Exhibit 10.1


    EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS

     This  Amendment,  dated as of November 13, 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, as amended by
that certain Fifth Amendment to Credit and Security  Agreement dated November 8,
2000,  as  amended  by that  certain  Sixth  Amendment  to Credit  and  Security
Agreement dated March 9, 2001, and as amended by that certain Seventh  Amendment
to Credit and Security Agreement dated May 30, 2001  (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  "Collateral"  contained in Section 1.1 of the
Credit Agreement is hereby deleted and replaced as follows:

     "Collateral" means all of the Borrower's  Accounts,  chattel paper, deposit
     accounts,  documents,  Equipment, General Intangibles,  goods, instruments,
     Inventory, Investment Property, letter-of-credit rights, letters of credit,
     all  sums on  deposit  in any  Collateral  Account,  and any  items  in any
     Lockbox;  together  with (i) all  substitutions  and  replacements  for and
     products  of any of the  foregoing;  (ii)  in the  case of all  goods,  all
     accessions;  (iii)  all  accessories,  attachments,  parts,  equipment  and
     repairs now or hereafter  attached or affixed to or used in connection with
     any goods; (iv) all warehouse receipts, bills of lading and other documents
<PAGE>
     of title now or hereafter  covering such goods; (v) all collateral  subject
     to the Lien of any Security  Document;  (vi) any money,  or other assets of
     the Borrower that now or hereafter come into the  possession,  custody,  or
     control of the Lender;  (vii) all sums on deposit in the  Special  Account;
     and (viii) proceeds of any and all of the foregoing.

          (b) 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 $3,000,000.00  from
               October 1 of each year  through  February  28 of each  subsequent
               year, plus

               (C) the lesser of (x) 50% of Eligible Raw Materials Inventory, or
               (y) $500,000.00, plus

               (D) on November  1, 2001 an  overadvance  (the "2001  Overadvance
               Limit")  in an amount  not to exceed  $400,000.00  (which  amount
               shall be  increased  to  $500,000.00  upon  receipt  of  evidence
               satisfactory   to  Lender  that  the  entire   $1,250,000.00   in
               Subordinated  Indebtedness  from the Johnston  Family  Charitable
               Foundation  has been  received  by the  Borrower).  In each  year
               thereafter,  if but only if  Lender,  in its  sole  and  absolute
               discretion, elects to make overadvance Revolving Advances, in any
               given  fiscal  year,  commencing  on November 1 of each year,  an
               overadvance  in  the  amount  not  to  exceed   $500,000.00  (the
               "Overadvance   Limit").  The  2001  Overadvance  Limit  and  each
               Overadvance  Limit thereafter  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

                                        2
<PAGE>
               $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.

          (c) Romanette (xv) of the definition of "Eligible  Accounts" contained
in  Section  1.1 of the Credit  Agreement  is hereby  deleted  and  replaced  as
follows:

     (xv) Accounts owed by Marubeni,  regardless of whether otherwise  eligible,
     in excess of (1) 75% of total Accounts  through and until May 30, 2002, and
     (2) 50% of total Accounts from and after May 30, 2002.

          (d)  The   definitions   of  "Capital   Expenditures   Floating  Rate,
"Overadvance Floating Rate",  "Revolving Floating Rate" and "Term Floating Rate"
contained in Section 1.1 of the Credit Agreement are hereby deleted and replaced
as follows:

     "Capital  Expenditures Floating Rate" means an annual rate equal to the sum
     of the Prime Rate plus three and  one-quarter of one percent  (3.25%).  The
     Capital  Expenditures  Floating Rate shall  automatically  be reduced to an
     annual rate equal to the sum of the Prime Rate plus two and  one-quarter of
     one  percent  (2.25%) on the first day of the first  full  month  following
     Lender's   receipt  of  Borrower's  2002  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 Loss  (exclusive  of  goodwill  impairment,  non-cash
     increase  in  the  valuation  allowance  on  deferred  income  tax  assets,
     amortization of non-cash expenses  associated with the issuance of warrants
     to the Johnston Family Charitable  Foundation on October 26, 2001, non-cash
     expenses  resulting from the conversion of  subordinated  debt (owed to the
     Johnston Family  Charitable  Foundation  arising  pursuant to an instrument
     dated October 26, 2001), to equity,  expenses  resulting from modifications
     to "in the  money"  options  held  by  employees  who  lost  their  jobs in
     connection with the corporate  restructuring approved on September 25, 2001
     (collectively the "Fiscal Year 2002 Non-Cash Expenses")) for the Borrower's
     2002  fiscal  year  of not  more  than  $600,000.00,  (ii)  said  financial
     statements  indicate that the Borrower and the Covenant Entities  decreased
     their aggregate Net Worth (exclusive of Fiscal Year 2002 Non-Cash Expenses)
     during Borrower's 2002 fiscal year by not more than $600,000.00,  and (iii)
     there is not a then existing Event of Default or Default  Period,  provided
     however,  notwithstanding the above, 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 2002 fiscal year

                                       3
<PAGE>
     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 2002 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 Borrower's 2002 fiscal year by not less than $600,000.00,  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  2002 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  (exclusive of  amortization
     (not to  exceed  $300,000.00)  of  non-cash  expenses  associated  with the
     issuance  of warrants  to the  Johnston  Family  Charitable  Foundation  on
     October 26, 2001 (the  "Non-Cash  Warrant  Expenses"))  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 (exclusive of the Non-Cash  Warrant  Expenses) 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.

     "Overadvance  Floating  Rate"  means an annual rate equal to the sum of the
     Prime  Rate  plus  five  and  one-quarter  of  one  percent  (5.25%).   The
     Overadvance  Floating Rate shall automatically be reduced to an annual rate
     equal to the sum of the Prime Rate plus four and one-quarter of one percent
     (4.25%) on the first day of the first full month following Lender's receipt
     of Borrower's 2002 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 Loss
     (exclusive  of the Fiscal Year 2002 Non-Cash  Expenses) for the  Borrower's
     2002  fiscal  year  of not  more  than  $600,000.00,  (ii)  said  financial
     statements  indicate that the Borrower and the Covenant Entities  decreased
     their  aggregate  Net Worth  (exclusive  of the Fiscal  Year 2002  Non-Cash
     Expenses) during  Borrower's 2002 fiscal year by not more than $600,000.00,
     and (iii) there is not a then existing Event of Default or Default  Period,
     provided however,  notwithstanding the above, 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 of one percent (2.25%) on the first day
     of the first full month  following  Lender's  receipt  of  Borrower's  2002

                                       4
<PAGE>
     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  2002  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  Borrower's 2002 fiscal year by
     not less than $600,000.00,  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  2002 fiscal year, to an
     annual rate equal to the sum of the Prime Rate plus two and  one-quarter of
     one  percent  (2.25%)  in the  event  that  (i) said  financial  statements
     indicate  that the Borrower and the Covenant  Entities  have achieved a Net
     Income  (exclusive  of the Non-Cash  Warrant  Expenses) 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 (exclusive of the Non-Cash  Warrant  Expenses) 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.

     "Revolving  Floating  Rate"  means an annual  rate  equal to the sum of the
     Prime Rate plus three and one-quarter of one percent (3.25%). The Revolving
     Floating Rate shall automatically be reduced to an annual rate equal to the
     sum of the Prime Rate plus two and  one-quarter  of one percent  (2.25%) on
     the  first  day of the first  full  month  following  Lender's  receipt  of
     Borrower's  2002 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 Loss
     (exclusive  of the Fiscal Year 2002 Non-Cash  Expenses) for the  Borrower's
     2002  fiscal  year  of not  more  than  $600,000.00,  (ii)  said  financial
     statements  indicate that the Borrower and the Covenant Entities  decreased
     their  aggregate  Net Worth  (exclusive  of the Fiscal  Year 2002  Non-Cash
     Expenses) during  Borrower's 2002 fiscal year by not more than $600,000.00,
     and (iii) there is not a then existing Event of Default or Default  Period,
     provided however,  notwithstanding  the above, 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 2002 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

                                       5
<PAGE>
     Covenant Entities have achieved a Net Income for the Borrower's 2002 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 Borrower's 2002 fiscal year by not less than $600,000.00,  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 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  2002  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  (exclusive  of the Non-Cash  Warrant
     Expenses) 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  (exclusive  of the Non-Cash  Warrant
     Expenses)  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.

     "Term  Floating  Rate"  means an annual  rate equal to the sum of the Prime
     Rate  plus  three  and  three-quarters  of one  percent  (3.75%).  The Term
     Floating Rate shall automatically be reduced to an annual rate equal to the
     sum of the Prime Rate plus two and three-quarters of one percent (2.75%) on
     the  first  day of the first  full  month  following  Lender's  receipt  of
     Borrower's  2002 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 Loss
     (exclusive  of the Fiscal Year 2002 Non-Cash  Expenses) for the  Borrower's
     2002  fiscal  year  of not  more  than  $600,000.00,  (ii)  said  financial
     statements  indicate that the Borrower and the Covenant Entities  decreased
     their  aggregate  Net Worth  (exclusive  of the Fiscal  Year 2002  Non-Cash
     Expenses) during  Borrower's 2002 fiscal year by not more than $600,000.00,
     and (iii) there is not a then existing Event of Default or Default  Period,
     provided however,  notwithstanding  the above, 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 2002 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 2002 fiscal
     year of not less than $600,000.00,  (ii) said financial statements indicate

                                       6
<PAGE>
     that the Borrower and the Covenant  Entities  increased their aggregate Net
     Worth during Borrower's 2002 fiscal year by not less than $600,000.00,  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  2002  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  (exclusive  of the Non-Cash  Warrant
     Expenses) 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  (exclusive  of the Non-Cash  Warrant
     Expenses)  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.

          (e) Section 1.2 of the Credit Agreement is amended to read as follows:

     "Section 1.2 OTHER DEFINITIONAL  TERMS; RULES OF INTERPRETATION.  The words
     "hereof", "herein" and "hereunder" and words of similar import when used in
     this  Agreement  shall  refer to this  Agreement  as a whole and not to any
     particular provision of this Agreement.  All accounting terms not otherwise
     defined herein have the meanings  assigned to them in accordance with GAAP.
     All terms  defined in the UCC and not  otherwise  defined  herein  have the
     meanings  assigned to them in the UCC.  References  to Articles,  Sections,
     subsections,  Exhibits,  Schedules and the like, are to Articles,  Sections
     and  subsections  of, or Exhibits or Schedules  attached to, this Agreement
     unless otherwise  expressly provided.  The words "include",  "includes" and
     "including"  shall  be  deemed  to  be  followed  by  the  phrase  "without
     limitation".  Unless the  context in which used  herein  otherwise  clearly
     requires,  "or"  has  the  inclusive  meaning  represented  by  the  phrase
     "and/or".  Defined terms  include in the singular  number the plural and in
     the plural number the singular.  Reference to any agreement  (including the
     Loan Documents),  document or instrument means such agreement,  document or
     instrument  as  amended  or  modified  and in  effect  from time to time in
     accordance  with the terms thereof (and, if applicable,  in accordance with
     the terms  hereof and the other Loan  Documents),  except  where  otherwise
     explicitly  provided,  and  reference to any  promissory  note includes any
     promissory note which is an extension or renewal thereof or a substitute or
     replacement  therefor.  Reference  to any  law,  rule,  regulation,  order,

                                       7
<PAGE>
     decree, requirement,  policy, guideline,  directive or interpretation means
     as amended, modified, codified, replaced or reenacted, in whole or in part,
     and in effect on the  determination  date,  including rules and regulations
     promulgated thereunder."

          (f)  Section  3.6 of the  Credit  Agreement  is  amended by adding the
following new sentence before the first sentence of that Section:

     The  Borrower  authorizes  the  Lender  to file  from  time  to time  where
     permitted by law, such financing statements against collateral described as
     "all personal  property" as the Lender deems necessary or useful to perfect
     the Security Interest.

          (g)  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 August 31, 2002,  maintain a  consolidated  average  minimum debt
     service coverage ratio (based upon the period set forth below) as follows:

     QUARTER ENDING               DEBT SERVICE COVERAGE RATIO
     --------------               ---------------------------
     August 31, 2002 and each     1.0 to 1 based upon the immediately preceding
     August 31 thereafter         three month period

     November 30, 2002 and
     each November 30             .75 to 1 based upon the immediately preceding
     thereafter                   six month period

     February 28, 2003 and
     each February 28             .75 to 1 based upon the immediately preceding
     thereafter                   nine month period

     May 31, 2003 and each        1.05 to 1 based upon the immediately preceding
     May 31 thereafter            twelve month period

          (h)  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, 2001, the
     aggregate  consolidated Net Worth of FMM, FMS and the Covenant Entities was
     $13,841,589.69. 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.

                                       8
<PAGE>
                                                                  NET WORTH
     QUARTER ENDING                                          INCREASE (DECREASE)
     --------------                                          -------------------
     November 30, 2001                                         ($2,300,000.00)
     February 28, 2002                                         ($2,100,000.00)
     May 31, 2002                                              ($1,050,000.00)
     August 31, 2002 and each August 31 thereafter             $0.00
     November 30, 2002 and each November 30 thereafter         ($300,000.00)
     February 28, 2003 and each February 28 thereafter         ($100,000.00)
     May 31, 2003 and each May 31 thereafter                   $600,000.00

     For purposes of  calculating  the above  covenants for the quarters  ending
     November 30, 2001, February 28, 2002 and May 31, 2002 only, the calculation
     of the Net Worth  Decrease  shall  exclude  the Fiscal  Year 2002  Non-Cash
     Expenses.  For purposes of calculating the above covenants for the quarters
     in the  Borrower's  2003 fiscal year only,  the Net Worth  Increase and Net
     Worth Decrease, as applicable, shall exclude the Non-Cash Warrant Expenses.

          (i)  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.

                                       9
<PAGE>
     QUARTER ENDING                                            NET INCOME (LOSS)
     --------------                                            -----------------
     November 30, 2001                                         ($2,300,000.00)
     February 28, 2002                                         ($2,100,000.00)
     May 31, 2002                                              ($1,050,000.00)
     August 31, 2002 and each August 31 thereafter             $0.00
     November 30, 2002 and each November 30 thereafter         ($300,000.00)
     February 28, 2003 and each February 28 thereafter         ($100,000.00)
     May 31, 2003 and each  May 31 thereafter                  $600,000.00

     For purposes of  calculating  the above  covenants for the quarters  ending
     November 30, 2001, February 28, 2002 and May 31, 2002 only, the calculation
     of the Net Loss shall exclude the Fiscal Year 2002 Non-Cash  Expenses.  For
     purposes  of  calculating  the  above  covenants  for the  quarters  in the
     Borrower's  2003  fiscal  year  only,  the  Net  Income  and Net  Loss,  as
     applicable, shall exclude the Non-Cash Warrant Expenses.

          (j)  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 September 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.

     MONTH                                                 NET INCOME/(NET LOSS)
     -----                                                 ---------------------
     September, 2001                                       ($375,000.00)
     October, 2001                                         ($400,000.00)
     November, 2001                                        ($1,250,000.00)
     December, 2001                                        ($450,000.00)
     January, 2002                                         ($50,000.00)
     February, 2002                                        $50,000.00
     March, 2002                                           $200,000.00
     April, 2002                                           $200,000.00
     May, 2002                                             $200,000.00
     June of 2002 and each June thereafter                 $0.00

                                       10
<PAGE>
     MONTH                                                 NET INCOME/(NET LOSS)
     -----                                                 ---------------------
     July of 2002 and each July thereafter                 $0.00
     August of 2002 and each August thereafter             ($300,000.00)
     September of 2002 and each September thereafter       ($150,000.00)
     October of 2002 and each October thereafter           ($200,000.00)
     November of 2002 and each November thereafter         ($100,000.00)
     December of 2002 and each December thereafter         ($350,000.00)
     January, 2003 and each January thereafter             ($50,000.00)
     February, 2003 and each February thereafter           $0.00
     March, 2003 and each March thereafter                 $0.00
     April, 2003 and each April thereafter                 $0.00
     May, 2003 and each May thereafter                     $0.00

     For purposes of calculating  the above covenants for the months through and
     until May 31, 2002 only, the  calculation of the Net Income/Net  Loss shall
     exclude the Fiscal Year 2002 Non-Cash Expenses. For purposes of calculating
     the  above  covenants  for  the  months  of  June  through  October  in the
     Borrower's  2003 fiscal year only,  the  calculation  of the Net Income/Net
     Loss shall exclude the Non-Cash Warrant Expenses.

          (k)  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
     $750,000.00 during the fiscal year. 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.

                                       11
<PAGE>
          (l) There is hereby added a new Section 8.1(u) to the Credit Agreement
which provides as follows:

     "(u)  Failure  on  the  part  of  the  Borrower  to  cause  not  less  than
     $1,250,000.00  in Subordinated  Indebtedness to be received by the Borrower
     from the Johnston  Family  Charitable  Foundation on or before December 31,
     2001."

     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 EQUIPMENT  APPRAISAL.  The  Borrower,  at its sole cost and expense,
shall cause its Equipment to be appraised by Steve Feldmann (the "Appraisal").

     5.  WAIVER  OF  DEFAULTS.  The  Borrower  is in  default  of the  following
provisions of the Credit Agreement (collectively, the "Existing Defaults"):

          (a) The Borrower and the Covenant  Entities have failed to achieve the
required Debt Service  Coverage  Ratio for the quarter ending August 31, 2001 in
violation of Section 6.12 of the Credit Agreement.

          (b) The Borrower and the Covenant Entities have exceeded the permitted
Net Worth  Decrease  for the  quarter  ending  August 31, 2001 in  violation  of
Section 6.13 of the Credit Agreement.

          (c) The Borrower and the Covenant  Entities have failed to achieve the
required  Net Income for the  quarter  ending  August 31, 2001 in  violation  of
Section 6.14 of the Credit Agreement.

          (d) The Borrower and the Covenant Entities have exceeded the permitted
Net Loss for the month  ending  August 31, 2001 in  violation of Section 6.15 of
the Credit Agreement.

Upon the terms and subject to the  conditions set forth in this  Amendment,  the
Lender hereby waives the Existing 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.

     6. AMENDMENT FEE. The Borrower shall pay the Lender as of the date hereof a
fully earned, non-refundable fee in the amount of $25,000.00 in consideration of
the Lender's execution and delivery of this Amendment.

     7.  CONDITIONS  PRECEDENT.  This  Amendment,  and the  waiver  set forth in
Paragraph 5 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  Subordination  Agreement  properly  executed on behalf of the
Borrower, the Covenant Entities and the Johnston Family Charitable Foundation.

                                       12
<PAGE>
          (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 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 as to the officers and agents
of the  Borrower  who have been  authorized  to sign and to act on behalf of the
Borrower  and setting  forth the sample  signatures  of each of the officers and
agents of the Borrower  authorized to execute and deliver this Amendment and all
other documents, agreements and certificates on behalf of the Borrower.

          (d) An opinion of the  Borrower's  counsel as to the matters set forth
in  Paragraphs 8 (a) and 8(b) hereof and as to such other  matters as the Lender
shall require.

          (e) Payment of the fee described in Paragraph 6.

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

     8.  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 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 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.

          (c) Except with  respect to (i) the receipt by Borrower of a Notice of
Violation  dated  October 24, 2000 from the State of  Connecticut  Department of
Environmental  Protection and (ii) the inclusion of the Torrington,  Connecticut
Premises on the Comprehensive Environmental Response, Compensation and Liability
Information  System,  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.

                                       13
<PAGE>
     9.  REFERENCES.  All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby;  and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby.

     10.  NO OTHER  WAIVER.  Except  as set forth in  Paragraph  5  hereof,  the
execution of this Amendment and acceptance of any documents related hereto shall
not be deemed to be a waiver of any Default,  Event of Default or Default Period
under the  Credit  Agreement  or breach,  default or event of default  under any
Security Document or other document held by the Lender,  whether or not known to
the Lender and whether or not existing on the date of this Amendment.

     11. RELEASE. The Borrower,  and 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.

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

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

                                       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.,
                                        a Minnesota corporation


                                        By /s/ Clifton Moschnik
                                           -------------------------------------
                                           Its 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 11 of the Amendment)  and execution  thereof;
(iii)  reaffirms  its  obligations  to the Lender  pursuant  to the terms of its
Guaranty;  and (iv)  acknowledges  that the Lender may amend,  restate,  extend,
renew or otherwise modify the Credit Agreement and any indebtedness or agreement
of the  Borrower,  or enter into any  agreement  or extend  additional  or other
credit  accommodations,  without  notifying  or  obtaining  the  consent  of the
undersigned  and without  impairing the liability of the  undersigned  under the
Guaranty  for all of the  Borrowers'  present  and  future  indebtedness  to the
Lender.

                                        ROYAL PRECISION, INC.,
                                        a Delaware corporation


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

                                       16