FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

     This  Amendment,  dated as of August 3, 2000,  is made by and between ROYAL
GRIP,  INC., a Nevada  corporation,  and ROYAL GRIP HEADWEAR  COMPANY,  a Nevada
corporation  (collectively,  jointly and severally,  the "Borrower"),  and WELLS
FARGO BUSINESS CREDIT, INC., a Minnesota corporation,  formerly known as Norwest
Business Credit, Inc. (the "Lender").

                                    Recitals

     The Borrower  and the Lender have  entered  into that  certain  Amended and
Restated  Credit and Security  Agreement dated as of October 9, 1998, as amended
by that  certain  Amendment  to an Amended  and  Restated  Credit  and  Security
Agreement  and  Waiver of  Defaults  dated  March 16,  1999,  as amended by that
certain Second  Amendment to Amended and Restated Credit and Security  Agreement
and Waiver of Defaults  dated April 13,  1999 as amended by that  certain  Third
Amendment to Credit and Security  Agreement  dated November 10, 1999, as amended
by that certain Fourth  Amendment to Amended and Restated Credit Agreement dated
March 24, 2000, (collectively,  the "Credit Agreement").  Capitalized terms used
in these recitals have the meanings given to them in the Credit Agreement unless
otherwise specified.

     The Borrower has  requested  that certain  amendments be made to the Credit
Agreement,  which  the  Lender  is  willing  to make  pursuant  to the terms and
conditions set forth herein.

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

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

     2. AMENDMENTS. The Credit Agreement is hereby amended as follows:

          (a)  Section  7.10 of the  Credit  Agreement  is  hereby  deleted  and
replaced as follows:

               CAPITAL EXPENDITURES. Royal Grip, Royal Headwear and the Covenant
               Entities will not incur or contract to incur Capital Expenditures
               in the aggregate of more than (i) $2,200,000.00 during Borrower's
               2000 fiscal year, and (ii)  $2,000,000.00  during any fiscal year
               thereafter.  In  addition,  Royal Grip,  Royal  Headwear  and the
               Covenant  Entities  will not incur or contract  to incur  Capital
               Expenditures  paid with working  capital in the aggregate of more
               than (i)  $2,200,000.00  during  Borrower's 2000 fiscal year, and
               (ii) $1,250,000.00 during any fiscal year thereafter.

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     3. NO OTHER CHANGES. Except as explicitly amended by this Amendment, all of
the terms and conditions of the Credit  Agreement shall remain in full force and
effect and shall apply to any advance or letter of credit thereunder.

     4. CONDITIONS PRECEDENT.  This Amendment shall be effective when the Lender
shall have  received  an executed  original  hereof,  together  with each of the
following,  each in  substance  and form  acceptable  to the  Lender in its sole
discretion:

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

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

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

     5.  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 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.

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     6.  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.

     7. NO  WAIVER.  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 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.

     8. RELEASE. The Borrower,  and each 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.

     9. 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.

     10.  MISCELLANEOUS.  This Amendment and the Acknowledgment and Agreement of
Guarantors 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.


                                        WELLS FARGO BUSINESS CREDIT, INC.


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

                                        Its Assistant Vice President
                                            ------------------------------------


                                        ROYAL GRIP, INC., a Nevada corporation


                                        By /s/ Kevin L. Neill
                                           -------------------------------------

                                        Its Chief Financial Officer
                                            ------------------------------------


                                        ROYAL GRIP HEADWEAR COMPANY,
                                        a Nevada corporation


                                        By /s/ Kevin L. Neill
                                           -------------------------------------

                                        Its Chief Financial Officer
                                            ------------------------------------

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                    ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

     The  undersigned,  a guarantor of the indebtedness of Royal Grip, Inc., and
Royal Grip Headwear Company, each Nevada corporations (collectively, jointly and
severally, the "Borrowers") to Wells Fargo Business Credit, Inc., formerly known
as 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 8 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/ Kevin L. Neill
                                           -------------------------------------

                                        Its Chief Financial Officer
                                            ------------------------------------

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