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                                                                   Exhibit 10.28



                              AMENDMENT NO. 1 TO
                          CHANGE OF CONTROL AGREEMENT



     This Amendment modifies that certain Change of Control Agreement dated June
1, 1997, between Coyote Sports, Inc., a Nevada corporation, with its principle
offices located at 2291 Arapahoe Avenue, Boulder, CO 80302 (hereinafter the
"Company"), and James M. Probst, residing at 5455 South Simms Way, Littleton,
Colorado 80217 (hereinafter the "Officer").

     The parties agrees that the following sections shall be amended:

     Section 1(a) Definitions shall read as follows:

     1.   Definitions.  For purposes of this Agreement, the following terms
          shall have the meanings set forth below:

     (a)  For the purposes of this Agreement, a "Change of Control" shall be
          deemed to have occurred if (a) any "person" or "group" (within the
          meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act
          of 1934) other than a trustee or other fiduciary holding securities
          under an employee benefit plan of the Company, beneficially owns 30%
          or more of the Company's voting common stock; or, (b) at any time
          during the period of three consecutive years (not including any period
          prior to the date hereof), individuals who at the beginning of such
          period constitute the Board (and any new director whose election by
          the Board or whose nomination for election by the Company's
          stockholders were approved by a vote of at least two-thirds of the
          directors then still in office who either were directors at the
          beginning of such period or whose election or nomination for election
          was previously so approved) cease for any reason to constitute a
          majority thereof; or (c) the stockholders of the Company approve a
          merger or consolidation of the Company with any other corporation,
          other than a merger or consolidation in which both (i) a majority of
          the directors of the surviving entity were directors of the Company
          prior to such consolidation or merger, and (ii) which would result in
          the voting securities of the Company outstanding immediately prior
          thereto continue to represent (either by remaining outstanding or by
          being changed into voting securities of the surviving entity) at least
          51% of the combined voting power of the voting securities of the
          surviving entity outstanding immediately after such merger or
          consolidation; or (d) the stockholders approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets.
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Section 2 Severance Benefits shall read as follows:


     2.   Severance Benefits. In the event there is a Termination Following a
          Change of Control, the Officer shall be entitled to the following
          severance benefits for a period of 24 months after the Termination
          Date.  Benefits shall continue for the 24 month severance period.


All other provisions of the Change of Control Agreement dated June 1, 1997,
shall remain in effect.

     THE OFFICER:                   THE COMPANY:
                                    Coyote Sports, Inc.

     /s/ Jim Probst                 By: /s/ Mel Stonebraker
     ---------------------             --------------------------------
     Jim Probst                         Mel Stonebraker, CEO