FIRST AMENDMENT TO CREDIT AGREEMENT


                  This  Amendment  is made as of the 11th day of April,  1997 by
and between ROYAL GRIP,  INC., a Nevada  corporation  ("Royal  Grip") and ROXXI,
INC., a Nevada corporation ("Roxxi") (collectively, the "Borrower"), and NORWEST
BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender").

                                    Recitals

                  The  Borrower  and the Lender have entered into the Credit and
Security Agreement dated as of February 10, 1997 (the "Credit Agreement").

                  The Lender has agreed to make  certain  loan  advances  to the
Borrower pursuant to the terms and conditions set forth in the Credit Agreement.

                  The loan advances under the Credit  Agreement are evidenced by
the  Borrower's  Revolving  and Term Note dated as of February 10, 1997,  in the
maximum principal amount of $2,450,000.00 and payable to the order of the Lender
(the "Note").

                  All  indebtedness  of the  Borrower  to the  Lender is secured
pursuant to the terms of the Credit  Agreement and all other Security  Documents
as defined therein (collectively, the "Security Documents").

                  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.  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. Prior to the date of this Amendment,  the Borrower has (i)
failed to submit audited fiscal year-end financial  statements within 90 days of
the  fiscal  year-ending  1996 as  required  by  Section  6.1(a)  of the  Credit
Agreement,  (ii) failed to maintain  the minimum  debt  service  coverage  ratio
required by Section 6.12 of the Credit  Agreement,  (iii) failed to maintain the
minimum Net Worth  required by Section  6.13 of the Credit  Agreement,  and (iv)
failed to comply with the Net Income (Loss)  requirements of Section 6.14 of the
Credit Agreement  (collectively  the "Current  Defaults").  Upon satisfaction by
Borrower of all of the terms and  conditions  set forth in this  Amendment,  the
Lender, although under no obligation to do so, shall waive the Current Defaults.
Nothing herein shall be construed as a waiver by Lender of any existing  default
or Default Period under the terms of the Credit Agreement other than the Current
Defaults.  Nothing  herein shall be construed as obligating  Lender to waive any
future  defaults or Default  Period  under the Credit  Agreement  including  any
future defaults or Default
<PAGE>
Period under Sections 6.1, 6.12, 6.13 and 6.14 of the Credit Agreement. Upon the
satisfaction of all of the terms and conditions set forth in this Amendment, the
Default  Period  arising as a result of the Current  Defaults shall be deemed to
have ceased.

                   3.      The Credit Agreement is hereby amended as follows:

                           (a)  The  definition  of  "Default  Rate"  is  hereby
deleted in its entirety and replaced as follows:

                           "Default  Rate" means at any time three  percent (3%)
                  over  the  Floating   Rate,  the  Incentive  Rate  and/or  the
                  Increased  Floating  Rate, as  applicable,  which Default Rate
                  shall change when and as the Floating Rate, the Incentive Rate
                  and the Increased Floating Rate change.

                           (b) The  definition  of  "Floating  Rate"  is  hereby
deleted in its entirety and replaced as follows:

                           "Floating  Rate" means,  effective  April 1, 1997, an
                  annual  rate  equal to the sum of the  Base  Rate  plus  three
                  percent (3%), which Floating Rate shall change when and as the
                  Base Rate changes.

                           (c) The  definition  of  "Incentive  Rate" is  hereby
deleted in its entirety and replaced as follows:

                           "Incentive  Rate"  means an annual  rate equal to the
                  sum of the Base Rate,  plus two percent (2%),  which Incentive
                  Rate shall change when and as the Base Rate changes.

                           (d) There is hereby added to the Credit Agreement the
"Increased Floating Rate" as a new defined term. The definition of the Increased
Floating Rate shall be as follows:

                           "Increased  Floating Rate" means an annual rate equal
                  to the sum of the Base Rate,  plus four  percent  (4%),  which
                  Increased Floating Rate shall change when and as the Base Rate
                  changes.

                           (e) Section 2.9(a) of the Credit  Agreement is hereby
deleted in its entirety and replaced as follows:

                           The  principal  of the  Advances  and the  Term  Loan
                  outstanding  from time to time  during  any month  shall  bear
                  interest  (computed  on the basis of actual days  elapsed in a
                  360-day  year) at the Floating  Rate;  provided,  however,  if
                  there is not a then  existing  Event  of  Default  or  Default
                  Period, then from the first day
                                       -2-
<PAGE>
                  of the first month  following the receipt by the Lender of the
                  fiscal year end audited  financial  statements of the Borrower
                  complying with the provisions of Section 6.1(a) for the fiscal
                  year ending  December 31, 1997,  the principal of the Advances
                  and the Term Loan  outstanding  from time to time  shall  bear
                  interest at the  Incentive  Rate,  but only if such  financial
                  statements  show  a Net  Loss  of  $400,000.00  or  less;  and
                  provided,  further,  however,  in  the  event  such  financial
                  statements  show a Net Loss in  excess  of  $750,000.00,  then
                  effective  January 1, 1998,  the principal of the Advances and
                  the  Term  Loan  outstanding  from  time  to time  shall  bear
                  interest  at  the  Increased   Floating  Rate;  and  provided,
                  further,  however, that from the first day of any month during
                  which any Default  Period or Event of Default occurs or exists
                  at any time, in the Lender's  discretion  and without  waiving
                  any of its other  rights and  remedies,  the  principal of the
                  Advances and the Term Loan outstanding from time to time shall
                  bear  interest at the Default  Rate during the entire  Default
                  Period; and provided,  further,  however, that in any event no
                  rate change  shall be put into effect  which would result in a
                  rate greater than the highest rate permitted by law.  Interest
                  accruing on the principal balance of the Advances and the Term
                  Loan  outstanding  from time to time  shall be  payable on the
                  first day of each succeeding month and on the Termination Date
                  or earlier demand or prepayment in full.  The Borrower  agrees
                  that the interest  rate  contracted  for includes the interest
                  rate set forth herein plus any other charges or fees set forth
                  herein and costs and  expenses  incident  to this  transaction
                  paid by the  Borrower to the extent  same are deemed  interest
                  under applicable law.

                           (f) Section 6.1(a) of the Credit  Agreement is hereby
modified  to provide  that (i)  Borrower  must  deliver  its  audited  financial
statement  for the fiscal year ended  December  31, 1996 on or before  April 21,
1997,  and (ii) such audited  financial  statements  may contain a going concern
qualification  based solely upon Borrower's ability to obtain adequate financing
and funds in order to meet future obligations. These modifications apply only to
the delivery of  Borrower's  audited  financial  statements  for the fiscal year
ended  December 31, 1996.  For all future years,  Section 6.1(a) remains in full
force and effect, unmodified in any way.

                           (g) Section  6.12 of the Credit  Agreement  is hereby
deleted in its entirety and replaced as follows:

                           Section  6.12  Debt  Service   Coverage  Ratio.   The
                  Borrower  agrees  that it  shall,  as of the  last day of each
                  fiscal  quarter,  on and after  March 31,  1998,  maintain  an
                  average  minimum debt service  coverage  ratio (based upon the
                  period set forth below) as follows:


Quarter Ending                                 Debt Service Coverage
--------------                                 ---------------------
                                               Ratio
                                               -----

March 31, 1998                                 1.0 to 1 based upon the
                                               immediately preceding
                                               three month period

June 30, 1998                                  1.25 to 1 based upon the
                                               immediately preceding six
                                               month period

September 30, 1998                             1.25 to 1 based upon the
                                               immediately preceding
                                               nine month period

December 31, 1998 and on the                   1.25 to 1 based upon the
last day of each fiscal quarter                immediately preceding
thereafter                                     twelve month period


                           The debt service  coverage  ratio shall be calculated
                  according to the following formula:

        Funds from Operations + Interest Expense - Unfinanced Portion of
        ----------------------------------------------------------------
                              Capital Expenditures
                              --------------------
     Current Maturities Long-Term Debt (actually paid during the period) +
                                Interest Expense

                           (h) Section  6.13 of the Credit  Agreement  is hereby
deleted in its entirety and replaced as follows:

                           Section 6.13 Net Worth.  The Borrower  warrants that,
                  as of December  31, 1996  Borrower  had a minimum Net Worth of
                  not  less  than  $6,300,000.00,   less  a  dollar  for  dollar
                  reduction for amounts  associated  exclusively  with the write
                  off of Roxxi  acquisition  goodwill in Borrower's  1996 fiscal
                  year.

                           The Borrower  covenants that its minimum Net Worth as
                  of the end of each fiscal quarter, or month, as applicable, in
                  the 1997  fiscal  year  shall  decrease  by not more  than the
                  amounts set forth below as measured from the  Borrower's  1996
                  fiscal year end Net Worth.

                                            Cumulative Net Worth
                  Quarter/Month Ending      Increase (Decrease)
                  --------------------      -------------------
                  March 31, 1997            ($1,000,000.00)
                  June 30, 1997             ($1,600,000.00)
                  July 31, 1997             ($1,600,000.00)
                  August 31, 1997           ($1,600,000.00)
                  September 30, 1997        ($1,600,000.00)
                  October 31, 1997          ($1,600,000.00)
                                       -3-
<PAGE>
                  November 30, 1997         ($1,600,000.00)
                  December 31, 1997         ($1,600,000.00)

                           The Borrower  covenants that the minimum Net Worth as
                  of the end of each future fiscal  quarter end,  beginning with
                  the fiscal  quarter  ending March 31, 1998,  shall increase by
                  not less than (or, in the event a decrease is allowed for such
                  fiscal  quarter,  decrease  by not more than) the  amounts set
                  forth below as measured from the immediately  preceding fiscal
                  quarter ending Net Worth.

                                            Net Worth Increase
                  Quarter Ending            (Decrease)
                  --------------            ------------------
                  March 31                  ($300,000.00)
                  June 30                    $400,000.00
                  September 30               $150,000.00
                  December 31               ($250,000.00)

                           Notwithstanding  anything to the contrary,  beginning
                  with the fiscal year ending  December 31, 1998, and continuing
                  each fiscal year thereafter,  the Borrower's minimum Net Worth
                  as of the end of each  fiscal  year end shall  increase by not
                  less than  $300,000.00 over the Borrower's Net Worth as of the
                  end of the immediately preceding fiscal year end.

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

                           6.14  Net  Income.   The  Borrower   covenants   that
                  beginning  with the fiscal  quarter ending March 31, 1997, and
                  continuing  each fiscal quarter,  or month, as applicable,  in
                  the 1997 fiscal year  thereafter it shall achieve a cumulative
                  1997  fiscal  year Net Loss of not more than the  amounts  set
                  forth below:

                  Quarter Ending            Cumulative Net Loss
                  --------------            -------------------
                  March 31, 1997            ($1,000,000.00)
                  June 30, 1997             ($1,600,000.00)
                  July 31, 1997             ($1,600,000.00)
                  August 31, 1997           ($1,600,000.00)
                  September 30, 1997        ($1,600,000.00)
                  October 31, 1997          ($1,600,000.00)
                  November 30, 1997         ($1,600,000.00)
                  December 31, 1997         ($1,600,000.00)

                           The Borrower covenants that beginning with the fiscal
                  quarter  ending March 31,  1998,  and  continuing  each fiscal
                  quarter
                                       -4-
<PAGE>
                  thereafter,  it shall achieve a 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 of each fiscal year.

                  Quarter Ending            Net Income (Loss)
                  --------------            -----------------
                  March 31                  ($300,000.00)
                  June 30                    $400,000.00
                  September 30               $150,000.00
                  December 31               ($250,000.00)

                           Except as specifically provided above, prior to March
                  of 1998 there shall be no limitation as to the amount of a Net
                  Loss the  Borrower  shall be  allowed  to  sustain  in any one
                  month.  Notwithstanding  anything to the  contrary,  beginning
                  with March of 1998, and continuing for each month  thereafter,
                  the  Borrower  shall  not  suffer  a Net  Loss  in  excess  of
                  $100,000.00 in any one month.  Notwithstanding anything to the
                  contrary,  beginning with the fiscal year ending  December 31,
                  1998, and continuing each fiscal year thereafter, the Borrower
                  shall achieve a Net Income of not less than $300,000.00.

                           (j) Section  7.10 of the Credit  Agreement  is hereby
deleted in its entirety and replaced as follows:

                           7.10  Capital  Expenditures.  The  Borrower  will not
                  expend or  contract  to make  unfinanced  Capital  Expenditure
                  greater than (i) $250,000.00 in the aggregate  during the 1997
                  fiscal year, or (ii)  $800,000.00 in the aggregate  during any
                  fiscal  year  thereafter  for the  lease,  purchase  or  other
                  acquisition  of any  capital  asset,  or for the  lease of any
                  other asset, whether payable currently or in the future.

                   4. Except as specifically  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 thereunder.

                   5.  The  Borrower  agrees  to pay the  Lender  as of the date
hereof  a fully  earned,  non-refundable  fee in the  amount  of  $20,000.00  in
consideration of the execution by the Lender of this Amendment.

                   6. This  Amendment  shall be  effective  upon  receipt by the
Lender of an executed original hereof, together with each of the following, each
in substance and form acceptable to the Lender in its sole discretion:
                                       -5-
<PAGE>
                           (a)  Certificate  of the  Secretary  of the  Borrower
certifying as to (i) the  resolutions  of the board of directors of the Borrower
approving the execution and delivery of this  Amendment,  (ii) the fact that the
Articles of Incorporation  and Bylaws of the Borrower,  which were certified and
delivered to the Lender 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 as being  authorized to sign and to act on behalf of the
Borrower continue to be so authorized.

                   7. The Borrower hereby  represents and warrants to the Lender
as follows:

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

                           (b) The  execution,  delivery and  performance by the
Borrower of this Amendment have been duly authorized by all necessary  corporate
action and do not (i)  require  any  authorization,  consent or  approval by any
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign,  (ii) violate any  provision of any law, rule or regulation
or of any  order,  writ,  injunction  or  decree  presently  in  effect,  having
applicability  to the Borrower,  or the articles of  incorporation or by-laws of
the  Borrower,  or (iii) result in a breach of or constitute a default under any
indenture  or  loan  or  credit  agreement  or any  other  agreement,  lease  or
instrument to which the Borrower is a party or by which it or its properties may
be bound or affected.

                           (c)  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. 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. From the date of this Amendment forward,  Exhibit D of the
Credit  Agreement  shall be amended to comply with the  revisions  to the Credit
Agreement contained herein.

                  10. Except as specifically  set forth in Section 2 above,  the
execution of this Amendment and acceptance of any documents related hereto shall
not be deemed to be a waiver of any Default,  Event of Default or Default Period
under the  Credit  Agreement  or breach,  default or event of default  under any
Security Document or other document held by the Lender,  whether or not known to
the Lender and whether or not existing on the date of this Amendment.
                                       -6-
<PAGE>
                  11.  The  Borrower  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 has had, now has or
has made  claim to have  against  any such  person  for or by reason of any act,
omission,  matter,  cause or thing whatsoever arising from the beginning of time
to and including the date of this  Amendment,  whether such claims,  demands and
causes of action are matured or unmatured or known or unknown.

                  12. The Borrower  hereby  reaffirms  its  agreement  under the
Credit  Agreement  to pay or  reimburse  the  Lender on demand for all costs and
expenses  incurred by the Lender in connection  with the Credit  Agreement,  the
Security  Documents  and all other  documents  contemplated  thereby,  including
without  limitation  all  reasonable  fees and  disbursements  of legal counsel.
Without  limiting the  generality of the  foregoing,  the Borrower  specifically
agrees  to pay all fees and  disbursements  of  counsel  to the  Lender  for the
services  performed by such counsel in connection  with the  preparation of this
Amendment and the  documents and  instruments  incidental  hereto.  The Borrower
hereby  agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement,  or apply the proceeds of any loan, for the
purpose of paying any such fees,  disbursements,  costs and expenses and the fee
required under paragraph 5 hereof.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed as of the day and year first above written.

                                       ROYAL GRIP, INC., a Nevada corporation



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

                                       ROXXI, INC., a Nevada corporation



                                       By /s/ Thomas A. Schneider
                                         ---------------------------------
                                           Its   Secretary
                                              ----------------------------
                                       -7-
<PAGE>
                                       NORWEST BUSINESS CREDIT, INC., a
                                           Minnesota corporation



                                       By /s/ Scott Schryver
                                         ---------------------------------
                                           Its Vice-President
                                              ----------------------------
                                       -8-