Exhibit 10.1

                          FIFTH AMENDMENT TO CREDIT AND
                               SECURITY AGREEMENT

     This  Amendment,  dated as of November  8, 2000,  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
(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, as
amended by that certain Second Amendment to Credit and Security  Agreement dated
November 10,  1999,  as amended by that  certain  Third  Amendment to Credit and
Security  Agreement  dated March 24,  2000,  as amended by that  certain  Fourth
Amendment to Credit and Security  Agreement dated August 3, 2000  (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 "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:

                    (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, plus

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                    (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,
                    plus

                    (D)  If  but  only  if  Lender,  in its  sole  and  absolute
                    discretion,  elects  to make  Revolving  Advances  under the
                    Overadvance Limit, as hereafter defined,  in any given year,
                    commencing on November 1 of each year, an overadvance in the
                    amount not to exceed  $600,000.00 (the "Overadvance  Limit),
                    which  Overadvance  Limit shall be automatically  reduced to
                    $500,000.00 on March 1 of the immediately following year, to
                    $400,000.00 on April 1 of the immediately following year, to
                    $200,000.00 on May 1 of the  immediately  following year and
                    to $0.00 on June 1 of the  immediately  following  year.  No
                    Overadvance  Limit  shall  exist  at any  time  from  June 1
                    through October 31 in any year.

          (b) There is hereby added to Section 1.1 of the Credit Agreement a new
definition for "Capital Expenditures Floating Rate" which provides as follows:

     "Capital  Expenditures  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.

          (c) Section  2.6.2(a) of the Credit  Agreement  is hereby  deleted and
replaced as follows:

     Section 2.6.2 CAPITAL EXPENDITURES ADVANCE.

               (a) The Lender agrees, on the terms and subject to the conditions
          herein set forth  (including  without  limitation  Section 4.2 and 4.3
          below),  to make a non-revolving  advance (to be disbursed in not more
          than two (2) disbursements) to the Borrower in the amount equal to the
          lesser of (i)  $400,000.00;  or (ii) the Lendable  Cost,  as hereafter
          defined (the "Capital Expenditures Advance").

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          (d) Section  2.7.2(a) of the Credit  Agreement  is hereby  deleted and
replaced as follows:

     Section  2.7.2  PAYMENT  OF  CAPITAL  EXPENDITURES  NOTE.  The  outstanding
     principal balance of the Capital Expenditures Note shall be due and payable
     as follows:

               (a)  Beginning on the earlier of (1) May 31, 2001 or (2) the last
          day  of  the  first  full  month   following  the  final   operational
          installation  of  the  Cap/Ex  Equipment,  as  hereafter  defined,  at
          Borrower Premises located in Torrington,  Conn. and on the last day of
          each  month  thereafter  in equal  monthly  installments  in an amount
          sufficient to fully amortize the Capital  Expenditures Advance over an
          assumed term of 60 months;

               (b) On the Termination  Date, the entire unpaid principal balance
          of the Capital  Expenditures  Note,  and all unpaid  interest  accrued
          thereon, shall in any event be due and payable.

          (e)  Subsection  (b) of Section 2.8 of the Credit  Agreement is hereby
deleted and replaced as follows:

     (b) TERM NOTE.  Except as set forth in Sections 2.8(d),  2.8(f) and 2.8(g),
     the outstanding  principal  balance of the Term Note shall bear interest at
     the Term Floating Rate.

          (f) There is hereby added a new  Subsection  (h) to Section 2.8 of the
Credit Agreement which provides as follows:

     (h) CAPITAL  EXPENDITURES  NOTE.  Except as set forth in  Sections  2.8(d),
     2.8(f)  and  2.8(g),  the  outstanding  principal  balance  of the  Capital
     Expenditures Note shall bear interest at the Capital Expenditures  Floating
     Rate.  Said  interest  shall begin to accrue upon the  disbursement  of any
     portion of the Capital Expenditures Advance.

          (g)  Subsection  (d) of Section 2.9 of the Credit  Agreement is hereby
deleted and replaced as follows:

     (d) AUDIT FEES.  The Borrower  hereby agrees to pay the Lender,  on demand,
     audit  fees of  $75.00  per hour (or  Lender's  then  applicable  rate) per
     auditor in connection  with any audits or  inspections by the Lender of any
     collateral or the operations or business of the Borrower, together with all
     actual  out-of-pocket  costs and expenses  incurred in conducting  any such
     audit or inspection (collectively,  "Out-of-Pockets").  So long as there is
     not any then existing Event of Default or Default  Period,  such audit fees
     shall not exceed $5,000.00 per audit plus all applicable Out-of-Pockets and
     audits shall be performed not more  frequently  than three times per annum.
     Lender  shall send to  Borrower an invoice  applicable  to such audit fees,

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     out-of-pocket costs and expenses,  provided, however, any failure of Lender
     to send such invoices shall not relieve  Borrower of its obligations  under
     this Section 2.9(d).

          (h) There is hereby added new  subsections  (e) and (f) to Section 2.9
of the Credit Agreement which provides as follows:

     (e)  OVERADVANCE  FEE.  The  Borrower  agrees  to pay the  Lender an annual
     Overadvance  Fee in the amount of  $3,000.00.  Such annual fee shall be due
     and payable on the first day of each year that any  Revolving  Advances are
     made under the Overadvance  Limit. No such  Overadvance Fee shall be due in
     any year during which no Revolving  Advances are made under the Overadvance
     Limit.

     (f) CAPITAL  EXPENDITURES  ADVANCE  ORIGINATION FEE. The Borrower agrees to
     pay the  Lender an  origination  fee of  $750.00  in  consideration  of the
     Lender's agreement to make the Capital Expenditures Advance. Such fee shall
     be due and  payable  upon the  disbursement  of any  portion of the Capital
     Expenditures Advance.

          (i) Section 4.3 to the Credit Agreement is hereby deleted and replaced
as follows:

     Section  4.3   CONDITIONS   PRECEDENT  TO   DISBURSEMENT   OF  THE  CAPITAL
     EXPENDITURES  ADVANCE.  The  obligation of the Lender to make either of the
     two disbursements of the Capital  Expenditures  Advance shall be subject to
     the further conditions precedent:

               (a) Each request for a  disbursement  of the Capital  Expenditure
          Advance  is made  on or  before  the  earlier  of May 31,  2001 or the
          Termination Date;

               (b)  Lender's  prior  review and  approval  of the  documentation
          supporting   the   Borrower's   Capital   Expenditures   (the  "Cap/Ex
          Equipment"),  including  but not  limited  to  invoices  and  shipping
          documents,  and Lender's  determination (i) that such purchase is made
          by Borrower in an arms-length transaction with a reputable dealer, and
          (ii) that such  purchase is for an item  approved by the Lender in its
          sole discretion;

               (c) The amount of the  disbursement  is less than or equal to 80%
          of the  invoice  cost  of  Cap/Ex  Equipment,  exclusive  of  cost  of
          installation,  set-up costs,  taxes,  shipping and other  non-purchase
          price costs (the "Lendable Cost");

               (d)  Lender  shall  have  a  first  priority  perfected  security
          interest in all of the Cap/Ex Equipment; and

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               (e) The  Cap/Ex  Equipment  shall be  finally  and  operationally
          installed at the Borrower's Premises located in Torrington, Conn.

     3. 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.

     4. CONDITIONS PRECEDENT.  This Amendment 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 certificate 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) Such other matters as the Lender may require.

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

          (a) The Borrower has all requisite 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 certificate 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.

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          (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.

     6.  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.

     7. NO WAIVER.  The execution of this  Amendment  and  acceptance of and 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.

     8. RELEASE.  The Borrower,  and the 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 such  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.

     9. 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.

     10.  MISCELLANEOUS.  This Amendment and the Acknowledgment and Agreement of
Guarantors 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.

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     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 Assistant Vice President



                                        FM PRECISION GOLF MANUFACTURING CORP.,
                                        a Delaware corporation


                                        By /s/ Kevin Neill
                                           -------------------------------------
                                        Its Chief Financial Officer



                                        FM PRECISION GOLF SALES CORP.,
                                        a Delaware corporation


                                        By /s/ Kevin Neill
                                           -------------------------------------
                                        Its Chief Financial Officer

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                    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  8 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/ Kevin Neill
                                           -------------------------------------
                                        Its Chief Financial Officer

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