Exhibit 10.3

     THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY
       JOHNSTON FAMILY CHARITABLE REMAINDER UNITRUST #3 IN FAVOR OF WELLS
            FARGO BUSINESS CREDIT, INC. DATED AS OF December 7, 2000.

                                 AMENDMENT NO. 1

THIS AMENDMENT NO. 1 (the  "Amendment") is made and entered into as of March 16,
2001, by and between JOHNSTON FAMILY CHARITABLE  REMAINDER  UNITRUST #3, a trust
created under a trust agreement dated October 15, 1998 (the "Lender"), and ROYAL
PRECISION,   INC.  (the  "Borrower")  to  that  certain  REVOLVING  SUBORDINATED
PROMISSORY NOTE, dated December 7, 2000 (the "Note").

                                    RECITALS

WHEREAS,  the  parties  have  determined  to  modify  the  Note  in  the  manner
hereinafter set forth.

NOW THEREFORE, the parties hereby agree as follows:

Section 1. AMENDMENTS.

     1.1. Section 1.2 is hereby amended in its entirety to read as follows:

     1.2.  INTEREST.  The Borrower  shall pay  interest on the unpaid  principal
balance  of all Loans at a rate per annum  equal to 13%.  All  interest  payable
under this Note or otherwise payable hereunder shall be computed on the basis of
the  actual  number of days  elapsed  over a year of 365 days.  Interest  on the
unpaid  principal  balance of each Loan shall be  payable on January  30,  2001,
monthly thereafter at the end of each calendar month and at the repayment of the
unpaid  principal  balance of such Loan.  Notwithstanding  the provisions of the
first sentence,  if the unpaid principal  balance has not been repaid in full by
May 31, 2001, all unpaid principal shall bear interest at a rate per annum equal
to 17% from February 1, 2001 until paid in full.

     1.2. Section 6.1 is hereby amended to read as follows:

          6.1.  ACCELERATION.  If an  Event  of  Default  exists,  the
          outstanding unpaid principal balance of this Note,  together
          with all  interest  accrued  thereon  and any  unpaid  fees,
          expenses or other amounts due to the Lender under this Note,
          is  immediately  due and payable at the  Lender's  election,
          without presentment,  demand, protest or notice of any kind,
          all of which are hereby waived.  Until the Lender makes such
          election,  interest  shall  continue  to  accrue  until  the
          earlier of (a) the  Lender's  demand for  payment,  in which
          event the principal  and interest  shall be due and payable,
<PAGE>
          or (b) three days after  approval of this  Agreement  by the
          stockholders  of the  Borrower as outlined in Section  10.10
          hereof ("Stockholder  Approval"),  in which event the Lender
          has to either elect to convert or demand payment.

     1.3. Section 6.3 is hereby amended to read as follows:

          6.3.  OPTION.  If all Loans are not paid in full,  including
          all  interest  due  thereon,  by the End of the  Credit,  or
          earlier  if there is an Event of  Default,  then the  Lender
          shall have the option (the  "Option")  to convert all or any
          part of the unpaid Loans and interest thereon into shares of
          Common Stock of the Borrower  (the  "Shares") at the rate of
          one Share for each $1.00 of unpaid  principal  and  interest
          thereon as of the End of the Credit (the "Exercise  Price").
          Until Stockholder Approval, the Lender shall only be able to
          exercise  the Option  for an amount  not to exceed  $25,000.
          After Stockholder  Approval,  there shall be no restrictions
          on the exercise of the Option.  Exercise of the Option shall
          be  considered  payment by the  Borrower and thus reduce any
          outstanding  balance  owed by the  Borrower by the amount of
          Shares received by the Lender.

     1.4. Section 10.10 is hereby inserted to read as follows:

          10.10. STOCKHOLDER APPROVAL. Unless this Note has been fully
          paid  pursuant  to its terms  prior  thereto,  the  Borrower
          agrees to solicit stockholder  approval for this Note at the
          Borrower's  annual  meeting,  or at such earlier time as the
          Lender  may  request,   but  in  all  events  a  meeting  of
          stockholders  of the  Borrower  must  occur  on or  prior to
          September  30, 2001 for the  purpose of voting on  approving
          this Note.  In the event the Lender  requests a  stockholder
          meeting prior to the Borrower's  annual meeting,  the Lender
          shall provide notice of such request to the Borrower and the
          Borrower  shall,  at its sole  cost and  expense,  take such
          action as may be necessary to cause a special meeting of the
          stockholders  of the  Borrower  to be held within 45 days of
          receipt of such request, or as soon as practical thereafter,
          to vote on approving this Note.

Section 2. CONTINUING VALIDITY.  Except as amended herein, the provisions of the
Note shall remain unchanged and in full force and effect.  All references to the
Note hereafter shall be deemed to mean and refer to the Note, as amended by this
Amendment.

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IN WITNESS  WHEREOF,  the parties have  executed  this  Amendment as of the date
first above written.

                                        ROYAL PRECISION, INC.


                                        By: /s/ Kevin L. Neill
                                           -------------------------------------
                                           Name: Kevin L. Neill
                                           Title: Chief Financial Officer


                                        JOHNSTON FAMILY CHARITABLE
                                        REMAINDER UNITRUST #3


                                        By: /s/ Richard P. Johnston
                                           -------------------------------------
                                           Name: Richard P. Johnston
                                           Title: Trustee

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