Exhibit 10.34

                            AMENDMENT, ASSIGNMENT AND
                          ASSUMPTION OF LEASE AGREEMENT

     THIS  AMENDMENT,  ASSIGNMENT AND ASSUMPTION OF LEASE (the  "AGREEMENT")  is
made  this  27th  day of  April,  2001,  by  BELL  SPORTS,  INC.,  a  California
corporation  ("ASSIGNOR"),  ROYAL GRIP, INC., a Nevada corporation ("ASSIGNEE"),
and HOWARD LAKE RANCH, L.L.C., an Arizona limited liability company ("Lessor").

                                    RECITALS

     A.  Assignor  presently  leases from Lessor  property  consisting of 12,315
square  feet of floor area in a building  (the  "BUILDING")  located at 15170 N.
Hayden Road,  Scottsdale,  Arizona (which  address is  incorrectly  noted on the
Lease as 15255 N. 78th Way, Scottsdale,  Arizona) and depicted on the floor plan
on EXHIBIT A to this  Assignment  (the  "PREMISES"),  pursuant  to that  certain
Building Lease,  dated March 25, 1996 between Outback Land L.C., as landlord and
Assignor, as tenant (the "LEASE"). Pursuant to that certain Assignment of Leases
dated July 5, 1996,  Outback  Land L.C.  assigned  its  interest in the Lease to
Larry Gordon, an individual.  Larry Gordon subsequently assigned his interest as
landlord under the Lease to Lessor.

     B. Assignor has  subleased  8,058  rentable  square feet of the Building to
Assignee pursuant to a Sublease  Agreement dated August 1, 1997 (the "Royal Grip
Sublease").

     C. Assignor has  subleased  1,120  rentable  square feet of the Building to
Gabel Investments,  Inc. pursuant to a letter agreement dated July 16, 1997 (the
"Gabel Sublease").

     D. The parties  agree to amend the Lease and Assignor  desires to assign to
Assignee and Assignee desires to acquire all of Assignor's interest as lessee in
and to the Lease and the Premises on the terms and  conditions set forth in this
Agreement.

     FOR VALUABLE CONSIDERATION, it is agreed as follows:

     1. ASSIGNMENT. The parties acknowledge that (i) the Royal Grip Sublease and
Gabel  Sublease  will both expire on May 31, 2001,  and (ii) the initial term of
the Lease will expire on May 31, 2001,  provided  that the Lease will be renewed
as described in Section 3 below.  Effective June 1, 2001 (the "Effective Date"),
Assignor  hereby  grants,  conveys,  and assigns to Assignee,  all of Assignor's
right,  title,  and  interest  in and to the  Lease  and the  Premises,  subject
however, to the provisions of the Lease.

     2.  ASSUMPTION.  Commencing on the Effective Date,  Assignee hereby assumes
all of Assignor's  responsibilities,  liabilities,  and obligations set forth in
the Lease,  and agrees to perform and observe all of  Assignor's  covenants  and
conditions contained in the Lease.

     3. RENEWAL OF THE LEASE.  Assignor  and Assignee  hereby elect to renew the
Lease  pursuant  to  Section 3 of  Exhibit  F-Addendum  to the Lease for one (1)
additional  three (3) year period  commencing on the Effective Date at a monthly
rental  rate of  $22,351.73  plus  applicable  rental tax.  Operating  Costs (as
defined in the Lease)  shall be adjusted to reflect a 2001 base year  comparison
(the "BASE  COSTS")  and  Assignee  shall pay to Lessor as  additional  rent its
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proportionate  share  of any  increase(s)  (subject  to a  maximum  10%  cap) in
operating costs above the 2001 base year for all subsequent years. Lessor hereby
agrees to notify  Assignee in writing of the Base Costs upon  conclusion  of the
2001 calendar year.

     4.  LESSOR'S  CONSENT.  Lessor  hereby  consents  to (i) the  terms of this
Assignment,  (ii) Assignee  subleasing to Assignor 1,322 rentable square feet of
space within the Building, depicted on the floor plan attached hereto as EXHIBIT
B ("Floor  Plan"),  and (iii) Assignee  subleasing to Gabel  Investments,  Inc.,
1,120  rentable  square feet of space within the Building,  also depicted on the
Floor Plan.

     5. RELEASE OF ASSIGNOR'S  OBLIGATIONS.  Commencing  on the Effective  Date,
Lessor hereby  releases  Assignor from all of Assignor's  obligations  under the
Lease,  including  Assignor's liability to pay rent under the Lease in the event
of a default by Assignee or otherwise.

     6.  REPRESENTATIONS  AND WARRANTIES OF LESSOR.  Lessor is the sole owner of
the  Premises  and the sole  lessor  under the  Lease,  and has not  encumbered,
pledged, assigned,  transferred or hypothecated its interest in the Lease in any
manner;  Assignor's  interest in the Lease is not subject to the interest of any
third person or anyone else, except as provided in this Agreement,  and no third
party consent is necessary to effectuate this Agreement.

     7.  REPRESENTATIONS  AND  WARRANTIES  OF  ASSIGNOR.   Assignor  represents,
warrants, and covenants to Assignee as follows:

          (a) With  respect to the Lease,  Assignor is the sole lessee under the
     Lease,  and  accordingly,  is the sole  owner and  holder  of the  lessee's
     interest  thereunder and of the leasehold estate;  lessee's interest in the
     Lease  and  leasehold  estate  are  not  encumbered,   pledged,   assigned,
     transferred or  hypothecated in any manner  whatsoever,  nor subject to the
     interest of any third person or anyone else other than the sublessees under
     the Royal Grip Sublease and the Gabel Sublease.

          (b) The Lease is in full force and effect as of the date hereof; there
     are no actions,  suits,  proceedings or claims  pending or threatened  with
     respect to or in any manner  affecting the Lease or the Premises,  nor does
     Assignor know of any facts or circumstances which could reasonably form the
     basis for any such actions, suits, claims or proceedings; all rent payments
     due  under the Lease  have  been  paid in full as of the date  hereof,  and
     Assignor has fulfilled all other  obligations  and made all other  payments
     due  thereunder;  Assignor  is not in default  under any  provision  of the
     Lease, and no other default  presently exists under the terms of the Lease;
     no event has  occurred  which,  with the  passage of time or action,  would
     result in a default under the Lease.

          (c) Assignor shall indemnify,  defend and hold Assignee  harmless for,
     from and against any and all actions,  suits,  proceedings and claims,  and
     all costs and expenses incurred in connection  therewith (including without
     limitation  reasonable  attorney's  fees),  arising from or relating to the
     Lease,  and which  occurred  or are alleged to have  occurred  prior to the
     Effective Date.
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          (d) Assignor shall perform all  obligations  and make all payments due
     under the Lease from now until the Effective Date.  Lessor agrees to notify
     Assignee of any default by Assignor prior to the Effective Date.

     8.  APPOINTMENT.   Assignor  hereby  irrevocably  appoints  Assignee,   its
successors  and assigns,  as the attorney and agent of Assignor,  in  Assignor's
name and stead, to enforce the provisions of the Lease.

     9. BINDING EFFECT. This Assignment shall inure to the benefit of, and shall
be binding upon, the parties hereto and their respective successors and assigns.

     10. CHOICE OF LAW. This  Assignment  shall be construed in accordance  with
the laws of the State of Arizona.

     11.  ATTORNEYS'  FEES.  Should  either party  institute any legal action or
proceeding to enforce the provisions of this  Assignment,  the prevailing  party
shall be entitled to recover its reasonable  attorneys'  fees and costs incurred
in connection with the exercise of its rights and remedies  hereunder as well as
court costs and expert witness fees as the court shall determine.

     12.  COUNTERPARTS.  This  Assignment  may  be  executed  in any  number  of
counterparts,  each  of  which  shall  be an  original  but all of  which  shall
constitute one and the same instrument.

                                     BELL SPORTS, INC., a California corporation

                                     By: /s/ Lori A. Sherwood
                                         ---------------------------------------
                                     Name: Lori A. Sherwood
                                           -------------------------------------
                                     Its: Vice President Finance
                                          --------------------------------------
                                                                      "Assignor"


                                     ROYAL GRIP, INC., a Nevada corporation

                                     By: /s/ Thomas A. Schneider
                                         ---------------------------------------
                                     Name: Thomas A. Schneider
                                          --------------------------------------
                                     Its: PRESIDENT
                                          --------------------------------------
                                                                      "Assignee"


                                     HOWARD LAKE RANCH, L.L.C., an Arizona
                                     limited liability company

                                     By: /s/ Bruno Salamone
                                         ---------------------------------------
                                     Name: Bruno Salamone
                                           -------------------------------------
                                     Its: Managing Member
                                          --------------------------------------
                                                                        "Lessor"
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                                    EXHIBIT A

                                [Leased Premises]




<PAGE>
                                    EXHIBIT B

                                  [Floor Plan]