock without
  consideration,  the consideration received upon such issuance shall be deemed to
  be $0.01 per share.
  
         (iv)  In the case of the issuance of (I) options to purchase or rights to
  subscribe for Common Stock,  (II) securities by their terms  convertible into or
  exchangeable  for  Common  Stock or (III)  options  to  purchase  or  rights  to
  subscribe for such convertible or exchangeable securities:
  
                                              (1) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon the exercise of such options to
                                              purchase or rights to subscribe  for
                                              Common Stock shall be deemed to have
                                              been issued at the time such options
                                              or  rights  were  issued  and  for a
                                              consideration     equal    to    the
                                              consideration,  if any,  received by
                                              the Corporation upon the issuance of
                                              such  options  or  rights  plus  the
                                              minimum  purchase  price provided in
                                              such   options  or  rights  for  the
                                              Common Stock covered thereby; and
  
                                              (2) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon  conversion  of or in  exchange
                                              for   any   such    convertible   or
                                              exchangeable  securities or upon the
                                              exercise  of options to  purchase or
                                              rights   to   subscribe   for   such
                                              convertible     or      exchangeable
                                              securities and subsequent conversion
                                              or exchange  thereof shall be deemed
                                              to have been issued at the time such
                                              securities   were   issued  or  such
                                              options  or rights  were  issued and
                                              for a  consideration  equal  to  the
                                              consideration,  if any,  received by
                                              the   Corporation   for   any   such
                                              securities  and  related  options or
                                              rights  (excluding any cash received
                                              on account of  accrued  interest  or
                                              accrued    dividends),    plus   the
                                              additional consideration, if any, to
                                              be received by the Corporation  upon
                                              the  conversion  or exchange of such
                                              securities  or the  exercise  of any
                                              related options or rights.
  
                    (d) All adjustments  under this Section 7 shall be made to the
  nearest cent.
  (e) No adjustment  of the Exercise  Price shall be made in any
  of the following cases:
  
   (i)  upon the grant or exercise of stock options hereafter granted, or upon the
  issuance  of  shares  upon  exercise  of  rights to  purchase  shares  under any
  employee,  officer, or director stock option plans now or hereafter  authorized,
  to the extent that the  aggregate of the number of shares which may be purchased
  under  such  option  plans is less than or equal to 15  percent of the number of
  shares of Common Stock outstanding on January 1 of the year of the grant;
  
            (ii)shares of Common Stock issued upon the conversion of any presently
  outstanding  convertible security of the Corporation or the Corporation's Series
  D Convertible Preferred Stock or Series C Convertible Preferred Stock;
  
      (iii) shares issued by way of dividend or other distribution on Common Stock
  excluded from the calculation of the adjustment  under this  subparagraph (D) or
  on Common Stock resulting from any subdivision or combination of Common Stock so
  excluded; or
  
       (iv) shares  issued  pursuant to the Warrant or any stock option or warrant
  outstanding  on the date of  filing  of this  instrument  in the  office  of the
  Secretary of State in accordance with the provisions of the General  Corporation
  Law of Delaware or a certain  Warrant  issued to the  designee of John H. Laeri,
  Jr. to acquire 1,000,000 shares of the  Corporation's  Common Stock on or before
  June 30, 1998.
  
                    (f)  Whenever  the  Exercise   Price  is  adjusted  as  herein
  provided,  the  Corporation  shall  prepare  a  certificate  signed by the chief
  financial  officer of the Corporation  setting forth the Adjusted Exercise Price
  and showing in reasonable  detail the facts upon which such adjustment is based.
  As  promptly  as  practicable,  the  Corporation  shall  cause  a  copy  of  the
  certificate referred to in this subsection (f) to be mailed to the Holder.
  
           8. Taxes.  The  Corporation  shall pay all taxes that may be payable in
  respect of the issue or  delivery of Common  Stock on exercise of this  Warrant,
  but shall  not pay any tax  which may be  payable  in  respect  of any  transfer
  involved in the issue and delivery of the Common Stock in a name other than that
  in which this  Warrant was  registered,  and no such issue or delivery  shall be
  made  unless  and  until  the  person  requesting  such  issue  has  paid to the
  Corporation the amount of any such tax, or has established,  to the satisfaction
  of the Corporation, that such tax has been paid.
  
           9.  Fractional  Shares.  No  fractional  shares  or scrip  representing
  fractional  shares  shall be issued upon the  exercise of this  Warrant.  If the
  exercise of this Warrant results in a fraction, an amount equal to such fraction
  multiplied by the Exercise  Price of the Shares on the day of exercise  shall be
  paid to the Holder in cash by the Corporation.
  
           10.      Preservation of Holder's Rights.
  
                    (a) The Corporation  covenants and agrees that it shall at all
  times  reserve  and keep  available,  free from  preemptive  rights,  out of its
  authorized  Common  Stock,  solely for the purpose of effecting  the exercise of
  this Warrant,  the full number of shares of Common Stock then deliverable in the
  event and upon the  exercise of this  Warrant.  All shares of Common Stock which
  may be issued upon exercise of this Warrant shall be fully paid.
  (b) Notwithstanding anything to the contrary elsewhere in this
  Warrant,  the  Corporation  shall  not,  by  amendment  of  its  Certificate  of
  Incorporation or through any reorganization,  transfer of assets, consolidation,
  merger,  dissolution,  issue or sale of securities or any other voluntary action
  avoid or seek to avoid the observance or performance of any of the terms of this
  Warrant,  but will at all times in good faith  assist in the carrying out of all
  such  terms  and in the  taking  of  all  such  action  as may be  necessary  or
  appropriate in order to protect the rights of the holder of this Warrant against
  dilution.  Without limiting the generality of the foregoing, the Corporation (i)
  will not  increase  the par  value of any  shares  of  stock  receivable  on the
  exercise of this Warrant  above the amount  payable  therefor on such  exercise,
  (ii) will take all such action as may be necessary or  appropriate in order that
  the  Corporation  may validly and  legally  issue fully paid and  non-assessable
  shares of stock on the exercise of this  Warrant from time to time  outstanding,
  (iii) will not issue any  capital  stock of any class which is  preferred  as to
  dividends or as to the  distribution  of assets upon  voluntary  or  involuntary
  dissolution, liquidation or winding up, unless the rights of the holders thereof
  shall be  limited  to a fixed  sum or  percentage  of par  value in  respect  of
  participation in dividends and in any such distribution of assets, and (iv) will
  not transfer all or substantially  all of its properties and assets to any other
  entity to consolidate  with or merge into the Corporation (if the Corporation is
  not the surviving  entity),  unless such other entity shall expressly  assume in
  writing and will be bound by all the terms of this Warrant.
  
                    (c) In case of any  consolidation  of the Corporation  with or
  merger  of the  Corporation  into  another  corporation  or in case of any sale,
  transfer  or  lease  to  another  corporation  of all or  substantially  all the
  property of the  Corporation,  the  Corporation  or such successor or purchasing
  corporation, as the case may be, shall execute an instrument providing that each
  holder of this  Warrant  shall  have the right  thereafter  upon  payment of the
  Exercise  Price in effect  immediately  prior to such  action to  purchase  upon
  exercise of each Warrant the kind and amount of shares and other  securities and
  property  which he would have owned or have been  entitled to receive  after the
  happening  of such  consolidation,  merger,  sale,  transfer  or lease  had such
  warrant been exercised immediately prior to such action; provided, however, that
  no adjustment in respect of dividends,  interest or other income on or from such
  shares or other  securities  and  property  shall be made  during  the term of a
  Warrant or upon the exercise of a Warrant.  The Corporation  shall mail by first
  class  mail,  postage  prepaid,  to each holder of this  Warrant,  notice of the
  execution of any such agreement.  Such agreement shall provide for  adjustments,
  which shall be as nearly  equivalent as may be  practicable  to the  adjustments
  provided for in Section 7. The  provisions  of this  Section 10 shall  similarly
  apply to successive consolidations, mergers, sales, transfers or leases.
  
           11. Loss or Destruction.  Upon receipt of evidence  satisfactory to the
  Corporation  of the loss,  theft,  destruction  or  mutilation  of this  Warrant
  Certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
  delivery of an indemnity  agreement or bond satisfactory in form,  substance and
  amount to the Corporation or, in the case of any such mutilation, upon surrender
  and  cancellation  of this Warrant  Certificate,  the Corporation at its expense
  will execute and deliver,  in lieu thereof,  a new Warrant  Certificate  of like
  tenor.
  
           12.  Survival/Permitted  Assigns. The various rights and obligations of
  the Holder hereof as set forth herein shall survive the exercise of this Warrant
  at any time or from time to time and the surrender of this Warrant  Certificate.
  The  permitted  assigns of John H.  Laeri,  Jr.  shall  consist  of any  entity,
  corporation,  partnership  or limited  liability  company  controlled by John H.
  Laeri, Jr.
  13.  Notices.  Whenever any notice,  payment of any  purchase  price or
  other communication is required to be given or delivered under the terms of this
  Warrant,  it shall be in writing and delivered by hand delivery or registered or
  certified United States mail,  postage prepaid,  and will be deemed to have been
  given  or  delivered  on  the  date  such  notice,   purchase   price  or  other
  communication is so delivered, and, if to the Corporation,  it will be addressed
  to the address  specified in Section 2(a) hereof,  and if to the Holder, it will
  be addressed to the registered  Holder at his address as it appears on the books
  of the Corporation.
  14.  Governing  Law.  This  Warrant  Certificate  shall be  governed by and
  construed in accordance with the laws of the State of Delaware.
  
  Dated as of the 31st day of December, 1997.
  
                                GOLF TRAINING SYSTEMS, INC.
  
                                By: /s/ Daniel A. Gordon
                                ------------------------------
  
                                Title: Chief Executive Officer
                                ------------------------------
  
                                Attest: Thomas Adams
                                ------------------------------
  
                                Title: Assistant Secretary
                                ------------------------------
  
                                       [CORPORATE SEAL]
  EXHIBIT "A"
  
                                 NOTICE OF EXERCISE
  
                      (To be Executed by the Registered Holder
                          in order to Exercise the Warrant)
  
  The undersigned  hereby  irrevocably  elects to exercise the Warrant held by the
  undersigned to acquire shares of common stock ("Common  Stock") of GOLF TRAINING
  SYSTEMS,  INC. (the "Company") according to the conditions of the Warrant, as of
  the date written below. If shares are to be issued in the name of a person other
  than the  undersigned,  the undersigned will pay all transfer taxes payable with
  respect thereto.  No fee will be charged to the Holder for any exercise,  except
  for transfer taxes, if any. A copy of the Warrant is attached hereto.*
  
  The undersigned acknowledges that all offers and sales by the undersigned of the
  shares of Common Stock issuable to the undersigned  upon exercise of the Warrant
  must be made pursuant to  registration  of the Common Stock under the Securities
  Act  of  1933,  as  amended  (the  "Act")  or  pursuant  to  an  exemption  from
  registration under the Act.
  
                     Expiration of Warrant: ____________________
  
                     Date of Exercise:   _______________________
  
                     Applicable Exercise Price: ________________
  
                     Number of Shares of
                     Common Stock to be Issued: ________________
  
                     Signature: ________________________________
  
                     Name: _____________________________________
  
                     Address: __________________________________
  
                              
                              __________________________________
  
                                                       
                                                         
  
                                                       
  
  * No Shares of Common Stock will be issued until the Warrant to be exercised and
  the Notice of Exercise are received by the Company or its Transfer Agent.
  Exhibit E.
  
           Warrant to Purchase Common Stock of Golf Training Systems, Inc.
                           Exercisable until June 30, 1998
  
  THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON THE EXERCISE  HEREOF
  HAVE BEEN ISSUED AND SOLD WITHOUT  REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM
  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT") AND APPLICABLE
  STATE SECURITIES LAWS (THE "STATE ACTS"). SUCH SECURITIES MAY NOT BE OFFERED FOR
  SALE, SOLD, OR TRANSFERRED  OTHER THAN PURSUANT TO AN EFFECTIVE  REGISTRATION OR
  AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACTS.
  
                          WARRANT TO PURCHASE COMMON STOCK
                                         OF
                             GOLF TRAINING SYSTEMS, INC.
                              (a Delaware corporation)
                                  Exercisable Only
                          upon Conditions Herein Specified
                       Void Not Later Than 5:00 O'Clock p.m.,
                       Atlanta, Georgia Time, on June 30, 1998
  
  Holder:                    John H. Laeri, Jr.
  
  Initial Shares:   1,000,000
  
           1.  Grant  of  Warrants.   GOLF  TRAINING  SYSTEMS,  INC.,  a  Delaware
  corporation (the  "Corporation"),  hereby certifies that the above-named  Holder
  ("Holder"),  its registered  successors and permitted assigns  registered on the
  books of the Corporation  maintained for such purposes as the registered  holder
  hereof,  for value  received,  is entitled to purchase from the  Corporation One
  Million (1,000,000) fully paid and nonassessable shares (the "Shares") of common
  stock  of the  Corporation  (the  "Common  Stock"),  at the  purchase  price  of
  Twenty-Five Cents ($.25) per Share) (the "Exercise  Price").  The Exercise Price
  and the number of Shares are subject to  adjustment  (as  hereinafter  provided)
  upon the terms  and  conditions  provided  in this  warrant  (the  "Warrant"  or
  "Warrant Certificate").
  
           2.       Exercise of Warrant.
  
                    (a)  Subject  to  subsection  (b)  of  this  Section  2,  upon
  presentation and surrender of this Warrant  Certificate and a Notice of Exercise
  in the form  attached  hereto  as  Exhibit  "A" at the  principal  office of the
  Corporation at 3400 Corporate  Way, Suite G, Duluth,  Georgia 30136,  or at such
  other place as the  Corporation  may  designate by notice to the Holder  hereof,
  together with a check payable to the order of the  Corporation  in the amount of
  the Exercise Price times the number of Shares being  purchased,  the Corporation
  shall deliver to the Holder  hereof,  as promptly as  practicable,  certificates
  representing the Shares being purchased.  This Warrant may be exercised in whole
  or in part in minimum  increments of 100,000 Shares.  In case of exercise hereof
  in part only, the Corporation, upon surrender hereof, will
  deliver to the Holder a new Warrant Certificate or Warrant  Certificates of like
  tenor  entitling  the Holder to  purchase  the number of Shares as to which this
  Warrant has not been exercised.
  
                    (b) This  Warrant may be  exercised in whole or in part at any
  time prior to 5:00 o'clock  p.m.,  Atlanta,  Georgia time, on or before June 30,
  1998.
  
           3. Exchange and Transfer of Warrant.  This Warrant  Certificate  at any
  time prior to the  exercise  hereof,  upon  presentation  and  surrender  to the
  Corporation and compliance with Section 6 below, may be exchanged, alone or with
  other Warrant  Certificates of like tenor  registered in the name of the Holder,
  for another  Warrant  Certificate or Warrant  Certificates  of like tenor in the
  name of such  Holder or its  assignee  or  transferee  exercisable  for the same
  aggregate  number of Shares as the Warrant  Certificate or Warrant  Certificates
  surrendered.
  
           4.       Rights and Obligations of Warrant Holder.
  
                    (a) The  Holder of this  Warrant  Certificate  shall  not,  by
  virtue hereof,  be entitled to any rights of a shareholder  in the  Corporation,
  either at law or in equity; provided, however, in the event that any certificate
  representing  the Shares is issued to the Holder  hereof  upon  exercise of this
  Warrant,  such  Holder  shall,  for all  purposes,  be deemed to have become the
  holder of record of such Shares on the date on which this  Warrant  Certificate,
  together with a duly executed  purchase form, was surrendered and payment of the
  Exercise  Price was made,  irrespective  of the date of  delivery  of such Share
  certificate.  The  rights of the  Holder of this  Warrant  are  limited to those
  expressed  herein  and the Holder of this  Warrant,  by its  acceptance  hereof,
  consents to and agrees to be bound by and to comply with all the  provisions  of
  this Warrant Certificate.  In addition,  the Holder of this Warrant Certificate,
  by accepting the same, agrees that the Corporation may deem and treat the person
  in whose  name  this  Warrant  Certificate  is  registered  on the  books of the
  Corporation  maintained for such purpose as the absolute,  true and lawful owner
  for all purposes whatsoever.
  
                    (b) The Holder of this Warrant Certificate, as such, shall not
  be  entitled to vote or receive  dividends  or to be deemed the holder of Shares
  for any purpose,  nor shall  anything  contained in this Warrant  Certificate be
  construed to confer upon the Holder of this Warrant Certificate, as such, any of
  the rights of a shareholder of the Corporation  including but not limited to any
  right to vote,  give or  withhold  consent  to any  action  by the  Corporation,
  whether upon any  recapitalization,  issue of stock,  reclassification of stock,
  consolidation,  merger, share exchange,  conveyance or otherwise, receive notice
  of  meetings  or other  action  affecting  shareholders  (except for the notices
  provided for herein), or receive  subscription  rights, until this Warrant shall
  have been exercised and the Shares  purchasable  upon the exercise  hereof shall
  have become deliverable as provided herein.
  
           5. Shares Underlying Warrant. The Corporation covenants and agrees that
  all Shares  delivered  upon  exercise of this Warrant  shall,  upon delivery and
  payment  therefor,  be duly and validly  authorized  and issued,  fully paid and
  nonassessable, and free from all liens, encumbrances and charges with respect to
  the purchase thereof.
  
           6.  Disposition  of  Warrants  or Shares.  The  Holder of this  Warrant
  Certificate  and any  transferee  hereof  or of the  Shares  issuable  upon  the
  exercise  of this  Warrant,  by  their  acceptance  hereof  or  thereof,  hereby
  understand  and agree  that  this  Warrant,  and the  Shares  issuable  upon the
  exercise  hereof,  have not been  registered  under either the Securities Act of
  1933 (the "1933 Act") or applicable
  state  securities  laws (the  "State  Acts")  and  shall  not be sold,  pledged,
  hypothecated,   donated   or   otherwise   transferred   (whether   or  not  for
  consideration)  except  upon the  issuance  to the  Corporation  of a  favorable
  opinion of counsel or submission to the  Corporation  of such evidence as may be
  reasonably satisfactory to counsel to the Corporation, in each such case, to the
  effect that any such transfer shall not be in violation of the Act and the State
  Acts.  It  shall  be a  condition  to the  transfer  of this  Warrant  that  any
  transferee hereof deliver to the Corporation its written agreement to accept and
  be bound by all of the terms and conditions of this Warrant Certificate.
  
           7.  Adjustments.  The Exercise Price as  hereinabove  provided shall be
  subject to adjustments as follows:
  
                    (a) In case the  Corporation  shall (a) pay a dividend  on its
  Common Stock in shares of its Common Stock, (b) subdivide its outstanding shares
  of Common  Stock into a greater  number of shares,  (c) combine its  outstanding
  shares  of  Common  Stock  into a  lesser  number  of  shares,  or (d)  issue by
  reclassification  of its shares of Common Stock any shares of its capital stock,
  the number of Shares  purchasable  upon the  exercise of this  Warrant in effect
  immediately  prior  thereto,  shall  be  adjusted  so that the  Holder  shall be
  entitled to receive,  upon exercise of this Warrant,  the number of Shares which
  such  Holder  would  have  owned or have  been  entitled  to  receive  after the
  happening of such event had such Holder exercised this Warrant immediately prior
  to the record  date in the case of such  dividend or the  effective  date in the
  case of any such  subdivision,  combination or  reclassification.  An adjustment
  made  pursuant to this  subsection  (a) shall be made  whenever  any such events
  shall happen, but shall become effective retroactively after such record date or
  such effective date, as the case may be, as to portion of this Warrant exercised
  between such record date or effective date and the date of happening of any such
  event.
  
                    (b) In case the Corporation shall (a) issue rights or warrants
  to all holders of the Common Stock  entitling  them to subscribe for or purchase
  shares of Common Stock at a price per Share less than the  Exercise  Price as in
  effect from time to time, or (b) issue or sell any shares of Common Stock (or be
  deemed to have issued any shares of Common Stock as provided  herein  including,
  without limitation,  by issuance of securities  convertible into or exchangeable
  for Common Stock),  without  consideration or for  consideration  per Share less
  than the  Exercise  Price,  then in each  case  the  Exercise  Price  in  effect
  immediately prior to such issuance automatically and forthwith shall be adjusted
  or readjusted (to the nearest cent) as follows:
  
             (i)The Exercise Price shall be automatically lowered to the price per
  Share which is less than the Exercise Price (the "Adjusted  Exercise Price") for
  that number of Shares  purchasable  upon exercise of this Warrant which shall be
  calculated by multiplying  (i) the number of Shares of Common Stock  purchasable
  upon exercise of this Warrant prior to the foregoing  adjustment to the Exercise
  Price by (ii) a  fraction  whose  numerator  is the  lesser  of (aa)  the  below
  described  denominator  or (bb) the total  number of Shares sold or deemed to be
  sold in a subsequent  transaction and whose  denominator is the number of Shares
  originally  purchasable upon exercise of this Warrant. The balance of the Shares
  purchasable upon exercise of this Warrant shall continue subject to the Exercise
  Price in effect prior to the foregoing adjustment to the Exercise Price.
  
              (ii)In the event there is any subsequent event under this subsection
  (b) which triggers an adjustment to the Exercise Price as provided  herein,  the
  adjustment  to the Exercise  Price shall first  affect those Shares  purchasable
  upon exercise of this Warrant which have not been subject
  to adjustment  hereunder  and any  adjustment(s)  thereafter  shall first affect
  those Shares with the highest Adjusted Exercise Price.
  
                    (c) For the purpose of any  adjustment of the number of shares
  of Common  Stock  purchasable  upon  exercise of this  Warrant  pursuant to this
  Section 7, the following provisions shall be applicable:
  
                      (i)In the case of the issuance of Common Stock for cash, the
  consideration received upon such issuance shall be deemed to be the gross amount
  of cash paid therefor.
  
               (ii)In the case of the issuance of Common Stock for a consideration
  in whole or in part  other  than  cash,  the  consideration  received  upon such
  issuance other than cash shall be deemed to be the fair market value thereof.
  
                         (iii) In the case of the issuance of Common Stock without
  consideration,  the consideration received upon such issuance shall be deemed to
  be $0.01 per share.
  
          (iv) In the case of the issuance of (I) options to purchase or rights to
  subscribe for Common Stock,  (II) securities by their terms  convertible into or
  exchangeable  for  Common  Stock or (III)  options  to  purchase  or  rights  to
  subscribe for such convertible or exchangeable securities:
  
                                              (1) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon the exercise of such options to
                                              purchase or rights to subscribe  for
                                              Common Stock shall be deemed to have
                                              been issued at the time such options
                                              or  rights  were  issued  and  for a
                                              consideration     equal    to    the
                                              consideration,  if any,  received by
                                              the Corporation upon the issuance of
                                              such  options  or  rights  plus  the
                                              minimum  purchase  price provided in
                                              such   options  or  rights  for  the
                                              Common Stock covered thereby; and
  
                                              (2) the aggregate  maximum number of
                                              shares of Common  Stock  deliverable
                                              upon  conversion  of or in  exchange
                                              for   any   such    convertible   or
                                              exchangeable  securities or upon the
                                              exercise  of options to  purchase or
                                              rights   to   subscribe   for   such
                                              convertible     or      exchangeable
                                              securities and subsequent conversion
                                              or exchange  thereof shall be deemed
                                              to have been issued at the time such
                                              securities   were   issued  or  such
                                              options  or rights  were  issued and
                                              for a  consideration  equal  to  the
                                              consideration,  if any,  received by
                                              the   Corporation   for   any   such
                                              securities  and  related  options or
                                              rights  (excluding any cash received
                                              on account of  accrued  interest  or
                                              accrued    dividends),    plus   the
                                              additional consideration, if any, to
                                              be received by the Corporation  upon
                                              the  conversion  or exchange of such
                                              securities  or the  exercise  of any
                                              related options or rights.
  
                    (d) All adjustments  under this Section 7 shall be made to the
  nearest cent.
  (e) No adjustment  of the Exercise  Price shall be made in any
  of the following cases:
  
    (i) upon the grant or exercise of stock options hereafter granted, or upon the
  issuance  of  shares  upon  exercise  of  rights to  purchase  shares  under any
  employee,  officer, or director stock option plans now or hereafter  authorized,
  to the extent that the  aggregate of the number of shares which may be purchased
  under  such  option  plans is less than or equal to 15  percent of the number of
  shares of Common Stock outstanding on January 1 of the year of the grant;
  
           (ii) shares of Common Stock issued upon the conversion of any presently
  outstanding  convertible security of the Corporation or the Corporation's Series
  D Convertible Preferred Stock or Series C Convertible Preferred Stock;
  
      (iii) shares issued by way of dividend or other distribution on Common Stock
  excluded from the calculation of the adjustment  under this  subparagraph (D) or
  on Common Stock resulting from any subdivision or combination of Common Stock so
  excluded; or
  
       (iv) shares  issued  pursuant to the Warrant or any stock option or warrant
  outstanding  on the date of  filing  of this  instrument  in the  office  of the
  Secretary of State in accordance with the provisions of the General  Corporation
  Law of Delaware or a five year warrant  issued to the designee of John H. Laeri,
  Jr. to acquire 4,000,000 shares of the Corporation's Common Stock.
  
                    (f)  Whenever  the  Exercise   Price  is  adjusted  as  herein
  provided,  the  Corporation  shall  prepare  a  certificate  signed by the chief
  financial  officer of the Corporation  setting forth the Adjusted Exercise Price
  and showing in reasonable  detail the facts upon which such adjustment is based.
  As  promptly  as  practicable,  the  Corporation  shall  cause  a  copy  of  the
  certificate referred to in this subsection (f) to be mailed to the Holder.
  
           8. Taxes.  The  Corporation  shall pay all taxes that may be payable in
  respect of the issue or  delivery of Common  Stock on exercise of this  Warrant,
  but shall  not pay any tax  which may be  payable  in  respect  of any  transfer
  involved in the issue and delivery of the Common Stock in a name other than that
  in which this  Warrant was  registered,  and no such issue or delivery  shall be
  made  unless  and  until  the  person  requesting  such  issue  has  paid to the
  Corporation the amount of any such tax, or has established,  to the satisfaction
  of the Corporation, that such tax has been paid.
  
           9.  Fractional  Shares.  No  fractional  shares  or scrip  representing
  fractional  shares  shall be issued upon the  exercise of this  Warrant.  If the
  exercise of this Warrant results in a fraction, an amount equal to such fraction
  multiplied by the Exercise  Price of the Shares on the day of exercise  shall be
  paid to the Holder in cash by the Corporation.
  
           10.      Preservation of Holder's Rights.
  
                    (a) The Corporation  covenants and agrees that it shall at all
  times  reserve  and keep  available,  free from  preemptive  rights,  out of its
  authorized  Common  Stock,  solely for the purpose of effecting  the exercise of
  this Warrant,  the full number of shares of Common Stock then deliverable in the
  event and upon the  exercise of this  Warrant.  All shares of Common Stock which
  may be issued upon exercise of this Warrant shall be fully paid.
  (b) Notwithstanding anything to the contrary elsewhere in this
  Warrant,  the  Corporation  shall  not,  by  amendment  of  its  Certificate  of
  Incorporation or through any reorganization,  transfer of assets, consolidation,
  merger,  dissolution,  issue or sale of securities or any other voluntary action
  avoid or seek to avoid the observance or performance of any of the terms of this
  Warrant,  but will at all times in good faith  assist in the carrying out of all
  such  terms  and in the  taking  of  all  such  action  as may be  necessary  or
  appropriate in order to protect the rights of the holder of this Warrant against
  dilution.  Without limiting the generality of the foregoing, the Corporation (i)
  will not  increase  the par  value of any  shares  of  stock  receivable  on the
  exercise of this Warrant  above the amount  payable  therefor on such  exercise,
  (ii) will take all such action as may be necessary or  appropriate in order that
  the  Corporation  may validly and  legally  issue fully paid and  non-assessable
  shares of stock on the exercise of this  Warrant from time to time  outstanding,
  (iii) will not issue any  capital  stock of any class which is  preferred  as to
  dividends or as to the  distribution  of assets upon  voluntary  or  involuntary
  dissolution, liquidation or winding up, unless the rights of the holders thereof
  shall be  limited  to a fixed  sum or  percentage  of par  value in  respect  of
  participation in dividends and in any such distribution of assets, and (iv) will
  not transfer all or substantially  all of its properties and assets to any other
  entity to consolidate  with or merge into the Corporation (if the Corporation is
  not the surviving  entity),  unless such other entity shall expressly  assume in
  writing and will be bound by all the terms of this Warrant.
  
                    (c) In case of any  consolidation  of the Corporation  with or
  merger  of the  Corporation  into  another  corporation  or in case of any sale,
  transfer  or  lease  to  another  corporation  of all or  substantially  all the
  property of the  Corporation,  the  Corporation  or such successor or purchasing
  corporation, as the case may be, shall execute an instrument providing that each
  holder of this  Warrant  shall  have the right  thereafter  upon  payment of the
  Exercise  Price in effect  immediately  prior to such  action to  purchase  upon
  exercise of each Warrant the kind and amount of shares and other  securities and
  property  which he would have owned or have been  entitled to receive  after the
  happening  of such  consolidation,  merger,  sale,  transfer  or lease  had such
  warrant been exercised immediately prior to such action; provided, however, that
  no adjustment in respect of dividends,  interest or other income on or from such
  shares or other  securities  and  property  shall be made  during  the term of a
  Warrant or upon the exercise of a Warrant.  The Corporation  shall mail by first
  class  mail,  postage  prepaid,  to each holder of this  Warrant,  notice of the
  execution of any such agreement.  Such agreement shall provide for  adjustments,
  which shall be as nearly  equivalent as may be  practicable  to the  adjustments
  provided for in Section 7. The  provisions  of this  Section 10 shall  similarly
  apply to successive consolidations, mergers, sales, transfers or leases.
  
           11. Loss or Destruction.  Upon receipt of evidence  satisfactory to the
  Corporation  of the loss,  theft,  destruction  or  mutilation  of this  Warrant
  Certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
  delivery of an indemnity  agreement or bond satisfactory in form,  substance and
  amount to the Corporation or, in the case of any such mutilation, upon surrender
  and  cancellation  of this Warrant  Certificate,  the Corporation at its expense
  will execute and deliver,  in lieu thereof,  a new Warrant  Certificate  of like
  tenor.
  
           12.  Survival/Permitted  Assigns. The various rights and obligations of
  the Holder hereof as set forth herein shall survive the exercise of this Warrant
  at any time or from time to time and the surrender of this Warrant  Certificate.
  The  permitted  assigns of John H.  Laeri,  Jr.  shall  consist  of any  entity,
  corporation,  partnership  or limited  liability  company  controlled by John H.
  Laeri, Jr.
  13.  Notices.  Whenever any notice,  payment of any  purchase  price or
  other communication is required to be given or delivered under the terms of this
  Warrant,  it shall be in writing and delivered by hand delivery or registered or
  certified United States mail,  postage prepaid,  and will be deemed to have been
  given  or  delivered  on  the  date  such  notice,   purchase   price  or  other
  communication is so delivered, and, if to the Corporation,  it will be addressed
  to the address  specified in Section 2(a) hereof,  and if to the Holder, it will
  be addressed to the registered  Holder at his address as it appears on the books
  of the Corporation.
  
                              (CONTINUED ON NEXT PAGE)
  14.  Governing  Law.  This  Warrant  Certificate  shall be  governed by and
  construed in accordance with the laws of the State of Delaware.  
  
       Dated as of the 2nd day of January, 1998
  
                                 
                                     GOLF TRAINING SYSTEMS, INC., a Delaware
                                     corporation
  
                                     By: /s/ Daniel A. Gordon
                                     ---------------------------
  
                                     Title: Chief Executive Officer
  
                                     Attest: /s/ Thomas B. Adams
                                     ---------------------------
  
                                     Title: Assistant Secretary
  
                                           [CORPORATE SEAL]
  EXHIBIT "A"
  
                                 NOTICE OF EXERCISE
  
                      (To be Executed by the Registered Holder
                          in order to Exercise the Warrant)
  
  The undersigned  hereby  irrevocably  elects to exercise the Warrant held by the
  undersigned to acquire shares of common stock ("Common  Stock") of GOLF TRAINING
  SYSTEMS,  INC. (the "Company") according to the conditions of the Warrant, as of
  the date written below. If shares are to be issued in the name of a person other
  than the  undersigned,  the undersigned will pay all transfer taxes payable with
  respect thereto.  No fee will be charged to the Holder for any exercise,  except
  for transfer taxes, if any.
  A copy of the Warrant is attached hereto.*
  
  The undersigned acknowledges that all offers and sales by the undersigned of the
  shares of Common Stock issuable to the undersigned  upon exercise of the Warrant
  must be made pursuant to  registration  of the Common Stock under the Securities
  Act  of  1933,  as  amended  (the  "Act")  or  pursuant  to  an  exemption  from
  registration under the Act.
  
                   Expiration of Warrant: ________________________
  
                   Date of Exercise:   ___________________________
  
                   Applicable Exercise Price: ____________________
  
                    Number of Shares of
                   Common Stock to be Issued: ____________________
  
                   Signature: ____________________________________
  
                   Name: _________________________________________
  
                   Address: ______________________________________
  
                            
                            ______________________________________
  
  * No Shares of Common Stock will be issued until the Warrant to be exercised and
  the Notice of Exercise are received by the Company or its Transfer Agent.