EXHIBIT 10.16

    FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND
                               WAIVER OF DEFAULTS

     This  Amendment,  dated as of March 16, 1999,  is made by and between ROYAL
GRIP,  INC.,  a Nevada  corporation,  and  ROXXI,  INC.,  a  Nevada  corporation
(collectively,  jointly and severally,  the  "Borrower"),  and NORWEST  BUSINESS
CREDIT, INC., a Minnesota corporation (the "Lender").

                                    Recitals

     The  Borrower  and the Lender have  entered  into an Amended  and  Restated
Credit  and  Security  Agreement  dated  as of  October  9,  1998  (the  "Credit
Agreement"). Capitalized terms used in these recitals have the meanings given to
them in the Credit Agreement unless otherwise specified.

     Roxxi, Inc., a Nevada  corporation  ("Roxxi") has entered into that certain
Asset  Purchase  Agreement  dated  March  11,  1999,  with Big  Play,  Inc.  The
transaction  evidenced  by  such  Agreement  is  referred  to as the  "Equipment
Transaction".

     Roxxi has entered into that certain Asset Purchase Agreement dated February
26,  1999,  with  Paramount  Headwear,  Inc. The  transaction  evidenced by such
Agreement is referred to as the "Trademark Transaction".

     The consummation of the Equipment Transaction and the Trademark Transaction
will violate Section 7.3, 7.6 and 7.15 of the Credit Agreement (the "Transaction
Defaults").

     Borrower has requested that Lender waive the Transaction Defaults.  Lender,
although  under no  obligation  to do so,  has  agreed to waive the  Transaction
Defaults, subject to the terms of this Amendment.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements herein contained, it is agreed as follows:

     1.  DEFINED  TERMS.  Capitalized  terms  used in this  Amendment  which are
defined in the Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein.

     2.  AMENDMENT.  The Credit  Agreement  is hereby  amended by  deleting  the
definition of Borrowing Base  contained in Section 1.1 of the Credit  Agreement,
and replacing it as follows:

     "Borrowing Base" means, at any time the lesser of:

          (a)  the Maximum Line; or

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          (b)  subject  to  change  from  time  to  time  in the  Lender's  sole
               discretion, the sum of:

               (A)  the  lesser  of  (x)  80%  of  Eligible  Accounts,   or  (y)
                    $1,500,000.00, plus

               (B)  the lesser of (x) 60% of Eligible Royal Grip  Inventory,  or
                    (y) $600,000.00.

     3. NO OTHER  CHANGES.  Except as  modified  by Section 2 above,  all of the
terms and  conditions  of the Credit  Agreement  shall  remain in full force and
effect and shall apply to any Advance thereunder.

     4. WAIVER OF  DEFAULTS.  Upon the terms and subject to the  conditions  set
forth in this Amendment, the Lender hereby waives the Transaction Defaults. This
waiver shall be effective  only in this  specific  instance and for the specific
purpose for which it is given, and this waiver shall not entitle the Borrower to
any other or further waiver in any similar or other circumstances.

     5.  CONDITIONS  PRECEDENT.  This  Amendment,  and the  waiver  set forth in
Paragraph 4 hereof,  shall be effective when the Lender is satisfied that, after
giving  effect  to  the  collateral  release  contemplated  by  Section  6,  the
outstanding  Revolving  Advances  to the  Borrower  will not be in excess of the
Borrowing  Base and Lender shall have received an executed  original  hereof (or
copy in Lender's  discretion),  of each of the following,  each in substance and
form acceptable to the Lender in its sole discretion:

          (a) Receipt by the Lender of the  $300,000.00  portion of the purchase
price  (the   "Proceeds")   payable  by  Big  Play,  Inc.  under  the  Equipment
Transaction;

          (b) An  assignment of proceeds,  executed by the  purchaser  under the
Trademark  Transaction whereby,  among other things, the purchaser  acknowledges
that all amounts owed to Roxxi have been assigned to Lender;

          (c) The Acknowledgment and Agreement of Guarantor set forth at the end
of this Amendment, duly executed by the Guarantor;

          (d)  Certificates of the Secretaries of the entities  constituting the
Borrower  certifying as to (i) the resolutions of the boards of directors of the
entities  constituting the Borrower approving the execution and delivery of this
Amendment,  (ii) the fact that the articles of  incorporation  and bylaws of the
entities  constituting  the Borrower,  which were certified and delivered to the
Lender pursuant to the  Certificates of Authority dated as of October 9, 1998 in
connection with the execution and delivery of the Credit  Agreement  continue in
full force and effect and have not been amended or otherwise  modified except as
set forth in the  Certificates  to be delivered,  and (iii)  certifying that the
officers  and agents of the  Borrower  who have been  certified  to the  Lender,
pursuant to the  Certificates of Authority dated as of October 9, 1998, as being
authorized  to sign  and to act on  behalf  of the  Borrower  continue  to be so
authorized  or setting  forth the sample  signatures of each of the officers and
agents of the  entities  constituting  the  Borrower  authorized  to execute and
deliver this Amendment and all other  documents,  agreements and certificates on
behalf of the entities constituting the Borrower;

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          (e) Final fully executed Agreements, including exhibits, applicable to
the Equipment Transaction and the Trademark Transaction;

          (f) Such other matters as the Lender may require.

     6. TERMINATIONS.  Upon the satisfaction of the conditions  precedent to the
effectiveness of this Amendment,  Lender shall terminate its security  interests
in Roxxi's  work-in-process and raw materials  Inventory,  Roxxi's Equipment and
other personal  property used in connection with the  embroidering  business and
the assets being conveyed pursuant to the Trademark Transaction.

     7. FIRST TERM ADVANCE  PAYOFF.  Borrower hereby directs Lender to apply the
Proceeds to pay down the First Term Advance.  Borrower further directs Lender to
make a Revolving  Advance in an amount sufficient to fully prepay the First Term
Advance.  Borrower  acknowledges  that prepayment of the First Term Advance will
result in a prepayment  fee of  $12,360.00.  Borrower  directs  Lender to make a
Revolving Advance in the amount of $12,360.00 to pay such prepayment fee.

     8.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower  hereby  represents and
warrants to the Lender as follows:

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

          (b) The  execution,  delivery and  performance by the Borrower of this
Amendment has been duly authorized by all necessary  corporate action and 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 bylaws  of the  entities
constituting  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 entities  constituting the Borrower are a party
or by which it or their properties may be bound or affected;

          (c) All of the representations and warranties  contained in 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.

     9.  REFERENCES.  All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby;  and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby.

     10.  NO OTHER  WAIVER.  Except  as set forth in  Paragraph  4  hereof,  the
execution of this Amendment and acceptance of any documents related hereto shall
not be deemed to be a waiver  of any  Default  or Event of  Default  or  Default

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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.

     11. RELEASE. The Borrower and the Guarantor,  by signing the Acknowledgment
and  Agreement  of  Guarantor  set  forth  below,  each  hereby  absolutely  and
unconditionally  releases  and forever  discharges  the Lender,  and any and all
participants,   parent   corporations,   subsidiary   corporations,   affiliated
corporations,  insurers,  indemnitors,  successors and assigns thereof, together
with all of the present and former directors,  officers, agents and employees of
any of the  foregoing,  from any and all claims,  demands or causes of action of
any  kind,  nature  or  description,  whether  arising  in law or equity or upon
contract  or tort or under  any state or  federal  law or  otherwise,  which the
Borrower or such  Guarantor  has had,  now has or has made claim to have against
any such person for or by reason of any act,  omission,  matter,  cause or thing
whatsoever  arising from the beginning of time to and including the date of this
Amendment,  whether  such  claims,  demands  and causes of action are matured or
unmatured or known or unknown.

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

     13.  MISCELLANEOUS.  This Amendment and the Acknowledgment and Agreement of
Guarantor may be executed in any number of  counterparts,  each of which when so
executed  and   delivered   shall  be  deemed  an  original  and  all  of  which
counterparts, taken together, shall constitute one and the same instrument.

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

                                          NORWEST BUSINESS CREDIT, INC.


                                          By /s/ Clifton Moschnik
                                             -----------------------------------

                                          Its Business Banking Officer
                                              ----------------------------------

                                          ROYAL GRIP, INC., a Nevada corporation


                                          By /s/ Thomas Schneider
                                             -----------------------------------

                                          Its President
                                              ----------------------------------

                                          ROXXI, INC., a Nevada corporation


                                          By /s/ Thomas Schneider
                                             -----------------------------------

                                          Its /s/ President
                                              ----------------------------------

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                    ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

     The  undersigned,  a guarantor of the indebtedness of Royal Grip, Inc., and
Roxxi, Inc., each Nevada corporations (collectively,  jointly and severally, the
"Borrowers")  to Norwest  Business  Credit,  Inc. (the  "Lender")  pursuant to a
Guaranty dated as of October 9, 1998 (the  "Guaranty"),  hereby (i) acknowledges
receipt  of the  foregoing  Amendment;  (ii)  consents  to the terms  (including
without  limitation  the release set forth in paragraph 11 of the Amendment) and
execution thereof; (iii) reaffirms its obligations to the Lender pursuant to the
terms of its Guaranty; and (iv) acknowledges that the Lender may amend, restate,
extend,  renew or otherwise  modify the Credit Agreement and any indebtedness or
agreement of the Borrower,  or enter into any agreement or extend  additional or
other credit  accommodations,  without notifying or obtaining the consent of the
undersigned  and without  impairing the liability of the  undersigned  under the
Guaranty  for all of the  Borrowers'  present  and  future  indebtedness  to the
Lender.

                                          ROYAL PRECISION, INC.,
                                            a Delaware corporation


                                          By /s/ Thomas Schneider
                                             -----------------------------------

                                          Its President
                                              ----------------------------------

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