THIRD AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AND SECURITY AGREEMENT

     This Amendment, dated as of November 10, 1999, is made by and between ROYAL
GRIP,  INC., a Nevada  corporation  and ROYAL GRIP  HEADWEAR  COMPANY,  a Nevada
corporation, formerly known as ROXXI, INC. (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 an Amended  and  Restated
Credit and Security  Agreement  dated as of October 9, 1998,  as amended by that
certain  Amendment to Amended and Restated  Credit and  Security  Agreement  and
Waiver of  Defaults  dated March 16,  1999,  as amended by that  certain  Second
Amendment to Credit and Security  Agreement  and Waiver of Defaults  dated April
14, 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

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

               (A)  the  lesser  of  (x)  80%  of  Eligible  Accounts,   or  (y)
                    $1,500,000.00, plus

               (B)  the lesser of (x) 60% of Eligible Royal Grip  Inventory,  or
                    (y) $1,000,000.00.

          (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")   incurred  by  FMM  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 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.

          (g) The  definition of "Roxxi"  contained in Section 1.1 of the Credit
Agreement is hereby deleted without replacement.

          (h) There is hereby added to Section 1.1 of the Credit Agreement a new
definition of "Royal Headwear" which provides as follows:

     "Royal Headwear" means Royal Grip Headwear  Company,  a Nevada  corporation
formerly known as Roxxi, Inc.

          (i) Each and  every  reference  to  "Roxxi"  contained  in the  Credit
Agreement is hereby deleted and replaced with "Royal Headwear".

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

     "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.

          (k) 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.

          (l) 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.

          (m) The dollar figure  "$6,500.00"  contained in Section 2.8(c) of the
Credit  Agreement  is  hereby  deleted  and  replaced  with  the  dollar  figure
"$4,000.00".

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

          (o) 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 the Maximum Line (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.

     (b) PREPAYMENT  FEES. If the Term Note is prepaid as of any 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.

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<PAGE>
          (p)  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 Royal Grip and
     Royal Headwear 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


          (q)  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,  Royal Grip and Royal
     Headwear 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.


     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)

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<PAGE>
     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


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

          (s) 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.

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<PAGE>
          (t)  Section  7.10 of the  Credit  Agreement  is  hereby  deleted  and
replaced as follows:

     CAPITAL EXPENDITURES.  During each fiscal year, Royal Grip, Royal Headwear,
     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,  Royal Grip,  Royal  Headwear,  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 by the Covenant Entities.

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

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

     PAYMENTS  TO  AFFILIATES.  Neither  Royal  Grip nor Royal  Headwear  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  Royal  Grip  (from  Royal
     Headwear),  Royal Headwear (from Royal Grip),  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, Royal Grip and Royal Headwear 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 Royal
     Grip's and Royal  Headwear's  normal and  customary  day to day  operations
     ("Expense Reimbursements").

          (w)  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.

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<PAGE>
     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. 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.

     5.  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 Acknowledgment and Agreement of Guarantor set forth at the end
of this Amendment, duly executed by the Guarantor.

          (b) 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
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.

          (c) An opinion of the  Borrower's  counsel as to the matters set forth
in  paragraphs  6(a) and 6(b) hereof and as to such other  matters as the Lender
shall require.

     6.  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 to perform all of its obligations hereunder, and this
Amendment has 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 has been duly  authorized by all necessary  corporate  action and does
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

                                       7
<PAGE>
(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.

     7. 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.

     8.  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.

     9. 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.

     10. 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.

     11. 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.

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<PAGE>
     12.  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


                                        ROYAL GRIP, INC., a Nevada corporation


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


                                        ROYAL GRIP HEADWEAR COMPANY,
                                        a Nevada corporation


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

                                       9
<PAGE>
                    ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

     The  undersigned,  a guarantor of the  indebtedness of Royal Grip, Inc. and
Royal  Grip  Headwear  Company,  formerly  known as Roxxi,  Inc.,  each a Nevada
corporation  (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 10 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

                                       10