Exhibit 10.35


               SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     This  Amendment,  dated  as of May 30,  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 and as amended  by that  certain  Sixth  Amendment  to Credit and  Security
Agreement  dated  March  9,  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 "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
<PAGE>
                    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)  $2,500,000.00  from March 1 through  September 30 of
                    each  year and  $3,500,000.00  from  October  1 of each year
                    through February 28 of each subsequent year, plus

               (D)  If but only if Lender, in its sole and absolute  discretion,
                    elects to make 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"),  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,
                    minus

               (E)  $35,000.00, which amount shall be automatically increased by
                    $6,000.00  on June 1, 2001 and by $6,000.00 on the first day
                    of each month thereafter until either the payment in full to
                    the Lender of the Accrued Default  Interest or the waiver of
                    said payment on the Trigger Date (defined below) as a result
                    of none of the Interest Rate Criteria (defined below) having
                    occurred.  Upon the payment in full of the  Accrued  Default
                    Interest  to  the  Lender  or the  waiver  of  said  payment
                    requirement,  said amount shall  automatically be reduced to
                    $0.00.

          (b) In the event that  Borrower's  2001 fiscal year audited  financial
statements  complying with Section 6.1(a) indicate that (i) the Borrower and the
Covenant  Entities  achieved an aggregate Net Loss in excess of $200,000.00  for
the 2001 fiscal  year (ii) the  Borrower  and the  Covenant  Entities  aggregate
consolidated Net Worth decreased by more than $200,000.00 during the 2001 fiscal
year,  or (iii) the  Borrower  was in  default  of any  provision  of the Credit
Agreement  (collectively the "Interest Rate Increase Criteria"),  then effective
on the first day of the first full month  following the earlier of (i) that date
which  Borrower  is required  to deliver to Lender  Borrower's  2001 fiscal year
audited financial statements pursuant to Section 6.1(a) or (ii) Lender's receipt
of  Borrower's  2001 fiscal year  audited  financial  statements  (the  "Trigger
Date"), the definitions of "Capital  Expenditures  Floating Rate",  "Overadvance
Rate",  "Revolving  Floating Rate" and Term Floating Rate"  contained in Section
1.1 of the Credit Agreement shall be deleted and replaced as follows:

                                       2
<PAGE>
     "Capital  Expenditures Floating Rate" means an annual rate equal to the sum
     of the Prime Rate plus two and  one-quarter  of one  percent  (2.25%).  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  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 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 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.

     "Overadvance  Floating  Rate"  means an annual rate equal to the sum of the
     Prime  Rate  plus  four  and  one-quarter  of  one  percent  (4.25%).   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 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 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

                                       3
<PAGE>
     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 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.

     "Revolving  Floating  Rate"  means an annual  rate  equal to the sum of the
     Prime Rate plus two and one-quarter of one percent  (2.25%).  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 (.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 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 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.

     "Term  Floating  Rate"  means an annual  rate equal to the sum of the Prime
     Rate plus two and three-quarters of one percent (2.75%).  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 (.75%) 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 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 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.

     In the event that none of the Interest Rate Increase  Criteria occurs,  the
definitions  of "Capital  Expenditures  Floating  Rate",  "Overadvance  Floating
Rate", Revolving Floating Rate" and "Term Floating Rate" shall remain as defined
in the Sixth Amendment to the Credit Agreement.

          (c)  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)
--------------                                     -----------------------------
May 31, 2001                                               $(650,000.00)
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

                                       5
<PAGE>
          (d)  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)
--------------                                           -----------------
May 31, 2001                                               $(650,000.00)
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

          (e)  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.

                                       6
<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                                              $ 100,000.00
     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

     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 INVENTORY  APPRAISAL.  The  Borrower,  at its sole cost and expense,
shall cause its  Inventory  to be appraised  by an  Inventory  appraiser  who is
satisfactory to the Lender (the  "Appraisal").  The Appraisal shall be completed
and delivered to the Lender on or before July 31, 2001.  Any failure on the part
of the  Borrower  to  strictly  comply  with the  terms of this  Section 4 shall
constitute an Event of Default under the Credit Agreement.

     5. ORIGINATION FEE/ACCRUED DEFAULT INTEREST.

          (a) The  Borrower  shall pay the Lender as of the date  hereof a fully
earned, non-refundable amendment fee in the amount of $2,500.00 in consideration
of the Lender's execution of this Amendment.

                                       7
<PAGE>
          (b) In the event that any one of the Interest  Rate  Criteria  occurs,
the Borrower  shall pay the Lender,  on the Trigger  Date,  all Accrued  Default
Interest  (which is continuing to accrue),  as defined in the Sixth Amendment to
the Credit  Agreement,  which is unpaid as of the  Trigger  Date.  The  Borrower
acknowledges  that as of April 30, 2001, the amount of Accrued Default  Interest
was  $35,763.01.  In the event that none of the Interest Rate Increase  Criteria
occurs, the Lender shall waive the payment of the Accrued Default Interest.

     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 Acknowledgment and Agreement of Guarantor set forth at the end
of this Amendment, duly executed by the Guarantor.

          (b) A Certificate  of the  Secretary of the Borrower  certifying as to
(i) the  resolutions  of the board of directors of the  Borrower  approving  the
execution and delivery of this Amendment,  (ii) the fact that the certificate of
incorporation and bylaws of the Borrower,  which were certified and delivered to
the Lender pursuant to the Certificate of Authority of the Borrower's  secretary
or  assistant  secretary  dated as of  October  9, 1998 in  connection  with the
execution and delivery of the Credit Agreement continue in full force and effect
and have not been  amended  or  otherwise  modified  except  as set forth in the
Certificate to be delivered,  and (iii)  certifying that the officers and agents
of the  Borrower  who  have  been  certified  to  the  Lender,  pursuant  to the
Certificate  of Authority  of the  Borrower's  secretary or assistant  secretary
dated as of November 10, 1999, as being  authorized to sign and to act on behalf
of the  Borrower  continue  to be so  authorized  or  setting  forth the  sample
signatures  of each of the  officers and agents of the  Borrower  authorized  to
execute and deliver  this  Amendment  and all other  documents,  agreements  and
certificates on behalf of the Borrower.

          (c) 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.

          (d) Payment of the amendment fee described in Paragraph 5.

          (e) 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 to perform all of its  obligations  hereunder,  and this Amendment
has been duly executed and delivered by the Borrower and  constitutes the legal,
valid and binding obligation of the Borrower, enforceable in accordance with its
terms.

          (b) The  execution,  delivery and  performance by the Borrower of this
Amendment has been duly  authorized by all necessary  corporate  action and does
not (i) require  any  authorization,  consent or  approval  by any  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign,  (ii) violate any  provision of any law,  rule or  regulation or of any
order, writ,  injunction or decree presently in effect,  having applicability to
the Borrower,  or the certificate of incorporation or 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.

                                       8
<PAGE>
          (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.

     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.

     9. NO WAIVER.  The execution of this  Amendment  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 (i) that
certain  Subordination  Agreement  dated  December  7, 2000 (the  "Subordination
Agreement"),  or  (ii)  the  Sixth  Amendment  to the  Credit  Agreement  to the
contrary,  the  Borrower  agrees  that  it  shall  only  make  payments  on  the
Subordinated Indebtedness in strict accordance with the following:

          (a) A payment may only be made on May 31, 2001.

          (b) The  amount of the  payment  may not  exceed the lesser of (i) 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 or (ii) $500,000.00 plus accrued interest.

                                       9
<PAGE>
          (c)  The  average  aggregate  excess  Availability  under  the  Credit
Agreement and the RG Credit Agreement for the 60 days immediately  preceding May
31, 2001 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.

     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,  the fee
required under paragraph 5 hereof and the Accrued Default  Interest which is due
and payable 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.

     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/ Thomas A. Schneider
                                     -------------------------------------
                                     Its President


                                  FM PRECISION GOLF SALES CORP.,
                                  a Delaware corporation


                                  By /s/ Thomas A. Schneider
                                     -------------------------------------
                                     Its President

                                       10
<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/ Thomas A. Schneider
                                     -------------------------------------
                                     Its President

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