SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     This  Amendment,  dated as of November 10, 1999,  is made by and between FM
PRECISION GOLF  MANUFACTURING  CORP., a Delaware  corporation,  and FM PRECISION
GOLF SALES CORP., a Delaware corporation  (collectively,  jointly and severally,
the "Borrower"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation,
formerly known as Norwest Business Credit, Inc. (the "Lender").

                                    Recitals

     The  Borrower  and the  Lender  have  entered  into a Credit  and  Security
Agreement  dated as of October 9, 1998, as amended by that certain  Amendment to
Credit and  Security  Agreement  and Waiver of  Defaults  dated  April 13,  1999
(collectively, the "Credit Agreement"). Capitalized terms used in these recitals
have  the  meanings  given  to them in the  Credit  Agreement  unless  otherwise
specified.

     The Borrower has  requested  that certain  amendments be made to the Credit
Agreement,  which  the  Lender  is  willing  to make  pursuant  to the terms and
conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements herein contained, it is agreed as follows:

     1.  DEFINED  TERMS.  Capitalized  terms  used in this  Amendment  which are
defined in the Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein.

     2. AMENDMENTS. The Credit Agreement is hereby amended as follows:

          (a) The  definition  of "Base  Rate"  contained  in Section 1.1 of the
Credit  Agreement  is hereby  deleted  in its  entirety  and  replaced  with the
following definition of "Prime Rate":

     "PRIME  RATE" means the rate of interest  publicly  announced  from time to
     time by Wells Fargo Bank,  N.A. as its "prime rate" or, if such bank ceases
     to announce a rate so designated,  any similar successor rate designated by
     the Lender.

          (b) Each and every  reference  to "Base Rate"  contained in the Credit
Agreement is hereby deleted and replaced with the term "Prime Rate".

          (c) The definition of "Borrowing Base" contained in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety and replaced as follows:

     "BORROWING BASE" means, at any time the lesser of:

          (a) the Maximum Line; or

          (b)  subject  to  change  from  time  to  time  in the  Lender's  sole
discretion, the sum of:

                                       1
<PAGE>
               (A)  the  lesser  of  (x)  85%  of  Eligible  Accounts,   or  (y)
          $5,000,000.00, plus

               (B) the lesser of (x) 60% of  Eligible  Inventory  (exclusive  of
          Eligible Raw Materials  Inventory),  or (y) $2,500,000.00 from March 1
          through September 30 of each year and $3,500,000.00  from October 1 of
          each year through February 28 of each subsequent year.

               (C) the lesser of (x) 50% of Eligible Raw Materials Inventory, or
          (y)  $2,500,000.00  from March 1 through September 30 of each year and
          $3,500,000.00  from October 1 of each year through February 28 of each
          subsequent year.

          (d) The  definition  of "Debt  Service  Coverage  Ratio"  contained in
Section 1.1 of the Credit Agreement is hereby deleted and replaced as follows:

     "Debt Service  Coverage  Ratio" means the ratio of (i) the sum of (A) Funds
     from  Operations  plus  (estimated  taxes less cash tax payments)  plus (B)
     Interest  Expense  minus (C)  unfinanced  portion of  Capital  Expenditures
     (exclusive  of not more  than  $750,000.00  of  Capital  Expenditures  (the
     "Wastewater  Capital  Expenditures")  related  to  the  construction  of  a
     wastewater treatment facility) to (ii) the sum of (A) Current Maturities of
     Long Term Debt (actually paid during the period) plus (B) Interest Expense.
     The  Borrower  acknowledges  that  in  the  event  the  Wastewater  Capital
     Expenditures  are not  refinanced  in full on or before May 30,  2000,  the
     Wastewater Capital Expenditures shall be included in said ratio.

          (e) The year "2001"  contained in the  definition  of "Maturity  Date"
contained in Section 1.1 of the Credit  Agreement is hereby deleted and replaced
with the year "2002".

          (f) The figure "$4,000,000.00" contained in the definition of "Maximum
Line"  contained in Section 1.1 of the Credit  Agreement  is hereby  deleted and
replaced with the figure "$5,000,000.00".

          (g) The definition of "Revolving  Floating Rate"  contained in Section
1.1 of the Credit Agreement is hereby deleted and replaced as follows:

     "Revolving  Floating  Rate"  means an annual  rate  equal to the sum of the
     Prime Rate plus one-quarter of one percent (0.25%), which annual rate shall
     change when and as the Prime Rate changes.

          (h) The definition of "Term Floating Rate" contained in Section 1.1 of
the Credit Agreement is hereby deleted and replaced as follows:

                                       2
<PAGE>
     "Term  Floating  Rate"  means an annual  rate equal to the sum of the Prime
     Rate plus  three-quarters  of one percent (0.75%),  which annual rate shall
     change when and as the Prime Rate changes.

          (i) There is hereby added to Section 1.1 of the Credit Agreement a new
definition for "Wells Fargo Bank, N.A." which provides as follows:

     "Wells Fargo Bank, N.A." means Wells Fargo Bank, National Association.

          (j) The  introductory  sentence of Section 2.8 of the Credit Agreement
is hereby deleted and replaced as follows:

     INTEREST; MINIMUM INTEREST CHARGE; DEFAULT INTEREST; PARTICIPATIONS; USURY.
     Interest  accruing  on the Notes shall be due and payable in arrears on the
     first day of each month.

          (k)  Section  2.9(a) of the Credit  Agreement  is hereby  deleted  and
replaced as follows:

     (a) UNUSED LINE FEE.  For the  purposes  of this  Section  2.9(b),  "Unused
     Amount"  means  the  $4,500,000.00  reduced  by (1)  outstanding  Revolving
     Advances  and  (2) the  L/C  Amount,  until  such  time as the  outstanding
     Revolving   Advances  are  greater  than   $4,500,000.00   at  which  point
     (regardless  of  whether or not at some point  thereafter  the  outstanding
     Revolving  Advances are less than  $4,500,000.00)  the term "Unused Amount"
     means the Maximum Line reduced by (1)  outstanding  Revolving  Advances and
     (2) the L/C Amount.

          (l) The figure  "$60.00"  contained  in  Section  2.9(d) of the Credit
Agreement is hereby deleted and replaced with the figure "$75.00".

          (m) Sections  2.13(a) and 2.13(b) of the Credit  Agreement  are hereby
deleted and replaced as follows:

     (a)  TERMINATION  AND  LINE  REDUCTION  FEES.  If the  Credit  Facility  is
     terminated for any reason as of a date other than the Maturity Date, or the
     Borrower  reduces the Maximum Line, the Borrower shall pay the Lender a fee
     in an amount equal to a percentage of $4,500,000.00, until such time as the
     outstanding  Revolving  Advances are greater than  $4,500,000.00,  at which
     time said figure  shall  automatically  be  increased  to the Maximum  Line
     regardless  of  whether  or not at some point  thereafter  the  outstanding
     Revolving  Advances are less than  $4,500,000.00 (or the reduction,  as the
     case may be) as  follows:  (i) three  percent  (3%) if the  termination  or
     reduction  occurs on or before September 30, 2000; (ii) two percent (2%) if
     the  termination  or reduction  occurs after  September  30, 2000 but on or
     before September 30, 2001; and (iii) one percent (1%) if the termination or
     reduction occurs after September 30, 2001.

                                       3
<PAGE>
     (b)  PREPAYMENT  FEES.  If the Term Note is prepaid as of a date other than
     the Maturity Date for any reason except in accordance with Section 2.7, the
     Borrower  shall pay to the Lender a fee in an amount  equal to a percentage
     of the amount  prepaid as follows:  (i) three  percent  (3%) if  prepayment
     occurs on or before September 30, 2000; (ii) two percent (2%) if prepayment
     occurs after  September 30, 2000 but on or before  September 30, 2001;  and
     (iii) one percent (1%) if prepayment occurs after September 30, 2001.

          (n)  Section  6.12 of the Credit  Agreement  is hereby  deleted in its
entirety and replaced as follows:

     DEBT SERVICE  COVERAGE RATIO.  The Borrower  covenants that FMM and FMS and
     the Covenant Entities shall, as of the last day of each fiscal quarter,  on
     and after November 30, 1999,  maintain a consolidated  average minimum debt
     service coverage ratio (based upon the period set forth below) as follows:


     Quarter Ending                         Debt Service Coverage Ratio
     --------------                         ---------------------------
     November 30, 1999                      .0001 based upon the immediately
                                            preceding six month period

     February 29, 2000                      .50 to 1 based upon the immediately
                                            preceding nine month period

     May 31, 2000 and each May 31           1.05 to 1 based upon the immediately
     thereafter                             preceding twelve month period

     August 31, 2000 and each August 31     1.05 to 1 based upon the immediately
     thereafter                             preceding twelve month period

     November 30, 2000 and each             1.05 to 1 based upon the immediately
     November 30 thereafter                 preceding twelve month period

     February 28, 2001 and each             1.05 to 1 based upon the immediately
     February 28 thereafter                 preceding twelve month period


          (o)  Section  6.15 of the Credit  Agreement  is hereby  deleted in its
entirety and replaced as follows:

     MONTHLY NET  INCOME/NET  LOSS.  The Borrower  covenants that beginning with
     June,  1999,  and continuing  for each month  thereafter,  FMM, FMS and the
     Covenant Entities shall achieve an aggregate consolidated Net Income of not
     less than (or in the event a Net Loss is permitted,  a Net Loss of not more
     than) the amounts set forth below for each month as measured  from the last
     day of the immediately preceding month.

                                       4
<PAGE>
     Month                                         Net Income/(Net Loss)
     -----                                         ---------------------
     June, 1999                                    $50,000.00

     July, 1999                                    $0.00

     August, 1999                                  ($400,000.00)

     September, 1999                               ($150,000.00)

     October, 1999                                 ($200,000.00)

     November, 1999                                ($200,000.00)

     December, 1999                                ($350,000.00)

     January, 2000                                 ($100,000.00)

     February, 2000                                $0.00

     March, 2000                                   $50,000.00

     April, 2000                                   $75,000.00

     May, 2000                                     $75,000.00

     June of each year thereafter                  $0.00

     July of each year thereafter                  $0.00

     August of each year thereafter                ($300,000.00)

     September of each year thereafter             ($150,000.00)

     October of each year thereafter               ($200,000.00)

     November of each year thereafter              ($100,000.00)

     December of each year thereafter              ($350,000.00)

     January of each year thereafter               ($50,000.00)

     February of each year thereafter              $0.00

     March of each year thereafter                 $0.00

     April of each year thereafter                 $0.00

     May of each year thereafter                   $0.00


          (p) Section  6.16 of the Credit  Agreement is hereby  deleted  without
replacement.

                                       5
<PAGE>
          (q) Section  7.4(a)(iv) of the Credit  Agreement is hereby  deleted in
its entirety and replaced as follows:

     (iv)  loans,  advances  or any  other  credits  at any time  disbursed  and
     outstanding  after the date of this Agreement shown on the balance sheet of
     Borrower   granted  to  the   Covenant   Entities  for  fair  and  adequate
     consideration  which will not increase from the date hereof by more than in
     the  aggregate  (i)   $1,500,000.00   through   September  30,  2000,  (ii)
     $2,250,000.00  after  September 30, 2000 through  September  30, 2001,  and
     (iii)  $3,000,000.00 after September 30, 2001 through the Termination Date.
     This   subsection   (iv)  shall  not  apply  to  the   payment  of  Expense
     Reimbursements, as hereafter defined, to Guarantor.

          (r) Section  7.22 of the Credit  Agreement is hereby  deleted  without
replacement.

          (s)  Section  7.10 of the  Credit  Agreement  is  hereby  deleted  and
replaced as follows:

     CAPITAL  EXPENDITURES.  During each fiscal year,  FMM, FMS and the Covenant
     Entities  will not incur or contract to incur Capital  Expenditures  in the
     aggregate of more than $2,000,000.00. In addition, during each fiscal year,
     FMM,  FMS and the  Covenant  Entities  will not incur or  contract to incur
     Capital  Expenditures  paid with working  capital in the  aggregate of more
     than  $1,250,000.00.  The  Borrower  acknowledges  that  in the  event  the
     Wastewater Capital Expenditures are not refinanced in full on or before May
     30, 2000, the Wastewater  Capital  Expenditures shall be considered Capital
     Expenditures paid with working capital.

          (t)  Section  7.19 of the Credit  Agreement  is hereby  deleted in its
entirety and replaced as follows:

     PAYMENTS  TO  AFFILIATES.  Neither  FMM nor FMS shall,  without the express
     written  consent of Lender,  which  consent  may be granted or  withheld in
     Lender's sole discretion, make any transfer, conveyance, loan or payment of
     any kind  ("Payment")  to FMM (from FMS),  FMS (from FMM),  to any Covenant
     Entity  or to any  other  Affiliate  which  is not for  fair  and  adequate
     consideration or which is in the aggregate in excess of  $1,500,000.00  for
     any fiscal year.  Notwithstanding  the above, FMM and FMS may make Payments
     to Guarantor on their behalf so long as such  Payments are a  reimbursement
     of expenses which are related solely to the costs associated with FMM's and
     FMS's   normal   and   customary   day   to   day   operations    ("Expense
     Reimbursements").

                                       6
<PAGE>
          (u)  Section  7.17 of the Credit  Agreement  is hereby  deleted in its
entirety and replaced as follows:

     SALARIES.  The Borrower  will not pay excessive or  unreasonable  salaries,
     bonuses,  commissions,  consultant fees or other compensation;  or increase
     the salary,  bonus,  commissions,  consultant fees or other compensation of
     any  director  in a  director  capacity,  officer  or any  member  of their
     families,  by more than 20% in any one year, either individually or for all
     such persons in the  aggregate,  or pay any such  increase  from any source
     other  than  profits  earned in the year of  payment.  Notwithstanding  the
     above,  so long as there is not a then existing Event of Default or Default
     Period,  Borrower may make payments to Borrower's  executives in accordance
     with the terms of that certain  Executive  Bonus Plan dated  September  14,
     1999. The Executive  Bonus Plan will not be amended  without the consent of
     the Lender.

     3. SATISFACTION OF CONDITIONS. Upon the terms and subject to the conditions
set forth in this Amendment,  the Lender hereby acknowledges that the conditions
contained in the Lender's October 14, 1999 letter have been satisfied.

     4.  AMENDMENT  FEE.  The  Borrower  shall  pay the  Lender a fully  earned,
non-refundable  fee in the amount of $10,000.00 in consideration of the Lender's
execution of this Amendment.  Said fee shall be due and payable as follows:  (i)
$5,000.00 as of the date hereof, and (ii) $5,000.00 as of that date on which the
outstanding Revolving Advances are greater than $4,500,000.00.

     5. NO OTHER CHANGES. Except as explicitly amended by this Amendment, all of
the terms and conditions of the Credit  Agreement shall remain in full force and
effect and shall apply to any advance or letter of credit thereunder.

     6.  CONDITIONS  PRECEDENT.  This  Amendment,  and the  waiver  set forth in
Paragraph 4 hereof,  shall be effective  when the Lender shall have  received an
executed original hereof, together with each of the following, each in substance
and form acceptable to the Lender in its sole discretion:

          (a)  The  replacement  revolving  note  substantially  in the  form of
Exhibit A-2 hereto,  duly executed on behalf of the Borrower  (the  "Replacement
Note").

          (b) The Acknowledgment and Agreement of Guarantor set forth at the end
of this Amendment, duly executed by the Guarantor.

          (c) A Certificate  of the  Secretary of the Borrower  certifying as to
(i) the  resolutions  of the board of directors of the  Borrower  approving  the
execution  and  delivery of this  Amendment,  (ii) the fact that the articles of
incorporation and bylaws of the Borrower,  which were certified and delivered to
the Lender pursuant to the Certificate of Authority of the Borrower's  secretary
or  assistant  secretary  dated as of  October  9, 1998 in  connection  with the
execution and delivery of the Credit Agreement continue in full force and effect
and have not been  amended  or  otherwise  modified  except  as set forth in the
Certificate to be delivered,  and (iii)  certifying that the officers and agents

                                       7
<PAGE>
of the  Borrower  who  have  been  certified  to  the  Lender,  pursuant  to the
Certificate  of Authority  of the  Borrower's  secretary or assistant  secretary
dated as of October 9, 1998, as being authorized to sign and to act on behalf of
the Borrower continue to be so authorized or setting forth the sample signatures
of each of the  officers and agents of the  Borrower  authorized  to execute and
deliver this Amendment and all other  documents,  agreements and certificates on
behalf of the Borrower.

          (d) An opinion of the  Borrower's  counsel as to the matters set forth
in  paragraphs  7(a) and 7(b) hereof and as to such other  matters as the Lender
shall require.

     7.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower  hereby  represents and
warrants to the Lender as follows:

          (a) The Borrower has all  requisite  corporate  power and authority to
execute  this  Amendment  and the  Replacement  Note and to  perform  all of its
obligations  hereunder,  and this Amendment and the  Replacement  Note have been
duly executed and delivered by the Borrower and constitutes the legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms.

          (b) The  execution,  delivery and  performance by the Borrower of this
Amendment and the  Replacement  Note have been duly  authorized by all necessary
corporate action and do not (i) require any  authorization,  consent or approval
by  any  governmental   department,   commission,   board,  bureau,   agency  or
instrumentality,  domestic or foreign,  (ii)  violate any  provision of any law,
rule or regulation  or of any order,  writ,  injunction  or decree  presently in
effect,  having applicability to the Borrower,  or the articles of incorporation
or by-laws  of the  Borrower,  or (iii)  result in a breach of or  constitute  a
default under any indenture or loan or credit  agreement or any other agreement,
lease or  instrument  to  which  the  Borrower  is a party or by which it or its
properties may be bound or affected.

          (c) All of the representations  and warranties  contained in Article V
of the Credit  Agreement are correct on and as of the date hereof as though made
on and as of such  date,  except to the  extent  that such  representations  and
warranties relate solely to an earlier date.

     8. WAIVER OF INTEREST.  That portion of accrued but unpaid  interest (which
accrued commencing on January 1, 1999 through the date hereof at a rate of 1% of
the  Revolving  Advances and 1% of the Term  Advances)  which was,  prior to the
effectiveness of this Amendment, due and payable by Borrower upon the prepayment
in whole of the Obligations is hereby forgiven by Lender.

     9.  REFERENCES.  All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby;  and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit  Agreement as amended  hereby.  Upon the  satisfaction of
each of the  conditions  set forth in  paragraph  5 hereof,  the  definition  of
"Revolving  Note" and all references  thereto in the Credit  Agreement  shall be
deemed amended to describe the Replacement Note, which Replacement Note shall be
issued by the Borrower to the Lender in replacement,  renewal and amendment, but
not in repayment, of the Note.

                                       8
<PAGE>
     10. NO WAIVER.  Except as set forth above with respect to Lender's  October
14, 1999 letter, the execution of this Amendment and acceptance of any documents
related  hereto  shall not be deemed to be a waiver of any  Default  or Event of
Default or Default Period under the Credit Agreement or breach, default or event
of default  under any Security  Document or other  document  held by the Lender,
whether or not known to the Lender and  whether or not  existing  on the date of
this Amendment.

     11. RELEASE. The Borrower,  and Guarantor by signing the Acknowledgment and
Agreement  of   Guarantor   set  forth  below,   each  hereby   absolutely   and
unconditionally  releases  and forever  discharges  the Lender,  and any and all
participants,   parent   corporations,   subsidiary   corporations,   affiliated
corporations,  insurers,  indemnitors,  successors and assigns thereof, together
with all of the present and former directors,  officers, agents and employees of
any of the  foregoing,  from any and all claims,  demands or causes of action of
any  kind,  nature  or  description,  whether  arising  in law or equity or upon
contract  or tort or under  any state or  federal  law or  otherwise,  which the
Borrower or  Guarantor  has had,  now has or has made claim to have  against any
such  person  for or by  reason  of any act,  omission,  matter,  cause or thing
whatsoever  arising from the beginning of time to and including the date of this
Amendment,  whether  such  claims,  demands  and causes of action are matured or
unmatured or known or unknown.

     12. COSTS AND EXPENSES.  The Borrower hereby  reaffirms its agreement under
the Credit  Agreement to pay or reimburse the Lender on demand for all costs and
expenses  incurred by the Lender in connection  with the Credit  Agreement,  the
Security  Documents  and all other  documents  contemplated  thereby,  including
without  limitation  all  reasonable  fees and  disbursements  of legal counsel.
Without  limiting the  generality of the  foregoing,  the Borrower  specifically
agrees  to pay all fees and  disbursements  of  counsel  to the  Lender  for the
services  performed by such counsel in connection  with the  preparation of this
Amendment and the  documents and  instruments  incidental  hereto.  The Borrower
hereby  agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement,  or apply the proceeds of any loan, for the
purpose of paying any such fees, disbursements,  costs and expenses, and the fee
required under paragraph 6 hereof.

     13.  MISCELLANEOUS.  This Amendment and the Acknowledgment and Agreement of
Guarantor may be executed in any number of  counterparts,  each of which when so
executed  and   delivered   shall  be  deemed  an  original  and  all  of  which
counterparts, taken together, shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date first written above.

                                        WELLS FARGO BUSINESS CREDIT, INC.


                                        By /s/ Clifton Moschnik
                                           -------------------------------------
                                           Its Business Banking Officer

                                       9
<PAGE>
                                        FM PRECISION GOLF MANUFACTURING CORP.,
                                        a Delaware corporation


                                        By /s/ Thomas A. Schneider
                                           -------------------------------------
                                           Its President


                                        FM PRECISION GOLF SALES CORP.,
                                        a Delaware corporation


                                        By /s/ Thomas A. Schneider
                                           -------------------------------------
                                           Its President

                                       10
<PAGE>
                    ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

     The  undersigned,  a guarantor of the  indebtedness  of FM  Precision  Golf
Manufacturing   Corp.,  and  FM  Precision  Golf  Sales  Corp.,   each  Delaware
corporations  (collectively,  jointly and severally,  the  "Borrowers") to Wells
Fargo Business Credit,  Inc.,  formerly known as Norwest  Business Credit,  Inc.
(the  "Lender")  pursuant  to a  Guaranty  dated  as of  October  9,  1998  (the
"Guaranty"),  hereby (i) acknowledges receipt of the foregoing  Amendment;  (ii)
consents to the terms  (including  without  limitation  the release set forth in
paragraph 11 of the  Amendment)  and  execution  thereof;  (iii)  reaffirms  its
obligations  to the  Lender  pursuant  to the  terms of its  Guaranty;  and (iv)
acknowledges  that the Lender may amend,  restate,  extend,  renew or  otherwise
modify the Credit  Agreement and any  indebtedness or agreement of the Borrower,
or enter into any agreement or extend additional or other credit accommodations,
without  notifying  or  obtaining  the  consent of the  undersigned  and without
impairing  the  liability of the  undersigned  under the Guaranty for all of the
Borrowers' present and future indebtedness to the Lender.

                                        ROYAL PRECISION, INC.,
                                        a Delaware corporation


                                        By /s/ Thomas A. Schneider
                                           -------------------------------------
                                           Its President

                                       11
<PAGE>
                                   EXHIBIT A-2

                           REPLACEMENT REVOLVING NOTE

$5,000,000.00                                                   Phoenix, Arizona

                                                                 _________, 1999

     For value received, the undersigned, FM PRECISION GOLF MANUFACTURING CORP.,
a  Delaware  corporation,   and  FM  PRECISION  GOLF  SALES  CORP.,  a  Delaware
corporation (collectively,  jointly and severally,  "Borrower"),  hereby jointly
and severally  promise to pay on the Termination Date under the Credit Agreement
(defined below), to the order of WELLS FARGO BUSINESS CREDIT,  INC., a Minnesota
corporation (the "Lender"),  at its main office in Phoenix,  Arizona,  or at any
other place designated at any time by the holder hereof,  in lawful money of the
United States of America and in immediately  available  funds, the principal sum
of FIVE MILLION and N0/100  Dollars  ($5,000,000.00)  or, if less, the aggregate
unpaid  principal  amount of all  Revolving  Advances  made by the Lender to the
Borrower under the Credit  Agreement  (defined  below) together with interest on
the principal amount hereunder  remaining unpaid from time to time,  computed on
the basis of the actual number of days elapsed and a 360-day year, from the date
hereof  until  this  Note is fully  paid at the rate from time to time in effect
under the Credit and Security  Agreement  dated October 8, 1998, as amended from
time to time (as the same may  hereafter  be amended,  supplemented  or restated
from time to time,  the  "Credit  Agreement")  by and between the Lender and the
Borrower.  The principal  hereof and interest  accruing thereon shall be due and
payable as provided in the Credit  Agreement.  This Note may be prepaid  only in
accordance with the Credit Agreement.

     This Note is issued  pursuant,  and is  subject,  to the Credit  Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Revolving Note referred to in the Credit Agreement.  This Note is secured, among
other things,  pursuant to the Credit  Agreement  and the Security  Documents as
therein  defined,  and may now or  hereafter  be  secured  by one or more  other
security agreements, mortgages, deeds of trust, assignments or other instruments
or agreements.

     Both entities  constituting the Borrower hereby jointly and severally agree
to pay all costs of collection,  including attorneys' fees and legal expenses in
the event this Note is not paid when due,  whether or not legal  proceedings are
commenced.

     This Note, upon its execution,  is a replacement of, issued in substitution
and not in satisfaction of a promissory  note, and a portion of the indebtedness
hereunder is the same  indebtedness  evidenced by that certain Revolving Note in
the amount of $4,000,000.00,  made by the undersigned,  which Revolving Note was
executed  pursuant to the Credit Agreement.  The indebtedness  evidenced by said
Revolving Note is not extinguished hereby.

                                       12
<PAGE>
     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.

                                        FM PRECISION GOLF MANUFACTURING CORP.,
                                        a Delaware corporation


                                        By
                                           -------------------------------------

                                           Its
                                               ---------------------------------


                                        FM PRECISION GOLF SALES CORP.,
                                        a Delaware corporation


                                        By
                                           -------------------------------------

                                           Its
                                               ---------------------------------

                                       13