Exhibit 10.1

                SIXTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     This  Amendment,  dated as of  March 9,  2001,  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 and, as amended
by that certain Fifth Amendment to Credit and Security  Agreement dated November
8, 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)
               $6,500,000.00, 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

                                       1
<PAGE>
               October 1 of each year  through  February  28 of each  subsequent
               year,   provided   however,   during  the  year  2001  only,  the
               $3,500,000.00  figure shall be effective  through and until April
               1,  2001 at which  point it shall  be  automatically  reduced  to
               $2,500,000.00, plus

               (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,  provided however,  during the year 2001
               only the  $3,500,000.00  figure  shall be  effective  through and
               until  April  1,  2001 at which  point it shall be  automatically
               reduced to $2,500,000.00, 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 Borrower's 2001 fiscal year, an overadvance
               in the amount not to exceed $500,000.00 (the "Overadvance Limit),
               which  Overadvance  Limit  shall  be  automatically   reduced  to
               $400,000.00  on April 1, 2001, to  $200,000.00 on May 1, 2001 and
               to $0.00 on June 1, 2001. No Overadvance Limit shall exist at any
               time from June 1, 2001 through October 31, 2001. In addition,  if
               but only if Lender, in its sole and absolute  discretion,  elects
               to make Revolving  Advances under the  Overadvance  Limit, in any
               given year subsequent to Borrower's 2001 fiscal year,  commencing
               on November 1 of each year, an  overadvance  in the amount not to
               exceed  $500,000.00 (the "Overadvance  Limit),  which Overadvance
               Limit shall be automatically reduced to $400,000.00 on March 1 of
               the immediately  following year, to $300,000.00 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) Effective  March 1, 2001, the definition of "Capital  Expenditures
Floating  Rate"  contained  in Section  1.1 of the Credit  Agreement  was hereby
deleted and replaced as follows:

               "Capital  Expenditures  Floating Rate" means an annual rate equal
               to the sum of the  Prime  Rate  plus one and  one-quarter  of one

                                       2
<PAGE>
               percent  (1.25%).  The Capital  Expenditures  Floating Rate shall
               automatically  be reduced  to an annual  rate equal to the sum of
               the Prime Rate plus  one-quarter  of one  percent  (0.25%) on the
               first day of the first full month following  Lender's  receipt of
               Borrower's   2001  fiscal  year  audited   financial   statements
               complying  with  Section  6.1(a)  below,  if but only if (i) said
               financial  statements indicate that the Borrower and the Covenant
               Entities  have  achieved  a Net Income  for the  Borrower's  2001
               fiscal  year of not less than  $250,000.00,  (ii) said  financial
               statements  indicate that the Borrower and the Covenant  Entities
               increased their aggregate Net Worth during Borrower's 2001 fiscal
               year by not less than $250,000.00,  and (iii) there is not a then
               existing Event of Default or Default Period.  If but only if said
               reduction  is  not  achieved  as  provided  above,   the  Capital
               Expenditures Floating Rate shall automatically be adjusted on the
               first day of the first full month following  Lender's  receipt of
               Borrower's  audited financial  statements  complying with Section
               6.1(a) below in any year  subsequent  to  Borrower's  2001 fiscal
               year,  to an annual  rate equal to the sum of the Prime Rate plus
               one-quarter  of one  percent  (0.25%)  in the event that (i) said
               financial  statements indicate that the Borrower and the Covenant
               Entities  have  achieved a Net Income for any such fiscal year of
               not  less  than  $600,000.00,   (ii)  said  financial  statements
               indicate  that the Borrower and the Covenant  Entities  increased
               their aggregate Net Worth during any such fiscal year by not less
               than $600,000.00, and (iii) there is not a then existing Event of
               Default or Default Period. The Capital Expenditures Floating Rate
               shall change when and as the Prime Rate changes.

          (c) The definition of "Default  Rate"  contained in Section 1.1 of the
Credit Agreement is deleted and replaced as follows:

               "Default  Rate" means an annual  rate equal to two  percent  (2%)
               over the Revolving  Floating  Rate,  the Term Floating  Rate, the
               Capital  Expenditures  Floating Rate and the Overadvance Floating
               Rate,  which rate shall change when and as the Term Floating Rate
               changes.

          (d) The definition of "Maturity  Date" contained in Section 1.1 of the
Credit Agreement is hereby deleted and
replaced as follows:

          "Maturity Date" means September 30, 2004.

          (e) The figure "$5,000,000.00" contained in the definition of "Maximum
Line"  contained in Section 1.1 of the Credit  Agreement  is hereby  deleted and
replaced with the figure "$6,500,000.00".

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

                                       3
<PAGE>
               "Overadvance Floating Rate" means an annual rate equal to the sum
               of the Prime Rate plus three and one-quarter percent (3.25%). The
               Overadvance  Floating Rate shall  automatically  be reduced to an
               annual  rate  equal  to the sum of the  Prime  Rate  plus two and
               one-quarter  percent  (2.25%)  on the first day of the first full
               month following  Lender's  receipt of Borrower's 2001 fiscal year
               audited financial statements complying with Section 6.1(a) below,
               if but only if (i) said  financial  statements  indicate that the
               Borrower and the Covenant Entities have achieved a Net Income for
               the  Borrower's  2001 fiscal  year of not less than  $250,000.00,
               (ii) said financial statements indicate that the Borrower and the
               Covenant  Entities  increased  their  aggregate  Net Worth during
               Borrower's  2001  fiscal year by not less than  $250,000.00,  and
               (iii)  there is not a then  existing  Event of Default or Default
               Period. If but only if said reduction is not achieved as provided
               above,  the  Overadvance  Floating  Rate shall  automatically  be
               adjusted  on the  first  day of the first  full  month  following
               Lender's  receipt  of  Borrower's  audited  financial  statements
               complying  with Section  6.1(a) below in any year  subsequent  to
               Borrower's  2001 fiscal year,  to an annual rate equal to the sum
               of the Prime Rate plus two and one-quarter percent (2.25%) in the
               event  that  (i)  said  financial  statements  indicate  that the
               Borrower and the Covenant Entities have achieved a Net Income for
               any such  fiscal  year of not less  than  $600,000.00,  (ii) said
               financial  statements indicate that the Borrower and the Covenant
               Entities  increased  their  aggregate  Net Worth  during any such
               fiscal year by not less than $600,000.00,  and (iii) there is not
               a  then  existing  Event  of  Default  or  Default  Period.   The
               Overadvance Floating Rate shall change when and as the Prime Rate
               changes.

          (g) Effective  March 1, 2001,  the  definition of "Revolving  Floating
Rate"  contained in Section 1.1 of the Credit  Agreement was hereby  deleted and
replaced as follows:

               "Revolving  Floating  Rate" means an annual rate equal to the sum
               of the  Prime  Rate  plus  one  and  one-quarter  of one  percent
               (1.25%).  The  Revolving  Floating  Rate shall  automatically  be
               reduced to an annual rate equal to the sum of the Prime Rate plus
               one-quarter of one percent  (0.25%) on the first day of the first
               full month following  Lender's  receipt of Borrower's 2001 fiscal
               year audited financial  statements  complying with Section 6.1(a)
               below, if but only if (i) said financial statements indicate that
               the Borrower and the Covenant Entities have achieved a Net Income
               for the Borrower's 2001 fiscal year of not less than $250,000.00,
               (ii) said financial statements indicate that the Borrower and the
               Covenant  Entities  increased  their  aggregate  Net Worth during
               Borrower's  2001  fiscal year by not less than  $250,000.00,  and
               (iii)  there is not a then  existing  Event of Default or Default
               Period. If but only if said reduction is not achieved as provided

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<PAGE>
               above,  the  Revolving  Floating  Rate  shall   automatically  be
               adjusted  on the  first  day of the first  full  month  following
               Lender's  receipt  of  Borrower's  audited  financial  statements
               complying  with Section  6.1(a) below in any year  subsequent  to
               Borrower's  2001 fiscal year,  to an annual rate equal to the sum
               of the Prime Rate plus  one-quarter of one percent (0.25%) in the
               event  that  (i)  said  financial  statements  indicate  that the
               Borrower and the Covenant Entities have achieved a Net Income for
               any such  fiscal  year of not less  than  $600,000.00,  (ii) said
               financial  statements indicate that the Borrower and the Covenant
               Entities  increased  their  aggregate  Net Worth  during any such
               fiscal year by not less than $600,000.00,  and (iii) there is not
               a then existing Event of Default or Default Period. The Revolving
               Floating Rate shall change when and as the Prime Rate changes.

          (h) Effective  March 1, 2001,  the  definition of "Term Floating Rate"
contained in Section 1.1 of the Credit Agreement was hereby deleted and replaced
as follows:

               "Term Floating Rate" means an annual rate equal to the sum of the
               Prime Rate plus one and  three-quarters  of one percent  (1.75%).
               The Term  Floating  Rate  shall  automatically  be  reduced to an
               annual   rate   equal  to  the  sum  of  the   Prime   Rate  plus
               three-quarters  of one  percent  (0.75%)  on the first day of the
               first full month  following  Lender's  receipt of Borrower's 2001
               fiscal year audited financial  statements  complying with Section
               6.1(a)  below,  if but  only  if (i)  said  financial  statements
               indicate  that  the  Borrower  and  the  Covenant  Entities  have
               achieved a Net Income for the Borrower's  2001 fiscal year of not
               less than $250,000.00,  (ii) said financial  statements  indicate
               that the  Borrower  and the  Covenant  Entities  increased  their
               aggregate  Net Worth  during  Borrower's  2001 fiscal year by not
               less than  $250,000.00,  and (iii)  there is not a then  existing
               Event of Default or Default Period. If but only if said reduction
               is not achieved as provided  above,  the Term Floating Rate shall
               automatically  be  adjusted  on the first  day of the first  full
               month following  Lender's receipt of Borrower's audited financial
               statements  complying  with  Section  6.1(a)  below  in any  year
               subsequent  to  Borrower's  2001 fiscal  year,  to an annual rate
               equal to the sum of the  Prime  Rate plus  three-quarters  of one
               percent  (0.75%) in the event that (i) said financial  statements
               indicate  that  the  Borrower  and  the  Covenant  Entities  have
               achieved a Net Income for any such  fiscal  year of not less than
               $600,000.00,  (ii) said  financial  statements  indicate that the
               Borrower and the Covenant Entities  increased their aggregate Net
               Worth  during any such fiscal year by not less than  $600,000.00,
               and  (iii)  there  is not a then  existing  Event of  Default  or
               Default  Period.  The Term Floating Rate shall change when and as
               the Prime Rate changes.

                                       5
<PAGE>
          (i)  Section  2.6(a) of the Credit  Agreement  is hereby  deleted  and
replaced as follows:

               (a) The Lender agrees, on the terms and subject to the conditions
          herein set forth, to make a  non-revolving  advance to the Borrower in
          the amount of  $2,811,000.00  (the "Term  Advance").  Borrower  hereby
          acknowledges  that as of  March  1,  2001,  $2,007,000.00  of the Term
          Advance was currently outstanding.

          (j) Section  2.7.1(a) of the Credit  Agreement  is hereby  deleted and
replaced as follows:

               (a) Beginning on April 1, 2001 and on the first day of each month
          thereafter, in equal monthly installments of $46,850.00.

          (k)  Section  2.8(a) of the Credit  Agreement  is hereby  deleted  and
replaced as follows:

               (a)  REVOLVING  NOTE.  Except  as set forth in  Sections  2.8(d),
          2.8(f) and 2.8(g),  the outstanding  principal  balance  (exclusive of
          that  portion  of  the  Revolving   Advances  which   constitutes  the
          Overadvance  Limit) of the  Revolving  Note shall bear interest at the
          Revolving  Floating  Rate.  Except  as set forth in  Sections  2.8(d),
          2.8(f) and 2.8(g),  the outstanding  principal balance of that portion
          of the Revolving  Advances which  constitutes  the  Overadvance  Limit
          shall bear interest at the Overadvance Floating Rate.

          (l)  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(a),"Unused   Amount"   means  the  Maximum  Line  reduced  by  (1)
          outstanding  Revolving  Advances and (2) the L/C Amount.  The Borrower
          agrees to pay to the Lender an unused line fee at the rate of one-half
          of one percent  (0.5%) per annum on the average  daily  Unused  Amount
          from the date of this Agreement to and including the Termination Date,
          due and  payable  monthly in arrears on the first day of the month and
          on the Termination Date.

          (m)  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

                                       6
<PAGE>
          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 four times per annum.  Lender shall
          send  to   Borrower  an  invoice   applicable   to  such  audit  fees,
          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).

          (n) 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, 2001, (ii) two percent (2%) if
               the termination or reduction  occurs after September 30, 2001 but
               on or before September 1, 2002, and (iii) one percent (1%) if the
               termination or reduction occurs after September 30, 2002.

               (b) PREPAYMENT FEES. If the Term Note or the Capital Expenditures
               Note are  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,  2001;  (ii) two
               percent (2%) if prepayment occurs after September 30, 2001 but on
               or before  September  30,  2002;  and (iii) one  percent  (1%) if
               prepayment occurs after September 30, 2002.

          (o)  Section  6.12 of the  Credit  Agreement  is  hereby  deleted  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 May 31, 2001,  maintain a consolidated  average
          minimum debt service  coverage  ratio (based upon the period set forth
          below) as follows:

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<PAGE>
     Quarter Ending           Debt Service Coverage Ratio
     --------------           ---------------------------

     May 31, 2001             1.0 to 1 based upon the immediately preceding
                              three month period, and excluding all payments
                              made on or Subordinated Indebtedness owed to the
                              Johnston Family Charitable Remainder Unitrust
                              No. 3

     August 31, 2001 and      1.0 to 1 based upon the immediately preceding
     each August 31           three month period
     thereafter

     November 30, 2001 and    .75 to 1 based upon the immediately preceding six
     each November 30         month period
     thereafter

     February 28, 2002 and    .75 to 1 based upon the immediately preceding nine
     each February 28         month period
     thereafter

     May 31, 2002 and each    1.05 to 1 based upon the immediately preceding
     May 31 thereafter        twelve month period

          (p)  Section  6.13 of the  Credit  Agreement  is  hereby  deleted  and
replaced as follows:

     Section 6.13 NET WORTH. The Borrower covenants that as of May 31, 2000, the
     aggregate  consolidated Net Worth of FMM, FMS and the Covenant Entities was
     $14,411,226.36. The Borrower covenants that said aggregate consolidated Net
     Worth as of the end of each future fiscal quarter end shall increase by not
     less than (or in the event a  decrease  is  allowed,  decrease  by not more
     than)  the  amounts  set  forth  below as  measured  from  the  immediately
     preceding fiscal year ending aggregate consolidated Net Worth.

     Quarter Ending           Net Worth Increase (Decrease)
     --------------           -----------------------------

     February 28, 2001        ($1,200,000.00)

     May 31, 2001             ($200,000.00)

     August 31, 2001 and
     each August 31
     thereafter               $0.00

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<PAGE>
     November 30, 2001 and
     each November 30
     thereafter               ($300,000.00)

     February 28, 2002 and
     each February 28
     thereafter               ($100,000.00)

     May 31, 2002 and each
     May 31 thereafter        $600,000.00

          (q)  Section  6.14 of the Credit  Agreement  is hereby  deleted in its
entirety and replaced as follows:

     Section  6.14 NET INCOME.  The  Borrower  covenants  that FMM,  FMS and the
     Covenant Entities shall achieve an aggregate  consolidated Net Income of at
     least (or, in the event a Net Loss is allowed for such  fiscal  quarter,  a
     Net Loss of not more  than)  the  amount  set forth  below for each  fiscal
     quarter as measured from the immediately preceding fiscal year end.

     Quarter Ending           Net Income (Loss)
     --------------           -----------------

     February 28, 2001        ($1,200,000.00)

     May 31, 2001             ($200,000.00)

     August 31, 2001 and
     each August 31
     thereafter               $0.00

     November 30, 2001 and
     each November 30
     thereafter               ($300,000.00)

     February 28, 2002 and
     each February 28
     thereafter               ($100,000.00)

     May 31, 2002 and each
     May 31 thereafter        $600,000.00

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

     Section 6.15 MONTHLY NET  INCOME/NET  LOSS.  The  Borrower  covenants  that
     beginning with January 1, 2001,  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 allowed for such
     month,  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.

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<PAGE>
     Month                                              Net Income/(Net Loss)
     -----                                              ---------------------

     January, 2001                                      $0.00

     February, 2001                                     $50,000.00

     March, 2001                                        $100,000.00

     April, 2001                                        $150,000.00

     May, 2001                                          $150,000.00

     June of each year                                  $0.00

     July of each year                                  $0.00

     August of each year                                ($300,000.00)

     September of each year                             ($150,000.00)

     October of each year                               ($200,000.00)

     November of each year                              ($100,000.00)

     December of each year                              ($350,000.00)

     January, 2002 and each January thereafter          ($50,000.00)

     February, 2002 and each February thereafter        $0.00

     March, 2002 and each March thereafter              $0.00

     April, 2002 and each April thereafter              $0.00

     May, 2002 and each May thereafter                  $0.00

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

     CAPITAL EXPENDITURES.  FMM, FMS and the Covenant Entities will not incur or
     contract to incur  Capital  Expenditures  in the aggregate of more than (i)
     $1,250,000.00  during  Borrower's 2001 fiscal year, and (ii)  $1,500,000.00
     during any fiscal year thereafter.  In addition,  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 (i)  $800,000.00  during
     Borrower's  2001 fiscal year, and (ii)  $900,000.00  during any fiscal year
     thereafter.  In addition, FMM, FMS and the Covenant Entities will not incur
     or contract to incur Capital  Expenditures  in excess of $500,000.00 in any
     one transaction  without the prior approval of Lender which approval can be
     granted or withheld in Lender's sole discretion.

                                       10
<PAGE>
     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. THE DEFAULTS.  The Borrower is in default of the following provisions of
the Credit Agreement (collectively, the "Current Defaults"):

          (a) The  Borrower  has failed to achieve  the  required  Debt  Service
Coverage Ratio for the quarter  ending  November 30, 2000 as required by Section
6.12 of the Credit Agreement.

          (b) The Borrower and the Covenant  Entities have failed to achieve the
Net Worth for the quarter  ending  November 30, 2000 as required by Section 6.13
of the Credit Agreement.

          (c) The Borrower and the Covenant  Entities have failed to achieve the
Net Income for the quarter ending  November 30, 2000 as required by Section 6.14
of the Credit Agreement.

          (d) The Borrower and the Covenant  Entities  have exceeded the maximum
allowable Net Loss for the month of November,  2000 as set forth in Section 6.15
of the Credit Agreement.

          The Borrower  acknowledges that as a result of the Current Defaults, a
Default Period exists and the Default Rate was  implemented on November 1, 2000.
The Borrower further  acknowledges as of the date hereof,  the amounts owed as a
result  of the  implementation  of the  Default  Rate  have not been  paid  (the
"Default  Interest").  Upon the terms and subject to the conditions set forth in
this Amendment, the Lender hereby waives the Current Defaults. This waiver shall
be effective  only in this  specific  instance and for the specific  purpose for
which it is given,  and this waiver  shall not entitle the Borrower to any other
or further waiver in any similar or other  circumstances.  The Borrower  further
agrees that  notwithstanding the above waiver, the Obligations shall continue to
bear interest at the Default Rate.  The Borrower  shall pay one-half of the past
due Default  Interest  (which  equals  $22,826.38)  upon the  execution  of this
Amendment. The Borrower shall pay one-half of the Default Interest going forward
monthly as required by the Credit Agreement. The second one-half of the past due
Default   Interest  and  one-half  of  the  Default   Interest   going   forward
(collectively the "Accrued Default Interest") shall continue to accrue and shall
be due and  payable on the  earlier of (i) the first day of the first full month
after Lender's receipt of Borrower's audited financial statements for Borrower's
2001  fiscal  year  complying  with the terms of  Section  6.1(a) of the  Credit
Agreement  (the  "2001  Financials")  which  indicate  that there is an event of
default  existing  under the Credit  Agreement,  or (ii) the date after the date
hereof upon which any Event of Default occurs under the Credit Agreement. In the
event the Accrued Default Interest becomes due and payable, the Current Defaults
and the Default Period associated  therewith,  shall automatically be reinstated
retroactively to November 1, 2000. Notwithstanding the above, if but only if the
Accrued Default Interest has not previously  become due and payable and the 2001
Financial Statements indicate that the Borrower is in compliance with all of the
provisions  of the Credit  Agreement,  the Lender shall waive the payment of the
Accrued Default Interest and the Obligations shall cease to bear interest at the
Default Rate.

                                       11
<PAGE>
     5. ORIGINATION FEE. The Borrower shall pay the Lender as of the date hereof
a fully earned,  non-refundable  origination  fee in the amount of $11,195.00 in
consideration of the Lender's execution of this Amendment.

     6. 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  replacement  revolving  note  substantially  in the  form of
Exhibit A 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
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, the Replacement Note 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.

          (e) Payment of the fee described in Paragraph 5.

          (f) Payment of the Default Interest as described in Paragraph 4(d).

          (g) Such other matters as the Lender may require.

     7.  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  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.

                                       12
<PAGE>
          (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 bylaws 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.  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  6 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 Revolving Note.

     9. NO OTHER WAIVER.  Except as  specifically  set forth in Section 4 above,
the execution of this Amendment and acceptance of the  Replacement  Note 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.

     10. 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.

     11. PAYMENTS ON THE  SUBORDINATED  DEBT.  Notwithstanding  anything in that
certain  Subordination  Agreement  dated  December  7, 2000 (the  "Subordination
Agreement")  to the  contrary,  the  Borrower  agrees  that it shall  only  make
payments  on  the  Subordinated  Indebtedness  in  strict  accordance  with  the
following:

                                       13
<PAGE>
          (a) Payments may only be made on the following dates (or, in the event
any such date falls on a weekend or holiday,  the next  business day) in amounts
not to exceed the following amounts:

               (i)  On the date hereof, $100,000.00;

               (ii) On March 31, 2001, $200,000.00;

              (iii) On April 30, 2001, $200,000.00; and

               (iv) On  May  31,   2001,   the   balance  of  the   Subordinated
                    Indebtedness.

          (b) The amount of any payment  may not exceed the amount  equal to the
aggregate  Availability  under the Credit  Agreement and the RG Credit Agreement
minus Accounts more than 30 days past respective due date minus $500,000.00.

          (c)  With  respect  to the May 31,  2001  payment  only,  the  average
aggregate  excess  Availability  under the  Credit  Agreement  and the RG Credit
Agreement for the 60 days  immediately  preceding said payment was not less than
$1,000,000.00, and

          (d) no  Event  of  Default  or  Default  Period  has  occurred  and is
continuing  or will  occur  as a result  of or  immediately  following  any such
payment.

     Any payments received by the Subordinated  Creditor which are not permitted
hereby shall be handled in strict accordance with Section 5 of the Subordination
Agreement.  Nothing  contained  herein shall limit the Borrower from issuing its
shares of Common Stock to the Subordinated Creditor in accordance with the terms
of the Subordinated Indebtedness.

     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 5 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.

                                       14
<PAGE>
     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

                                       15
<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., (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/ Kevin Neill
                                           -------------------------------------
                                        Its Chief Financial Officer

                                       16
<PAGE>
                     ACKNOWLEDGMENT OF SUBORDINATED CREDITOR

     The undersigned has executed and delivered to Wells Fargo Business  Credit,
Inc., a Minnesota corporation  ("Lender"),  a Subordination Agreement applicable
to amounts owed to the undersigned by the Borrower,  Royal Grip,  Inc., a Nevada
corporation, and Royal Grip Headwear Company, a Nevada corporation. The Borrower
has  requested  that the Lender  enter into this Sixth  Amendment  to Credit and
Security  Agreement.  The  Lender  has  agreed  to do so if,  but only  if,  the
undersigned delivered to the Lender this acknowledgment.

     Accordingly,  as an  inducement  to the Lender to entering  into this Sixth
Amendment,  the undersigned  acknowledges that its Debt Subordination  Agreement
remains in full force and effect.

     The undersigned specifically consent to the provisions of Section 11 of the
Amendment.

     The Debt Subordination Agreement is in all respects ratified, confirmed and
approved.

     Dated March 9, 2001.

                                          THE JOHNSTON FAMILY CHARITABLE
                                          REMAINDER UNITRUST NO. 3



Witness: /s/ Thomas A. Schneider          By /s/ Richard P. Johnston, as Trustee
         -----------------------             -----------------------------------

                                       17
<PAGE>
                                    EXHIBIT A

                        SECOND REPLACEMENT REVOLVING NOTE

$6,500,000.00                                                   Phoenix, Arizona

                                                              ____________, 2001

     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 SIX MILLION FIVE HUNDRED THOUSAND and N0/100 Dollars  ($6,500,000.00)  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  Replacement
Revolving Note in the amount of  $5,000,000.00,  made by the undersigned,  which
Replacement  Revolving Note was executed pursuant to the Credit  Agreement.  The
indebtedness  evidenced by said  Replacement  Revolving Note is not extinguished
hereby.

                                       18
<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
                                              ----------------------------------

                                       20