*Indicates that confidential
                                                    portion has been omitted and
                                                       filed separately with the
                                              Securities and Exchange Commission


                       MANUFACTURING AND SUPPLY AGREEMENT

         THIS MANUFACTURING AND SUPPLY AGREEMENT (the "Agreement") is made as of
the 21st day of December, 1996 (the "Effective Date") by and between ROYAL GRIP,
INC., a Nevada corporation ("Purchaser"), having its principal executive offices
at 444 West Geneva,  Tempe, Arizona 85282, and ACUSHNET RUBBER COMPANY,  INC., a
Massachusetts corporation, ("Vendor"), having its principal executive offices at
744 Belleville Avenue, New Bedford, Massachusetts 02742-6916.

                                    RECITALS

         A. Under this  Agreement  Vendor will become the exclusive  supplier of
non-cord  golf grips  ("Grips") to Purchaser  and it is intended will become the
exclusive supplier of cord grips to Purchaser.

         B. Vendor is willing to supply  Grips to  Purchaser  and  Purchaser  is
willing to purchase Grips from Vendor upon the terms and conditions  hereinafter
set forth.

         C. As of the date hereof, Purchaser and Vendor are also entering into a
capital lease  agreement (the "Lease  Agreement")  pursuant to which Vendor will
lease from Purchaser manufacturing equipment useful in producing Grips.

         D. This  Agreement  and the Lease  Agreement  have been  negotiated  by
Purchaser  and  Vendor at arm's  length  and in good  faith for the  purpose  of
achieving the parties' commercial expectations.

         NOW, THEREFORE, in consideration of the covenants and mutual agreements
set  forth  herein  and in the  Lease  Agreement  and  other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
in reliance  upon the  representations  and  warranties  contained  herein,  the
parties agree as follows:

                                    ARTICLE I
                          SUPPLY AND PURCHASE OF GRIPS

1.1 Supply and Purchase of Grips.

         (a) During the term hereof,  Purchaser shall purchase Grips from Vendor
and Vendor  shall  sell  Grips to  Purchaser  in  accordance  with the terms and
conditions  contained herein.  The Grips will be resold as products of Purchaser
and will not, without Purchaser's and Vendor's written consent, bear the name of
or any logo or trademark of Vendor.

         (b) Subject to the terms  hereof,  Purchaser  hereby agrees to purchase
from Vendor 100% of its requirements of Grips during the term of this Agreement.
<PAGE>
                                                 * Confidential portion has been
                                                    omitted and filed separately
                                                             with the Commission

         (c) Subject to the terms hereof, and except as set forth in Section 6.5
hereof,  Vendor hereby  agrees to sell 100% of the Grips it produces  during the
term of this Agreement to Purchaser.

         (d) The  parties  hereby  acknowledge  and agree  that  there will be a
transition  period  during which  production of Grips will be  transferred  from
Purchaser to Vendor.  During this  period,  Purchaser  will  continue to produce
Grips.

                                   ARTICLE II
                         FORECASTS; ORDERS; AND SHIPMENT

2.1 1997  Purchase  Obligations.  Subject to Section  7.3(d)  hereof,  Purchaser
hereby  agrees to  purchase  Grips  from  Vendor in each  calendar  year of this
Agreement  at the  annualized  rate of [ * ] per year from the  beginning of the
first full month in which Vendor achieves full production. Vendor estimates that
it will achieve full  production by February 1, 1997 and commits to achieve full
production levels no later than February 15, 1997. By way of example,  if Vendor
achieves  full  production by February 1, 1997,  Purchaser  will be obligated to
purchase 11/12 x [ * ] Grips, or [ * ] Grips in 1997 (plus any Grips produced by
and purchased from Vendor in January 1997). Thereafter,  during each year of the
Agreement, Purchaser shall purchase a minimum of [ * ] Grips.

2.2 Rolling Forecasts; Firm Orders.

         (a)  Purchaser  agrees that during the term of this  Agreement it shall
provide Vendor with a rolling forecast of its purchase requirements of Grips for
each of the following three months. This forecast shall be provided on or before
the first day of the month  immediately  preceding  the first month  included in
such  forecast.  Within five (5) days from the date when  Vendor has  received a
forecast  from  Purchaser,  Vendor shall  confirm such  forecast by facsimile to
Purchaser.

         (b)  Forecasts  shall be deemed to be firm orders  with  respect to the
first month included in such rolling three month forecasts  (unless  notified in
writing  to the  contrary  at  least a month  prior  to the  first  month of the
forecast).  With  respect  to the  second  and  third  months  included  in such
forecasts,  such forecasts  shall not be considered  binding  commitments on the
part of Purchaser to order the quantity of Grips specified  therein,  but are to
be given solely for the purpose of enabling Vendor to make preliminary plans for
its manufacturing  operations during the applicable period. By way of example, a
forecast for the three months April to June of a given year shall be supplied on
or before  March 1 of such year;  the forecast for April shall be deemed to be a
firm order (unless  modified  prior to March 1). A copy of  Purchaser's  initial
forecast/firm order has been provided to Vendor.

         (c)  Reasonable  notice  will be given by  Purchaser  to  Vendor  if it
anticipates  significant  differences in its forecast and by Vendor to Purchaser
if  it  anticipates   significant  differences  in  production  capabilities  to
forecast.
                                        2
<PAGE>
                                                 * Confidential portion has been
                                                    omitted and filed separately
                                                             with the Commission

         (d) By written notice to Vendor,  Purchaser may increase the quantities
or vary scheduled  delivery  dates for Grips subject to firm orders,  and Vendor
agrees to use its reasonable  best efforts to accommodate  such changes.  Vendor
may charge  Purchaser for  incremental  costs  incurred in  connection  with any
material changes to firm orders.

2.3 Shipping and Delivery. Vendor hereby agrees as follows:

         (a) Vendor shall preserve,  package,  handle, pack and insure all Grips
so as to  protect  the  Grips  from loss or  damage,  in  conformance  with good
commercial practice, government regulations, and other applicable standards.

         (b) All Grips shall be shipped F.O.B.  Vendor's  production facility in
New Bedford, Massachusetts.  Title and risk of loss or damage to any shipment of
Grips  sold by  Vendor to  Purchaser  hereunder  shall  pass to  Purchaser  upon
delivery by Vendor to the common carrier for delivery to customers of Purchaser.

         (c) Vendor hereby  guarantees that a minimum of ninety percent (90%) of
all  shipments  of Grips to customers of Purchaser in a given month will be made
by  Vendor in the  specified  quantity  and  within  the time for such  delivery
specified  by  Purchaser  on at least two  business  days notice with respect to
Grips that are  subject to firm  orders.  Vendor  will use its  reasonable  best
efforts to provide Grips in the quantities and within the time period  requested
by Purchaser  to the extent such  quantities  vary from those  provided for in a
firm order.  In the event  Vendor fails to make any delivery of Grips within the
required time period for firm orders,  Vendor shall ship all Grips applicable to
such  order via a premium  shipping  method  and  shall pay all  shipping  costs
associated therewith.

                                   ARTICLE III
                                     PRICING

3.1 Initial Purchase Price for Grips. Purchaser and Vendor hereby agree that the
purchase price per Grip ordered by Purchaser  hereunder shall be a base price of
[ * ] per Grip for 1997 and 1998, and [ * ] thereafter,  which shall include all
applicable  shipping and packaging charges.  The parties hereby acknowledge that
the minimum volume  requirements  set forth in Section 2.1 and the initial price
provisions  set forth in this Section 3.1,  together with the terms of the Lease
Agreement,  have been negotiated  between the parties hereto at arm's length and
are integral elements of the transactions between Purchaser and Vendor.

3.2 Price Changes.

         (a)  Notwithstanding  Section 3.1 hereof,  the parties agree that:  (i)
Vendor will use its  reasonable  best  efforts to  continually  improve its Grip
manufacturing operations,  will share with Purchaser equally in all cost savings
that result in a cost of goods sold (i.e.,  the cost of raw  materials,  cost of
direct labor, and incremental overhead added due to this supply contract) below
                                        3
<PAGE>
the base price per Grip set forth in Section 3.1, in the form of  reductions  in
the base price of Grips,  and will make  available  to  Purchaser  such data and
other information as Purchaser may periodically  request to assess Vendor's cost
of goods sold,  and (ii) the purchase  price for Grips will,  pursuant to mutual
agreement not to be unreasonably withheld, be adjusted for material increases or
decreases in the prices of raw  materials  which,  in the case of raw  materials
increases, are not offset by production  efficiencies.  A material change in the
prices of raw materials shall mean an increase or decrease of 5% over a 12 month
period in overall raw material costs.

         (b) Purchaser  hereby  grants to Vendor  options to purchase its common
stock upon the terms set forth in Schedule 3.2(b)(A). In this connection, Vendor
acknowledges  that as the supplier of  Purchaser's  Grips it will have access to
Purchaser's   production   forecasts  and  other   confidential  or  proprietary
information.  Accordingly, Vendor agrees that for so long as it is a supplier of
products to Purchaser,  it will comply with  Purchaser's  insider trading policy
attached as Schedule 3.2(b)(B),  as the same may be amended from time to time by
Purchaser, together with all applicable securities and other laws, in connection
with any purchase or sale of Purchaser's options or common stock underlying such
options (collectively,  "Securities"). In addition, Vendor represents, warrants,
and agrees as follows: (i) Vendor is an "accredited investor" within the meaning
of Regulation D promulgated  under the  Securities  Act of 1933, as amended (the
"Act");  (ii) Vendor has such knowledge and experience in financial and business
matters that it is capable of understanding  and evaluating the merits and risks
of an acquisition of Securities,  and is financially capable of bearing the risk
of its investment in such Securities;  (iii) Vendor understands and acknowledges
that an  investment  in the  Securities  of Purchaser  involves a high degree of
risk;  (iv) Vendor has received from  Purchaser  and has carefully  reviewed and
understands  all reports filed by the Purchaser with the Securities and Exchange
Commission (the "Commission") under the Securities and Exchange Act of 1934 (the
"Exchange  Act") since December 31, 1995, and such other documents as Vendor has
requested  (collectively  referred to as the "Purchaser Disclosure  Materials");
(v) Vendor has had an  opportunity  to ask  questions of and to receive  answers
from Purchaser concerning the Purchaser Disclosure Materials and the affairs and
prospects of Purchaser in general, and desires no further information pertaining
to Purchaser;  and (vi) Vendor is purchasing  the shares of common stock for its
own  account,  for  investment  purposes  only and not with a view to  immediate
resale  or  distribution  either  in  whole  or  in  part.  Furthermore,  Vendor
understands  and agrees that (x) the Securities  cannot be resold in whole or in
part  unless  they  are  registered  or  sold  pursuant  to  an  exemption  from
registration;  and (y) a legend will be placed on the certificates  representing
the Securities  indicating that such  Securities have not been registered  under
federal or state  securities  laws and are subject to restrictions on sale until
they are so  registered.  Any  requests for transfer  prior to  registration  by
Vendor must be  accompanied  by an opinion of counsel in form and  substance and
from counsel acceptable to Purchaser.

         (c)  Purchaser  shall  cause the shares  underlying  the  options to be
registered for resale under the Securities Act of 1933, as amended,  as promptly
as reasonably practicable.
                                        4
<PAGE>
3.3 Payment of Invoices.

         (a) Purchaser shall pay all shipping and rigging costs  associated with
the shipment of the equipment to Vendor's plant pursuant to the Lease Agreement;
provided, that Vendor acknowledges that Purchaser shall receive a credit against
initial  invoices  under  this  Agreement  for 50% of such  costs  and  that the
remaining  50% of such costs shall be added to the initial  lease  balance under
the Lease Agreement.

         (b) The invoiced  value of each  shipment of Grips shall be  determined
upon delivery of such  shipment of Grips to Vendor's  shipment  department.  All
invoices  shall be due and payable by Purchaser  net ten (10) days from the date
of invoice through June 30, 1997, and net forty-five (45) days thereafter.

         (c) The amount due  Vendor for each order of Grips  supplied  by Vendor
hereunder  shall be determined by multiplying  the total number of Grips covered
in Vendor's invoice(s)  therefor by the applicable base prices.  Purchaser shall
be responsible for all freight, insurance, taxes, and other charges.

                                   ARTICLE IV
                              QUALITY AND WARRANTY


4.1 Conformance to Specifications.


         (a) All  Grips  will be  produced  at  Vendor's  plant at New  Bedford,
Massachusetts,   or  at  any  other  location  acceptable  to  Purchaser,  which
acceptance will not be unreasonably withheld.

         (b) Vendor  warrants to  Purchaser  that it will  maintain an objective
quality program with respect to the production of all Grips supplied pursuant to
this  Agreement,  which  program will be in  accordance  with the  technical and
aesthetic  specifications  (the  "Specifications")  established by Purchaser and
delivered to Vendor within two business days  following the date hereof,  as the
same may be  amended  from  time to time by  written  agreement  of the  parties
hereto.

         (c) Purchaser shall have the right to inspect, at Vendor's plant, Grips
and manufacturing processes for Grips. Any inspection of Grips shall be prior to
shipment;  manufacturing  processes may be inspected at any time during the term
of this  Agreement.  Purchaser's  inspection  may be for any  reason  reasonably
related to this  Agreement,  including to assure  Vendor's  compliance  with the
Specifications.  Vendor shall  provide  adequate  space and other  facilities to
Purchaser  at its plant to oversee the  production  and shipment of Grips and to
facilitate research and development as provided in Section 6.1.

         (d)  Grips  that are  deemed  by  Purchaser  to be  defective  shall be
returned immediately by Purchaser to Vendor. Vendor shall, as soon as reasonably
practical,  but not more than ten (10) days from receipt of the defective Grips,
replace such Grip shipment with a substitute
                                        5
<PAGE>
shipment  that meets the  Specifications.  Purchaser  shall be credited  for any
returned Grips which are defective.

4.2  Warranties.  Seller  warrants  that all Grips shall:  (i) be  manufactured,
processed, and assembled by Seller at its New Bedford, Massachusetts facilities;
(ii)  conform  to the  Specifications;  (iii) be free from  defects  in  design,
material, workmanship, and performance; and (iv) be free and clear of all liens,
encumbrances,  and other claims against title.  All warranties  specified in the
preceding  sentence  shall  survive any  inspection,  delivery,  acceptance,  or
payment by Purchaser and be in effect for the longer of Vendor's normal warranty
period or one year from the date of acceptance of the Grips by Purchaser.

                                    ARTICLE V
                          OWNERSHIP AND CONFIDENTIALITY

5.1 Ownership of Grip-related Assets.

         (a) Vendor  acknowledges  and  agrees  that all  equipment  transferred
pursuant  to  the  Lease  Agreement   (unless  and  until  purchased  by  Vendor
thereunder), all Grips produced in connection with this Agreement, all compounds
and related formulae pertaining to golf grips, grip designs and tooling designs,
cavities and anything of a similar  nature which  relates to the  production  of
golf grips (but excluding Vendor's own manufacturing  processes and techniques),
in each case  whether in  existence  or  developed  or conceived by Purchaser or
Vendor during the term of this Agreement,  and all intellectual  property rights
in such material, including, without limitation, any copyrights,  patents, trade
secrets,  trademarks,  inventions, ideas and know-how, and the derivative use of
and  rights in and to such  material,  as well as the  confidential  information
embodied in any such material,  are and shall be the sole and exclusive property
of Purchaser.

         (b) Without  Purchaser's  prior written  consent,  Vendor hereby agrees
that,  except as may be provided under Section 6.5, all  compounds,  formulae or
designs relating to golf grips or tooling for golf grips created or developed by
Vendor  in  connection  with  and  during  the  term of this  Agreement  and all
equipment  leased  under the Lease  Agreement  or used by Vendor to fulfill  its
obligations  hereunder  shall  be used by  Vendor  only in  connection  with the
production of Grips for Purchaser pursuant to this Agreement.

         (c) Purchaser  grants to Vendor the right to use Purchaser's  design or
other  patents and  trademarks,  and the  trademarks of  Purchaser's  customers,
solely to the extent  necessary to fulfill its  obligations  to Purchaser  under
this Agreement.

         (d) With respect to the items set forth in (a) above,  Purchaser  shall
have the sole and  exclusive  right to  register  and hold in  Purchaser's  name
copyrights,  trademark registrations,  patents, or whatever protection Purchaser
may deem appropriate.  Vendor shall execute any documents, including assignments
of any existing patent or trademark rights or other forms of
                                        6
<PAGE>
protection,  and provide any assistance as is necessary, at Purchaser's expense,
to protect the rights set forth herein.

         (e) The  parties  agree that  items  described  in (a) above  developed
during the term of this Agreement shall be deemed works made for hire as defined
by the laws of the United  States  regarding  copyrights  and therefor  owned by
Purchaser. In the event and to the extent that they are deemed not to constitute
works made for hire,  Vendor hereby sells,  assigns,  and transfers to Purchaser
all right,  title and  interest  in and to all such items  without  the need for
consideration  additional  to the  consideration  paid to  Vendor  by  Purchaser
hereunder.  Vendor shall obtain from its personnel any  assignment to the Vendor
required to make the foregoing  assignment to Purchaser of all right, title, and
interest in all such items and Vendor shall retain no rights  therein and agrees
not to contest or challenge  Purchaser's  rights  therein.  This  assignment and
transfer  includes  all  causes of action  for all  infringements  of the rights
assigned  and  transferred  and  the  rights  to use  and  retain  the  proceeds
therefrom.

5.2  Confidential  and  Proprietary  Information.  Vendor and  Purchaser  hereby
acknowledge  and  agree  that  in  connection  with  the  performance  of  their
obligations  herein,  a party may be provided with or shall otherwise be exposed
to or receive certain confidential and proprietary  information of the other (or
of third parties,  such as Purchaser's  customers).  In Purchaser's  case,  such
confidential and proprietary  information may include,  but shall not be limited
to,  information  concerning  customers,  customer  orders,  specifications  and
designs  relating  to golf grips and tooling  and other  information  concerning
Purchaser's grips and products,  and, in Vendor's case,  information  concerning
its  manufacturing  and  production  techniques  (all of the foregoing  shall be
deemed  "Proprietary  Information" for purposes of this  Agreement).  Each party
agrees that any and all Proprietary  Information which is disclosed to the other
party or to which the other party has access to based upon this Agreement  shall
be and shall remain the sole and exclusive  property of such party, and that the
other party shall not in any way reveal,  disclose or use such information other
than in accordance with this Agreement or except as specifically directed by the
disclosing   party.  The  term   "Proprietary   Information"  does  not  include
information which: (i) becomes generally available to the public other than as a
result of a disclosure by a party contrary to the terms of this Agreement;  (ii)
was  available  on a  nonconfidential  basis prior to its  disclosure;  or (iii)
becomes available on a non-confidential basis from a source other than the other
party,  provided  such  source  is not  contractually  obligated  to  keep  such
information confidential.


                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

6.1 Cord Grips. The parties acknowledge and agree that this Agreement covers the
purchase and sale of rubber injected golf grips, and that Purchaser also markets
and sells cord grips.  Vendor  desires to have the  opportunity  to produce such
grips for  Purchaser.  Purchaser  hereby agrees to consider  enabling  Vendor to
produce the cord grips on behalf of Purchaser once full  production of Grips has
been  achieved and subject to other  appropriate  factors,  such as  preexisting
supplier relationships.
                                        7
<PAGE>
6.2 Research and Development; Tooling.

         (a) The parties acknowledge and agree that one of Purchaser's principal
purposes for entering into this Agreement is to have access to Vendor's research
and development capabilities,  and that Vendor will essentially perform research
and  development  activities  on  Purchaser's  behalf  during  the  term of this
Agreement. Vendor hereby agrees that, during the term of this Agreement, it will
actively  pursue  and fund  research  and  development  efforts  related  to the
development of compounds,  Grips,  manufacturing  processes and similar matters,
and  will  supply  all  technical,  engineering,  and  quality  control  support
necessary to develop or produce new Grip compounds and products,  including,  on
an as needed basis (which Vendor acknowledges may be full time), a chemist.

         (b) During the term of this Agreement  Vendor shall be responsible  for
procuring  all necessary  equipment,  tooling,  facilities,  employees and other
items necessary for it to fulfill its obligations hereunder.

         (c)  Notwithstanding  the  foregoing,  Purchaser  agrees to pay for all
product  profile  design  expenses and the cost of all prototype and  production
cavities used in the  development or production of new Grip products;  provided,
however, that Vendor agrees to procure on behalf of Purchaser at mutually agreed
upon prices all such cavities.

6.3  Management  Information  Systems.  Vendor  will  provide to  Purchaser  all
software,  formats and other resources  necessary to enable Purchaser and Vendor
to communicate in real time via computer link-up.

6.4  Training.  Purchaser  agrees to  provide  necessary  training  to  Vendor's
shipping  personnel as well as all computer hardware and peripherals  related to
product shipping.

6.5 Sales of Grips and Golf Products to Third  Parties.  During the term of this
Agreement,  Purchaser  agrees that  Vendor may sell golf grips to third  parties
with Purchaser's  prior written  consent,  which consent may not be unreasonably
withheld.  Any  agreement  with respect to sales of golf grips to third  parties
shall provide for Purchaser to receive a royalty of 3 to 5% of the base price of
such grips as may be mutually agreed upon. Any such royalty shall terminate upon
any  termination of this Agreement by Vendor arising out of a material breach of
this Agreement by Purchaser, or upon expiration of this Agreement, and three (3)
years after any termination by Purchaser by reason of material breach by Vendor.
Vendor  further  agrees that,  during the term of this  Agreement,  (i) if it is
approached  by any  third  party  about  producing  grips  it  will  direct  the
prospective  customer to Purchaser to determine  whether it would be appropriate
for such  prospective  customer to sell grips under  Purchaser's  trademarks and
through its distribution channels on terms mutually agreed upon, and (ii) in the
event Vendor  determines  to develop  and/or  produce any other golf products it
will consult with Purchaser  first to determine  whether it would be appropriate
for those  products to be marketed  and sold under  Purchaser's  trademarks  and
through its distribution channels.
                                        8
<PAGE>
6.6 Insurance.

         (a) Without in any way  limiting any of the  obligations  of Vendor set
forth  herein,  Vendor  hereby  agrees to  maintain  all  insurance  that may be
required  under  the  laws,  ordinances,  and  regulations  of any  governmental
authority,  together with the following:  (i) workers' compensation insurance as
prescribed by applicable law and employer's  liability  insurance with limits of
liability  not less than  $100,000  per  employee;  (ii)  comprehensive  general
liability  insurance  with limits of liability  not less than  $1,000,000,  with
umbrella coverage of $20,000,000, including coverage for its inventory of Grips,
supplementary  coverages for contractual liability assumed under this Agreement,
personal  injury  liability  with the "employee"  and  "contractual"  exclusions
deleted,  and broad  form  property  damage  liability;  (iii) in  addition,  if
automobiles are to be used in the performance of Vendor's obligations hereunder,
Vendor shall maintain  automobile  bodily injury and property  damage  liability
insurance with limits of liability not less than $1,000,000  extending to owned,
non-owned, and hired automobiles used in the performance of this Agreement which
is in compliance with all applicable  laws,  rules,  and  regulations;  and (iv)
business  interruption   insurance  with  limits  of  liability  not  less  than
$1,000,000 with umbrella coverage of $20,000,000.

         (b) The insurance specified in (a)(i) above shall contain an assignment
of statutory lien. The insurance specified in (a)(ii), a(iii), and (a)(iv) above
shall: (i) name Purchaser,  its directors,  agents,  and employees as additional
insureds in matters covered by this Agreement;  (ii) provide that such insurance
is primary coverage with respect to all insureds; (iii) contain a standard cross
liability  endorsement  that provides that the insurance  applies  separately to
each insured and that the policies cover claims or suits by one insured  against
another; and (iv) not be terminated,  canceled, or substantially changed without
thirty (30) days prior written notice to Purchaser.

         (c) Upon  Purchaser's  request,  Vendor shall  provide  Purchaser  with
certification by a properly qualified representative of the insurer of the names
of insureds,  the type and amount of coverage,  the location and  operations  to
which the insurance applies, the expiration date, and the insurer's agreement to
provide  written  notice to  Purchaser  at least  thirty  (30) days prior to the
effective date of any  termination,  cancellation,  lapse, or material change in
the policy.

         (d) All  insurance  policies  required  shall be  issued  by  companies
licensed to transact  business in the state of Massachusetts  who hold a current
rating of not less than A according to Best's Insurance Reports.

         (e) Vendor's obligations to maintain the insurance required herein, and
to  provide  evidence  of same,  shall  survive  for a period of three (3) years
beyond the termination, cancellation, or expiration of this Agreement.
                                        9
<PAGE>
6.7 Financial Information.  Purchaser and Vendor agree to provide the other with
the following information:

         (a) As soon as available but in any event within  forty-five  (45) days
after the end of each of the first three calendar  quarters in each fiscal year,
unaudited consolidated financial statements,  including statements of operations
and cash flows for such  quarter  and for the period from the  beginning  of the
fiscal year to the end of such quarter and balance  sheets as of the end of such
quarter,  setting forth in each case comparisons to the corresponding  period in
the  preceding  fiscal  year,  and  all  such  statements  will be  prepared  in
accordance with generally accepted accounting principles,  consistently applied,
subject to normal year-end audit adjustments and excluding footnote disclosures;

         (b) As soon as available but in any event within ninety (90) days after
the  end  of  each  fiscal  year,  audited  consolidated  financial  statements,
including  statements  of  operations  and cash flows for such  fiscal  year and
balance  sheets as of the end of such fiscal  year,  setting  forth in each case
comparisons to the  corresponding  period in the preceding  fiscal year, and all
such  statements  will  be  prepared  in  accordance  with  generally   accepted
accounting principles, consistently applied.

         (c)  With  reasonable  promptness,  such  other  information  and  data
concerning such party as the other party may reasonably request.


                                   ARTICLE VII
                              TERM AND TERMINATION;
                                 MATERIAL BREACH

7.1 Term of Agreement.  This Agreement  shall commence on the Effective Date and
continue for an initial term of ten (10) years. Thereafter, Purchaser shall have
the right to renew this Agreement for three additional terms of five (5) years.

7.2 Certain Breaches by Vendor.  The following sets forth specific  remedies for
certain  breaches of this  Agreement  by Vendor as follows.  With respect to any
shipment  of Grips  that is not  delivered  within  the  guarantee  set forth in
Section  2.3(c)  above or that fails to meet the  Specifications  referenced  in
Section 4.1(b) above,  Vendor shall promptly reimburse Purchaser for any loss in
gross  margin  arising  therefrom,  whether  pursuant to a  cancellation  of the
customer's  order,  a  reduction  in the  price  of  Grips  to the  customer  or
otherwise.  If Vendor fails to meet delivery  schedules or  Specifications  with
respect to Grips representing more than 10% of the aggregate dollar value of all
Grips shipped in any given  calendar  quarter,  such failure shall  constitute a
material breach pursuant to which  Purchaser,  at its option,  may terminate the
Agreement  and/or seek damages or other relief  against  Vendor  pursuant to the
provisions of Section 9.2 hereof.

7.3 Certain  Breaches by Purchaser.  The following sets forth specific  remedies
for certain breaches of this Agreement by Purchaser as follows:
                                       10
<PAGE>
                                                 * Confidential portion has been
                                                    omitted and filed separately
                                                             with the Commission

         (a) If Purchaser fails to pay for any shipment of Grips within the time
set forth in Section 3.3(b) above following written notice thereof, it shall pay
interest on any  outstanding  overdue balance at the rate of 12% simple interest
per annum (other than overdue balances with respect to which a bona fide dispute
exists).

         (b)  Purchaser  shall have a grace period of ten (10) days with respect
to the  provision  of  forecasts  and firm orders  required  pursuant to Section
2.2(a) of this  Agreement.  Thereafter,  it shall pay a penalty  of $500 per day
with respect to late forecasts or firm orders.

         (c) If Purchaser fails to provide a firm order or forecast prior to the
expiration of any grace period provided under Section 2.2(b) more than two times
within any given calendar year, or more than $200,000 of invoices become overdue
at any given time,  such failure shall  constitute a material breach pursuant to
which Vendor, at its option,  may terminate the Agreement and/or seek damages or
other relief against Purchaser pursuant to the provisions of Section 9.2 hereof.

         (d) If, during the term of this  Agreement,  Purchaser  purchases  more
than [ * ]  Grips  but  less  than [ * ] Grips  on an  annualized  basis  in any
calendar year,  Purchaser shall pay to Vendor promptly following the end of such
calendar  year an  amount  equal to [ * ] minus  the  number  of Grips  actually
purchased  multiplied by the average gross margin that Vendor  realized on Grips
which it sold to Purchaser  during the calendar year;  provided,  however,  that
Purchaser's  failure to purchase at least [ * ] Grips in any two calendar years,
or at least [ * ] Grips in any one calendar  year,  shall  constitute a material
breach  pursuant to which  Vendor,  at its option,  may  terminate the Agreement
and/or seek damages or other relief against Vendor pursuant to the provisions of
Section 9.2 hereof.

7.4  Termination.  Notwithstanding  Section 7.1, either party may terminate this
Agreement  immediately  and at any time if the other  party  commits a  material
breach of this Agreement,  and such party fails to cure the breach within thirty
(30) days after receiving a notice of such breach from the  non-breaching  party
(or such other  specific  period as is set forth  herein).  In addition to those
described in Section 7.2 and 7.3 above;

         (a) A material  breach of this  Agreement  with respect to Vendor shall
include, but not be limited to, the following:  (i) Vendor fails to achieve full
production of Grips by February 15, 1997;  (ii) Vendor makes an  assignment  for
the benefit of creditors  or files any petition or action under any  bankruptcy,
reorganization,  insolvency or moratorium  law, or any other law or laws for the
relief of, or relating  to,  debtors;  or (iii)  Vendor  materially  breaches or
commits an event of default under the Lease Agreement; and

         (b) A material breach of this Agreement with respect to Purchaser shall
include, but not be limited to, the following: (i) Purchaser makes an assignment
for the  benefit  of  creditors  or files  any  petition  or  action  under  any
bankruptcy,  reorganization,  insolvency or moratorium  law, or any other law or
laws for the relief of, or relating to,  debtors,  or (ii) Purchaser  materially
breaches the Lease Agreement.
                                       11
<PAGE>
         (c) Upon any termination of this Agreement by Purchaser  arising out of
a material  breach by Vendor or upon  expiration of the term of this  Agreement,
Vendor agrees to promptly and fully assist  Purchaser in the orderly  transition
of Grip production  operations to Purchaser or another third party, as Purchaser
may determine,  and, upon Purchaser's  request, to sell or transfer to Purchaser
or to assist Purchaser in selling or transferring to a third party designated by
Purchaser all equipment used by Vendor in its Grip production  operations at the
fair market value  thereof,  as determined by a third party  appraiser  mutually
agreed upon by the parties, or in the absence of such agreement, selected by the
mediator designated in Schedule 9.2.

7.5 Force Majeure.  In the event of any failure by Vendor in the  performance of
this  Agreement as a result of actions or events not under the control of Vendor
(including,  but not limited to, acts of God,  regulation or law or other action
of  any  government,  war  or  insurrection,  civil  commotion,  destruction  of
production  facilities or materials by earthquake,  fire, flood, or storm, labor
disturbances,  epidemic,  or failure of suppliers,  public utilities,  or common
carriers),  Vendor agrees to employ  reasonable best efforts to fully resume its
performance  hereunder  and,  during  any period in which  Vendor's  performance
hereunder is delayed or  interrupted by reason of force majeure  events,  to use
reasonable  best  efforts  to  establish  temporary  facilities  and to  provide
necessary  equipment  or  personnel  to  enable  Vendor to  fulfill  Purchaser's
requirements  for Grips, or to cooperate in enabling  Purchaser or another third
party  to  fulfill  Purchaser's  requirements  for  Grips,  as  Purchaser  shall
determine.  Nothing  herein shall relieve Vendor of its  obligations  under this
Agreement,  nor affect  Purchaser's  rights or remedies,  in the case of a force
majeure event.

7.6  Voluntary  Termination  by  Purchaser.  Purchaser  shall  have the right to
terminate this Agreement with Vendor at any time by giving Vendor written notice
of termination  and paying to Vendor a termination  fee determined in accordance
with Schedule 7.6.

7.7  Exercise of Rights of  Termination.  Neither  Vendor nor  Purchaser  shall,
solely by reason of the bona fide  exercise  of rights to  terminate  or suspend
this  Agreement,  be liable to the other  for  compensation,  reimbursement,  or
damages  either  on  account  of  present  or  prospective  profits  on sales or
anticipated  sales or on account of  expenditures,  investments,  or commitments
made in connection therewith,  provided, that, such termination shall not affect
the rights or  liabilities  of the parties with respect to any amounts  owing by
either party to the other prior to termination.


                                  ARTICLE VIII
                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

      Each party hereto represents and warrants to the other party hereto:

8.1 Organization and  Qualification.  The party is a corporation duly organized,
validly  existing,  and  in  good  standing  under  the  laws  of its  state  of
incorporation,  and has the requisite  corporate  power and authority to own and
operate its properties and to carry on its business as
                                       12
<PAGE>
now  conducted  in every  jurisdiction  where the  failure to do so would have a
material adverse effect on its business,  properties,  or ability to conduct the
business currently conducted by it.

8.2 Authority Relative to this Agreement.  The party has the requisite power and
authority  to  enter  into  this  Agreement  and to  carry  out its  obligations
hereunder.  The execution  and delivery of this  Agreement by such party and the
consummation  by such party of the  transactions  contemplated  hereby have been
duly authorized by such party, and no other corporate proceedings on the part of
such party are necessary to authorize this Agreement and such transactions. This
Agreement has been duly  executed and delivered by such party and  constitutes a
valid and binding  obligation of such party,  enforceable in accordance with its
terms,  except as the  enforceability  thereof  may be  limited  by  bankruptcy,
insolvency, reorganization, or other similar laws relating to the enforcement of
creditors' rights generally and by general principles of equity.

8.3 No Conflicts. The party is not subject to, or obligated under, any provision
of (i) its Certificate of Incorporation or Bylaws,  (ii) any material agreement,
arrangement, or understanding, (iii) any material license, franchise, or permit,
or (iv) any law, regulation, order, judgment, or decree, which would be breached
or violated, or in respect of which a right of termination or acceleration would
arise,  or  pursuant  to  which  any  encumbrance  on  any  of its or any of its
subsidiaries' material assets would be created, by its execution,  delivery, and
performance of this  Agreement and the  consummation  by it of the  transactions
contemplated hereby.

8.4 No Consents. No authorization,  consent, or approval of, or filing with, any
public body,  court,  or authority is necessary on the part of the party for the
consummation by such party of the transactions contemplated by this Agreement.

8.5 Financial  Statements.  The party has provided to the other party  unaudited
financial  statements  for and as of the period ended  September  30, 1996,  and
audited  financial  statements for and as of the period ended December 31, 1995,
all of  which  financial  statements  have  been  prepared  in  accordance  with
generally  accepted   accounting   principles  applied  on  a  consistent  basis
throughout  the periods  involved and fairly  present the financial  position of
such party as of the dates  thereof and the results of its  operations  and cash
flows for the periods  then ended,  subject in the case of  unaudited  financial
statements to normal  year-end  adjustments in the absence of complete  footnote
disclosure.

8.6 No  Litigation.  The  party is not  subject  to any  legal,  administrative,
arbitration or other suit, proceeding, claim, action, investigation,  or inquiry
pending or, to the knowledge of such party, threatened against or involving such
party  which  could have a material  adverse  effect upon its ability to perform
this  Agreement or upon its results of  operations  or financial  condition,  or
which  questions  the  validity of this  Agreement  or any action taken or to be
taken by such party  pursuant to this  Agreement  and, to the  knowledge of such
party,  there is no valid basis for any such suit,  proceeding,  claim,  action,
investigation or inquiry.
                                       13
<PAGE>
                                   ARTICLE IX
                                  MISCELLANEOUS

9.1. Notices.

         (a) All  notices  and  demands  of any kind which  either  party may be
required  or desire to serve  upon the other  under the terms of this  Agreement
shall  be in  writing  and  shall be sent by  registered  mail,  return  receipt
requested,  or by  facsimile  with  confirming  copy by  registered  mail to the
receiving party at the address of the receiving party set forth below:

                  If to Purchaser:        Royal Grip, Inc.
                  ---------------         444 W. Geneva
                                          Tempe, Arizona 85282
                                          Phone: (602) 829-9000
                                          Fax: (602) 829-9100
                                          Attn: President

                  If to Vendor:           Acushnet Rubber Company, Inc.
                  ------------            744 Belleville Avenue
                                          New Bedford, Massachusetts 02742-6916
                                          Phone: (508) 998-4004
                                          Fax: (508) 998-4102
                                          Attn: Chief Operating Officer

         (b) Either party may change such  address  upon  written  notice to the
other party  hereto in the manner set forth in this  Section 9.1. All notices or
demands  shall be deemed to have been given when  received  by the party to whom
such  notice  is  sent  as  evidenced  by  a  receipt  signed  and  dated  by  a
representative of the receiving party.

9.2 Dispute  Resolution.  Any dispute among the parties hereto shall be resolved
in accordance with the dispute resolution procedures attached hereto as Schedule
9.2;  provided,  that,  nothing  herein shall preclude any party from seeking or
obtaining equitable relief,  such as an injunction,  or from enforcing any order
or judgement of an arbitrator through judicial process.

9.3  Governing  Law.  This  Agreement  shall be governed by and  interpreted  in
accordance  with the laws of the state of  Massachusetts  (excluding its, or any
other jurisdiction's, choice of law principles).

9.4 Effect of Waiver.  No delay or  omission  to  exercise  any right,  power or
remedy  accruing  to a party  upon any  breach or  default  of the  other  party
hereunder  shall  impair  any such  right,  power,  or  remedy  nor  shall it be
construed  to be a waiver of any such  breach  or  default,  or an  acquiescence
therein or of or in any  similar  breach or default  thereafter  occurring,  nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default
                                       14
<PAGE>
theretofore or thereafter occurring. Any waiver, permit, consent, or approval of
any kind or  character  on the part of a party  hereto of any  breach or default
under this Lease must be in writing specifically set forth.

9.5  Severability.  Should any part of any  provision of this  Agreement be held
invalid or unenforceable,  the invalid or unenforceable  part or provision shall
be replaced with a provision which  accomplishes,  to the extent  possible,  the
original  business  purpose and  economic  intent of such part or provision in a
valid and enforceable  manner,  and the remainder of this Agreement shall remain
binding upon the parties hereto.

9.6 Assignment and  Transferability.  Neither party may assign its rights and/or
obligations  under this  Agreement  or any  interest  therein to any other party
without the prior written consent of the other party.  Subject to the foregoing,
this  Agreement  shall be binding upon and inure to the benefit of the permitted
assignees, transferees, or successors of Purchaser and Vendor, respectively.

9.7  Survival.  The  provisions of Sections 5.1, 5.2, 9.2, and 9.3 shall survive
termination  or  expiration  of this  Agreement  (as the case may be) and  shall
remain at all times in full force and effect.

9.8 Captions.  The captions of this Agreement are solely for the  convenience of
reference and shall not affect its interpretation.

9.9 Entire Agreement.

         (a) This Agreement embodies the entire  understanding as of the date of
execution  hereof  between the parties hereto with respect to the subject matter
hereof,   and   supersedes   any  and  all   prior   agreements,   negotiations,
understandings,  representations statements and writings between the parties. No
modification, alteration, waiver or change in any of the terms of this Agreement
shall be valid or binding  upon the  parties  hereto  unless made in writing and
duly executed by both of the parties hereto.

         (b) Purchaser and Vendor agree that the supply of Grips hereunder shall
be subject to and governed by the terms and conditions  hereof,  and none of the
terms and  conditions  set forth on any  purchase  order or order  form,  or any
invoice  relating  thereto,  shall  affect  or modify  the terms and  conditions
hereof.

9.10  Counterparts.  This Agreement may be executed in two or more counterparts,
each of which  shall be  deemed  an  original  but all of which  together  shall
constitute one and the same instrument.

9.11 Time of Essence. Time is of the essence in this Agreement.
                                       15
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  by their duly  authorized  representatives  on the date and year first
written above.

"PURCHASER"                                "VENDOR"

ROYAL GRIP, INC.                           ACUSHNET RUBBER COMPANY, INC.



By:/s/ Robert G.J. Burg, II                By: /s/ Ronald V. Fernandes
   -------------------------------            ---------------------------
Name:   Robert G.J. Burg, II               Name:   Ronald V. Fernandes
Title:    President                        Title:  Executive Vice President and
                                                   Chief Operating Officer
                                       16
<PAGE>
                                -SCHEDULE 3.2(A)
                                ----------------


                                     OPTIONS



Total:        250,000 shares subject to option

Exercise
Price:        50,000 shares at closing sale price on the date of this Agreement

              200,000 shares at $1.00 above such closing sale price

Vesting
Schedule:     Fully vested immediately

Term:         3 years from the date hereof
                                       17
<PAGE>
                               SCHEDULE 3.2 (b)(B)

                                ROYAL GRIP, INC.
                                POLICY STATEMENT
                     SECURITIES TRADING BY COMPANY PERSONNEL


GENERAL

         As a general rule, it is against the law to buy or sell any  securities
while in possession of material non-public information relevant to that security
(sometimes called "inside  information"),  or to communicate such information to
others who trade on the basis of such information (known a "tipping"), In recent
years,  Congress has toughened  the penalties for trading on or tipping  materia
inside  information and the Securities and Exchange  Commission ("SEC") and U.S.
Attorneys have aggressively  prosecuted such trades and tippers. Until recently,
their efforts have  concentrated  on  individuals  directly  involved in trading
abuses. To further deter insider trading  violations,  Congress has expanded the
authority  of the SEC and the United  States  Justice  Department,  adopting the
Insiders  Trading  and  Securities  Fraud  Enforcement  Act and  the  Securities
Enforcement  Remedies Act. In addition to  increasing  the penalties for insider
trading  and  other  securities  law  violations,  these  laws  put the  onus on
companies and possible  other  "controlling  persons" for  violations by company
personnel.  Accordingly,  companies  which  do not  take  active  steps to adopt
preventative  policies  and  procedures  covering  securities  trades by company
personnel could face severe consequences.

         In addition to responding to the requirements of the federal securities
laws, Royal Grip, Inc (the "Company") is adopting this Policy Statement to avoid
even the  appearance  of improper  conduct on the part of anyone  employed by or
associated with, the Company (not just so-called  insiders).  We have all worked
hard over the years to  establish  our  reputation  for  integrity  and  ethical
conduct. We cannot afford to have it damaged.

         The consequences of insider trading violations can be staggering:

         For individuals who trade on inside  information (or tip information to
         others)

         o        A civil penalty of up to three times the profit gained or loss
                  avoided;
         o        A criminal  fine (no matter how small the  profit) of up to $1
                  million;
         o        A jail term of up to ten years; and
         o        Prohibition  from  serving as an officer  or  director  of the
                  Company.

         For a company (as well as possibly any  supervisory  person) that fails
to take appropriate steps to prevent illegal trading:

         o        A civil  penalty of the  greater of $1 million or three  times
                  the  profit  gained  or  loss  avoided  as  a  result  of  the
                  employee's violations; and
         o        A criminal penalty of up to $2.5 million.
                                        2
<PAGE>
         Moreover, if an employee violates the Company's insider trading policy,
Company-imposed  sanctions,  including  dismissal  for cause,  could result from
failing to comply with the Company's policy or procedures.  Needless to say, any
of the above  consequences,  even an SEC  investigation  that does not result in
prosecution, can tarnish one's reputation and irreparably damage a career.

GENERAL TRADING POLICY

         If  a  director,  officer  or  any  employee  has  material  non-public
information  relating to the Company,  it is our policy that neither that person
nor any related  person may buy or sell  securities  of the Company or engage in
any other action to take advantage of, or pass on to others,  that  information.
This policy also applies to information relating to any other company, including
our customers or suppliers, obtained in the course o employment.

         Transactions  that may be  necessary  or  justifiable  for  independent
reasons  (such as the need to raise money for an emergency  expenditure)  are no
exception.  Even the  appearance of an improper  transaction  must be avoided to
preserve our reputation for adhering to the highest standards of conduct.

         This Policy includes transactions within a 401K.

         Material  Information.  Material  information is any information that a
reasonable investor would consider important in a decision to buy, hold, or sell
stock,  i.e.,  any  information,  positive or negative,  which could  reasonably
affect the price of the stock. Examples of events or developments that should be
presumed to be "material" in the context of the Company's  stock would be events
such as the  following  that have not yet been fully  disclosed  to the  public:
regulatory  developments,  knowledge  of a trend in the  Company's  revenues  or
earnings, a merger, major litigation,  a purchase or sale of substantial assets,
changes in dividend policies,  the declaration of a stock split, the offering of
additional  securities,  changes in  management,  significant  new  products  or
developments, impending bankruptcy or financial liquidity problems, and the gain
or  loss  of a  substantial  customer  or  supplier,  or any  other  significant
corporate transaction. These examples are illustrative only and are not intended
to be exhaustive examples of material  information.  Either positive or negative
information may be material.

         Non-Public  Information.  Information is "non-public" until it has been
effectively  communicated to the marketplace  through appropriate news media. In
many  cases,  this may require  the  passage of several  trading  days after any
initial disclosure.

         Twenty-Twenty Hindsight.  Whether a particular item was "material" will
be judged with hindsight.  Accordingly, when in doubt as to a particular item of
information, you should presume it to be material and not to have been disclosed
to the public.
                                        3
<PAGE>
         Transactions by Family  Members.  The very same  restrictions  apply to
your family  members and others  living in your  household (a "Family  Member").
Employees are  responsible  for the  compliance of their Family Members with the
Company's Policy Statement.

         Tipping  Information to Others.  Whether the information is proprietary
information  about our Company or  information  that could have an impact on our
stock price,  employees must not pass that  information on to others.  The above
penalties apply, whether or not you derive any benefit from another's actions.

         Inadvertent  Disclosure.  All  employees,  officers and  directors  are
reminded to use  extreme  care to assure that  confidential  information  is not
inadvertently  disclosed to others. Be particularly  careful to avoid discussing
any matter that might be sensitive or  confidential  in public  places,  such as
lobbies,  restrooms,  airports or  restaurants.  Meetings in which  confidential
information  is  discussed  should  be  conducted  behind  closed  doors.   Even
inadvertent  "leaks" of  confidential  information  can create  problems for the
Company and its employees, officers and directors.

         Public  Announcements.  It is  improper  for an  officer,  director  or
employee  to  enter a trade  immediately  after  the  Company  has made a public
announcement of material information,  including earnings releases. As a general
rule you  should not  engage in any  transactions  until the third day after the
information has been released.  With respect to earnings releases,  as a general
rule, you should not engage in any transactions  during the period beginning the
first day of the last month of the quarter  through the third business day after
the information has been released.

         Violation. As with the Company's other employee policies,  violation of
this Policy  Statement by an employee of the Company or any of its  subsidiaries
(or by any Family Member of the employee) is grounds for immediate  disciplinary
action, including possible dismissal from employment.

III.      SPECIFIC RESTRICTIONS ON TRADING IN ROYAL GRIP, INC. STOCK

         Approval of Trades.  To provide  assistance in  preventing  inadvertent
violations  and avoiding even the appearance of an improper  transaction  (which
could result, for example, where an employee engages in a trade while unaware of
a pending major development),  all transactions in Company stock  (acquisitions,
dispositions,  transfers, etc.) by directors, officers and their Family Members,
must be  pre-approved  by Tom  Schneider.  In  addition,  any employee or Family
Member of an  employee  contemplating  a  transaction  that  would  result in an
aggregate of 250 shares or more of Company stock being traded (either  purchased
or sold) by such person during any three-month  period,  must be pre-approved by
Tom Schneider.  If you  contemplate a transaction  requiring  pre-approval,  you
should give written notice to Tom Schneider one week in advance.

         These restrictions do not apply to exercises of stock options, which do
not  require  prior  approval.  Sales of shares of stock  acquired  from  option
exercises, however, do require approval.
                                        4
<PAGE>
         The foregoing  restrictions  apply to the purchase or sale of stock for
any fiduciary account (e.g., trustee, executor, custodian) with respect to which
the employee,  officer, director or Family Member makes the investment decision,
regardless of whether the employee,  officer,  director or Family Member has any
beneficial interest in the account.

         In addition,  short sales, buying or selling puts or calls or purchases
on margin of the Company's  stock by any employee,  officer,  director or Family
Member are absolutely prohibited. Any Company stock purchased in the open market
must be held for a minimum  of six  months and  ideally  longer.  (Note that the
SEC's short-swing  profit rule already prevents executive officers and directors
from selling any Company  stock  within six months of a purchase.  We are simply
expanding  this  rule to all  officers  of the  Company  and  its  subsidiaries.
However, the rule does not apply to stock option exercises, except to the extent
required for officers and directors.)

IV.      CONFIDENTIALITY

         Serious  problems  could be  caused  for the  Company  by  unauthorized
disclosure of internal  information the Company,  whether or not for the purpose
of facilitating  improper  trading in the stock.  Company  personnel  should not
discuss  internal  Company  matters or  developments  with  anyone  outside  the
Company, except as required in the performance of regular corporate duties.

         This  prohibition   applies   specifically  (but  not  exclusively)  to
inquiries about the Company which may be by financial press, investment analysts
or  others  in  the  financial   community.   It  is  important  that  all  such
communications  on behalf of the Company be through an appropriately  designated
officer  under  carefully  controlled  circumstances.  Unless you are  expressly
authorized  to the  contrary,  if you receive any inquires of this  nature,  you
should  decline  comment and refer the  inquirer to Tom  Schneider,  Bob Burg or
Danny Edwards.

COMPANY ASSISTANCE

         Any person who has any question about specific  transactions may obtain
additional  guidance from Tom Schneider.  Remember,  however,  that the ultimate
responsibility  for  adhering  to the Policy  Statement  and  avoiding  improper
transactions  rests with you. In this regard it is imperative  that you use your
best judgement.

CERTIFICATIONS

         Officers and directors will be required to certify their  understanding
of, and intent to comply  with this  Policy  Statement  and may be  required  to
certify  compliance on an annual basis.  Remember,  you are  responsible for the
compliance of your Family Members with the Company's Policy Statement.
                                        5
<PAGE>
October 9, 1996



         TO:      Officers, Directors and Key Employees of Royal Grip, Inc. (the
                  "Company")

         RE:      Certification  of the Company's Policy Statement on Securities
                  Trading by Company Personnel



         Enclosed  is a copy of the  Company's  new  Policy  Statement  covering
securities  trading  by  Company  personnel.  As you will  see  from the  Policy
Statement,  the consequences of an insider trading  violation can be devastating
to both the individual involved and the Company.

         Please  take a few  minutes  to  carefully  read  the  enclosed  Policy
Statement  and then return the  attached  copy of this  letter.  If you have any
questions regarding the Policy Statement, do not hesitate to contact me.

                           Very truly yours,

                           /s/ Tom Schneider

                           Tom Schneider
                           Vice President - Finance



Certification:

        The undersigned hereby certifies that he / she has read and understands,
and agrees to comply with, the Company's Policy Statement on Securities  Trading
By Company Personnel, a copy of which was distributed with this letter.

Date:___________________________


                                 Signature:____________________________________

                                         Name:_________________________________
                                                (please print)

                                         Dept:_________________________________
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                                  SCHEDULE 7.6
                                  ------------


        The termination  fee  contemplated by Section 7.6 of the Agreement shall
be the sum of the following:

        (i) Vendor's  up-front costs in  establishing  manufacturing  operations
under  this  Agreement,  as shall be  mutually  agreed  upon  within  60 days of
execution of this  Agreement,  plus (ii) the fair value of the equipment used by
Vendor in conjunction  with the production of Grips,  which shall be repurchased
by Purchaser at the fair value thereof as determined in accordance  with Section
7.4(c), plus (iii) $2 million.
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                                  SCHEDULE 9.2
                                  ------------

                          DISPUTE RESOLUTION PROCEDURES

         All claims,  disputes and other matters in  controversy  (herein called
"dispute")  arising  directly or indirectly out of or related to this Agreement,
or the breach thereof, whether contractual or noncontractual, and whether during
the  term  or  after  the  termination  of this  Agreement,  shall  be  resolved
exclusively according to the procedures set forth in this Schedule 9.2.

         A.  Negotiation.  The parties shall attempt to settle disputes  arising
out of or relating to this  Agreement or the breach  thereof by a meeting of two
designated representatives of each party within five (5) days after a request by
either of the parties to the other party asking for the same.

         B. Mediation.  If such dispute cannot be settled at such meeting either
party within five (5) days of such meeting may give a written notice (a "Dispute
Notice") to the other party setting forth the nature of the dispute. The parties
shall  attempt in good faith to resolve  the  dispute by  mediation  in Phoenix,
Arizona  under  the  Commercial  Mediation  Rules  of the  American  Arbitration
Association  ("AAA") in effect on the date of the  Dispute  Notice.  The parties
shall select a person who will act as the mediator under this Paragraph B within
60 days of the date of the  Agreement.  If the dispute has not been  resolved by
mediation  as  provided  above  within  thirty  (30) days after  delivery of the
Dispute  Notice,  then  the  dispute  shall  be  determined  by  arbitration  in
accordance with the provisions of Paragraph C hereof.

         C.  Arbitration.  Any dispute that is not settled through  mediation as
provided in  Paragraph B above  shall be  resolved  by  arbitration  in Phoenix,
Arizona,  governed by the Federal  Arbitration  Act, 9 U.S.C.  ss. I et seq, and
administered by the AAA under its Commercial  Arbitration Rules in effect on the
date of the Dispute Notice,  as modified by the provisions of this Section C, by
a single arbitrator.  The arbitrator selected, in order to be eligible to serve,
shall be a lawyer  with at least 15  years  experience  specializing  in  either
general commercial  litigation or general corporate and commercial  matters.  In
the event the parties cannot agree on a mutually  acceptable  single  arbitrator
from the list  submitted by the AAA, the AAA shall  appoint the  arbitrator  who
shall  meet the  foregoing  criteria.  The  arbitrator  shall  base the award on
applicable law and judicial  precedent and, unless both parties agree otherwise,
shall  include in such award the  findings of fact and  conclusions  of law upon
which the award is based.  Judgment on the award  rendered by the  arbitrator(s)
may be entered in any court having jurisdiction  thereof.  The award may only be
made for  compensatory  damages,  and if any other damages  (whether  exemplary,
punitive,  consequential,  statutory or other) are included,  the award shall be
vacated and remanded,  or modified or corrected,  as appropriate to promote this
damage limitation.

         Notwithstanding the foregoing:

                  (a) Upon the  application  by  either  party to a court for an
order  confirming,  modifying  or vacating  the award,  the court shall have the
power to  review  whether,  as a matter  of law  based on the  findings  of fact
determined by the arbitrator, the award should be confirmed, modified or vacated
in order to  correct  any  errors  of law  made by the  arbitrator.  
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In order to  effectuate  such  judicial  review  limited  to issues of law,  the
parties agree (and shall  stipulate to the court) that the findings of fact made
by the  arbitrator  shall be final and binding on the parties and shall serve as
the facts to be  submitted  to and  relied on by the  court in  determining  the
extent to which the award should be confirmed, modified or vacated.

                  (b)  Either  party  shall have the right to apply to any court
for an order to enforce  any of the  ownership  and  confidentiality  provisions
contained in the Agreement.

         D. Costs and  Attorneys'  Fees.  If either  party fails to proceed with
mediation or arbitration as provided herein or unsuccessfully seeks to stay such
mediation or arbitration,  or fails to comply with any arbitration  award, or is
unsuccessful  in  vacating  or  modifying  the award  pursuant  to a petition or
application for judicial review, the other party shall be entitled to be awarded
costs,  including  reasonable  attorneys'  fees,  paid or incurred by such other
party in  successfully  compelling  such  arbitration  or defending  against the
attempt to stay,  vacate or modify such  arbitration  award and/or  successfully
defending or enforcing the award.

         E.  Tolling of Statute  of  Limitations.  All  applicable  statutes  of
limitations  and  defenses  based upon the passage of time shall be tolled while
the procedures specified in this Schedule 9.2 are pending. The parties will take
such action, if any, required to effectuate such tolling.
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