THIRD AMENDMENT TO CREDIT AND
                               SECURITY AGREEMENT

     This  Amendment,  dated as of March 24,  2000,  is made by and  between  FM
PRECISION GOLF  MANUFACTURING  CORP., a Delaware  corporation,  and FM PRECISION
GOLF SALES CORP., a Delaware 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 a Credit  and  Security
Agreement  dated as of October 9, 1998, as amended by that certain  Amendment to
Credit and Security  Agreement  and Waiver of Defaults  dated April 13, 1999, as
amended by that certain Second Amendment to Credit and Security  Agreement dated
November 10, 1999 (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) The definition of "Advance" contained in Section 1.1 of the Credit
Agreement is hereby deleted and replaced as follows:

               "Advance"  means a  Revolving  Advance,  the Term  Advance or the
               Capital Expenditures Advance.

          (b) The definition of "Borrowing Base" contained in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety and replaced as follows:

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

               (a) the Maximum Line; or

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

                    (A) the  lesser  of (x)  85% of  Eligible  Accounts,  or (y)
                    $5,000,000.00, plus

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<PAGE>
                    (B) the lesser of (x) 60% of Eligible  Inventory  (exclusive
                    of Eligible Raw Materials  Inventory),  or (y) $2,500,000.00
                    from  March  1  through   September  30  of  each  year  and
                    $3,500,000.00  from October 1 of each year through  February
                    28 of each subsequent year, plus

                    (C)  the  lesser  of  (x)  50%  of  Eligible  Raw  Materials
                    Inventory,   or  (y)  $2,500,000.00  from  March  1  through
                    September 30 of each year and  $3,500,000.00  from October 1
                    of each year through  February 28 of each  subsequent  year,
                    plus

                    (D) an overadvance  in the amount not to exceed  $500,000.00
                    (the "Overadvance  Limit),  which Overadvance Limit shall be
                    automatically  reduced  by  $100,000.00  on each of April 1,
                    2000, May 1, 2000, June 1, 2000, July 1, 2000, and August 1,
                    2000.  On or after  August 1, 2000,  the  Overadvance  Limit
                    shall be equal to $0.00.

          (c) The  definition  of "Debt  Service  Coverage  Ratio"  contained in
Section 1.1 of the Credit Agreement is hereby deleted and replaced as follows:

               "Debt Service  Coverage  Ratio" means the ratio of (i) the sum of
               (A) Funds from  Operations  plus  (estimated  taxes less cash tax
               payments) plus (B) Interest Expense minus (C) unfinanced  portion
               of Capital Expenditures to (ii) the sum of (A) Current Maturities
               of Long Term Debt  (actually  paid  during the  period)  plus (B)
               Interest Expense.

          (d)  The  percentage  "25%"  contained  in  subsection  (xiv)  of  the
definition  of  "Eligible  Accounts"  contained  in  Section  1.1 of the  Credit
Agreement is hereby deleted and replaced with the percentage "50%".

          (e) The  definition  of "Note"  contained in Section 1.1 of the Credit
Agreement is hereby deleted and replaced as follows:

               "Note"  means the  Revolving  Note,  the Term Note or the Capital
               Expenditures Note, and "Notes" means the Revolving Note, the Term
               Note and the Capital Expenditures Note.

          (f) There is hereby added to Section 1.1 of the Credit Agreement a new
definition for "Capital Expenditures Advance" which provides as follows:

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<PAGE>
               "Capital  Expenditures  Advance"  has the  meaning  specified  in
               Section 2.6.2.

          (g) There is hereby added to Section 1.1 of the Credit Agreement a new
definition for "Capital Expenditures Note" which provides as follows:

               "Capital Expenditures Note" means the Borrower's promissory note,
               payable to the order of the Lender in  substantially  the form of
               Exhibit B-2 hereto and any note or notes  issued in  substitution
               therefor,  as the same may hereafter be amended,  supplemented or
               restated from time to time.

          (h)  Section  2.6 of the  Credit  Agreement  is hereby  renumbered  as
Section  2.6.1  and each  reference  to  Section  2.6  contained  in the  Credit
Agreement is hereby deleted and replaced with a reference to Section 2.6.1.

          (i) There is hereby added a new Section 2.6.2 to the Credit  Agreement
which provides as follows:

               Section 2.6.2 Capital Expenditures Advance.

                    (a) The  Lender  agrees,  on the  terms and  subject  to the
               conditions herein set forth (including without limitation Section
               4.2 and 4.3 below), to make a one time  non-revolving  advance to
               the   Borrower  in  the  amount   equal  to  the  lesser  of  (i)
               $400,000.00; or (ii) the Lendable Cost, as hereafter defined (the
               "Capital Expenditures Advance").

                    (b)  The   Borrower's   obligation   to  pay   the   Capital
               Expenditures   Advance   shall  be   evidenced   by  the  Capital
               Expenditures  Note and  shall be  secured  by the  Collateral  as
               provided in Article III.

                    (c)  The  request  for  the   disbursement  of  the  Capital
               Expenditures  Advance  shall  be  by  an  individual   authorized
               pursuant to Section 2.1(a).

                    (d) Upon fulfillment of the applicable  conditions set forth
               in Section 4.2 and 4.3,  the Lender  shall apply the  proceeds of
               the Capital  Expenditures  Advance by  crediting  the same to the
               Borrower's  demand  deposit  account  specified in Section 2.1(b)
               unless  the  Lender and the  Borrower  shall  agree in writing to
               another manner of disbursement.  Upon the Lender's  request,  the
               Borrower  shall promptly  confirm the telephonic  request for the

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<PAGE>
               Capital  Expenditures  Advance by  executing  and  delivering  an
               appropriate  confirmation certificate to the Lender. The Borrower
               shall be  obligated  to repay the  Capital  Expenditures  Advance
               notwithstanding the Lender's failure to receive such confirmation
               and  notwithstanding the fact that the person requesting the same
               was not in fact  authorized to do so. The request for the Capital
               Expenditures  Advance,  whether  written or telephonic,  shall be
               deemed to be a representation by the Borrower that the conditions
               set forth in Section  4.2 and 4.3 have been  satisfied  as of the
               time of the request.

          (j)  Section  2.7 of the  Credit  Agreement  is hereby  renumbered  as
Section  2.7.1  and each  reference  to  Section  2.7  contained  in the  Credit
Agreement is hereby deleted and replaced with a reference to Section 2.7.1.

          (k) There is hereby added a new Section 2.7.2 to the Credit  Agreement
which provides as follows:

               Section  2.7.2  Payment  of  Capital   Expenditures   Note.   The
               outstanding  principal  balance of the Capital  Expenditures Note
               shall be due and payable as follows:

                    (a)  Beginning  on the  first day of the  first  full  month
               following the  disbursement of the Capital  Expenditures  Advance
               and on the first day of each month  thereafter  in equal  monthly
               installments  in an  amount  sufficient  to  fully  amortize  the
               Capital Expenditures Advance over an assumed term of 60 months;

                    (b) On the  Termination  Date,  the entire unpaid  principal
               balance of the Capital Expenditures Note, and all unpaid interest
               accrued thereon, shall in any event be due and payable.

          (l)  Subsection  (b) of Section 2.8 of the Credit  Agreement is hereby
deleted and replaced as follows:

               (b) TERM NOTE/CAPITAL  EXPENDITURES  NOTE. Except as set forth in
               Sections  2.8(d),  2.8(f) and 2.8(g),  the outstanding  principal
               balance  of each of the Term  Note and the  Capital  Expenditures
               Note shall bear interest at the Term Floating Rate.

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<PAGE>
          (m)  Section  2.12 of the  Credit  Agreement  is  hereby  deleted  and
replaced as follows:

               Section 2.12 VOLUNTARY PREPAYMENT; REDUCTION OF THE MAXIMUM LINE;
               TERMINATION  OF THE CREDIT  FACILITY BY THE  BORROWER.  Except as
               otherwise  provided herein, the Borrower may prepay the Revolving
               Advances  in whole at any time or from time to time in part.  The
               Borrower may prepay the Term Advance and the Capital Expenditures
               Advance  (other than in  accordance  with  Section  2.7.1(a)  and
               2.7.2(a)),  and  terminate  the  Credit  Facility  or reduce  the
               Maximum  Line at any time if it (i) gives the  Lender at least 30
               days'  prior  written   notice  and  (ii)  pays  the  Lender  the
               prepayment, termination or line reduction fees in accordance with
               Section 2.13.  Any prepayment of the Term Advance and the Capital
               Expenditure  Advance  (other  than  in  accordance  with  Section
               2.7.1(a)  and  2.7.2(a)) or reduction in the Maximum Line must be
               in an amount not less than  $250,000.00  or an integral  multiple
               thereof. No reduction of the Maximum Line shall in any way affect
               the Minimum Interest Charges. If the Borrower reduces the Maximum
               Line to  zero,  all  Obligations  shall  be  immediately  due and
               payable. Any partial prepayments of the Term Note and the Capital
               Expenditures Note (other than in accordance with Section 2.7.1(a)
               and  2.7.2(a))  shall be applied to  principal  payments  due and
               owing in inverse order of their  maturities.  Upon termination of
               the  Credit   Facility  and  payment  and   performance   of  all
               Obligations,  the Lender shall  release or terminate the Security
               Interest  and the  Security  Documents  to which the  Borrower is
               entitled by law.

          (n)  Section  2.13(b) of the Credit  Agreement  is hereby  deleted and
replaced as follows:

               (b) PREPAYMENT FEES. If the Term Note or the Capital Expenditures
               Note are  prepaid as of a date other than the  Maturity  Date for
               any reason  except in  accordance  with Section 2.7, the Borrower
               shall pay to the Lender a fee in an amount  equal to a percentage
               of the  amount  prepaid as  follows:  (i) three  percent  (3%) if
               prepayment  occurs  on or before  September  30,  2000;  (ii) two
               percent (2%) if prepayment occurs after September 30, 2000 but on
               or before  September  30,  2001;  and (iii) one  percent  (1%) if
               prepayment occurs after September 30, 2001.

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<PAGE>
          (o)  Section  2.14 of the  Credit  Agreement  is  hereby  deleted  and
replaced as follows:

               Section 2.14 Mandatory  Prepayment.  Without notice or demand, if
               the sum of the  outstanding  principal  balance of the  Revolving
               Advances  plus  the L/C  Amount  shall  at any  time  exceed  the
               Borrowing Base, the Borrower shall (i) first,  immediately prepay
               the Revolving  Advances to the extent necessary to eliminate such
               excess;  and (ii) if prepayment in full of the Revolving Advances
               is  insufficient  to eliminate such excess,  pay to the Lender in
               immediately available funds for deposit in the Special Account an
               amount equal to the remaining excess. Any payment received by the
               Lender  under  this  Section  2.14 or under  Section  2.12 may be
               applied to the Obligations,  in such order and in such amounts as
               the Lender,  in its discretion,  may from time to time determine;
               provided  that  any  prepayment  under  Section  2.12  which  the
               Borrower  designates as a partial  prepayment of the Term Note or
               the  Capital  Expenditures  Note shall be  applied  to  principal
               installments of the Term Note or the Capital  Expenditures  Note,
               as  applicable,  in inverse  order of  maturity.  For each day or
               portion  thereof  that the  Revolving  Advances  shall exceed the
               Borrowing   Base,  the  Borrower  shall  pay  to  the  Lender  an
               overadvance  charge (which charge shall be in addition to and not
               in  lieu  of any  other  interest,  fees or  charges  payable  by
               Borrower  hereunder) in the amount of $100.00;  provided however,
               that if such day occurs during a Default Period,  the overadvance
               charge for such day shall be $200.00.

          (p) There is hereby  added a new Section  4.3 to the Credit  Agreement
which provides as follows:

               Section 4.3 CONDITIONS  PRECEDENT TO  DISBURSEMENT OF THE CAPITAL
               EXPENDITURES  ADVANCE.  The  obligation of the Lender to make the
               disbursement of the Capital Expenditures Advance shall be subject
               to the further conditions precedent:

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<PAGE>
                    (a)  The  request  for  the   disbursement  of  the  Capital
               Expenditure  Advance is made on or before the  earlier of May 31,
               2001 or the Termination Date;

                    (b) Lender's prior review and approval of the  documentation
               supporting the Borrower's Capital Expenditures, including but not
               limited  to  invoices  and  shipping   documents,   and  Lender's
               determination  (i) that such  purchase  is made by Borrower in an
               arms-length  transaction with a reputable  dealer,  and (ii) that
               such  purchase is for an item  approved by the Lender in its sole
               discretion;

                    (c) The amount of the  disbursement is less than or equal to
               80% of the invoice  cost of Capital  Expenditures,  exclusive  of
               cost of  installation,  set-up costs,  taxes,  shipping and other
               non-purchase price costs (the "Lendable Cost"); and

                    (d) Lender shall have a first  priority  perfected  security
               interest in all  equipment  purchased  with  disbursement  of the
               Capital Expenditures Advance.

          (q)  Section  6.1(c) of the Credit  Agreement  is hereby  deleted  and
replaced as follows:

               (c)  within  15 days  after the end of the  month,  agings of the
               Borrower's  accounts  receivable and its accounts  payable and an
               inventory  certification  report  as at the  end of  such  month,
               provided  however,  in the event that Advances are made under the
               Overadvance Limit, the Borrower shall submit inventory ineligible
               certifications  and  associated  inventory  reports  on a  weekly
               basis.  The  obligation to submit such weekly reports shall cease
               at such time as there have been no Advances outstanding under the
               Overadvance  Limit for 30 consecutive  days. The weekly reporting
               requirement  shall be  reinstated in the event that at some point
               in the future, Advances are made under the Overadvance Limit.

          (r)  Section  6.12 of the  Credit  Agreement  is  hereby  deleted  and
replaced as follows:

               DEBT SERVICE COVERAGE RATIO. The Borrower  covenants that FMM and
               FMS and the Covenant  Entities  shall, as of the last day of each

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<PAGE>
               fiscal  quarter,  on and after  February  29,  2000,  maintain  a
               consolidated  average minimum debt service  coverage ratio (based
               upon the period set forth below) as follows:


               Quarter Ending             Debt Service Coverage Ratio

                                          .15 to 1 based upon the immediately
               February 29, 2000          preceding nine month period

                                          .50 to 1 based upon the immediately
               May 31, 2000               preceding twelve month period

                                          .75 to 1 based upon the immediately
               August 31, 2000            preceding three month period

                                          .50 to 1 based upon the immediately
               November 30, 2000          preceding six month period

                                          .50 to 1 based upon the immediately
               February 28, 2001          preceding nine month period

                                          1.0 to 1 based upon the immediately
               May 31, 2001               preceding twelve month period

               August 31, 2001 and each   1.0 to 1 based upon the immediately
               August 31 thereafter       preceding three month period

               November 30, 2001 and      .75 to 1 based upon the immediately
               each November 30           preceding six month period
               thereafter

               February 28, 2002 and      .75 to 1 based upon the immediately
               each February 28           preceding nine month period
               thereafter

               May 31, 2002 and each      1.05 to 1 based upon the immediately
               May 31 thereafter          preceding twelve month period

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

                                       8
<PAGE>
               CAPITAL  EXPENDITURES.  During each fiscal year, FMM, FMS and the
               Covenant  Entities  will not incur or contract  to incur  Capital
               Expenditures  in the  aggregate  of more than  $2,000,000.00.  In
               addition,  FMM, FMS and the Covenant  Entities  will not incur or
               contract to incur Capital  Expenditures paid with working capital
               in the  aggregate of more than  $1,900,000.00  during  Borrower's
               2000  fiscal  year  or  $1,250,000.00   during  any  fiscal  year
               thereafter.

     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.  FEES.  The  Borrower  shall  pay  the  Lender  the  following  fees  in
consideration of the Lender's execution of this Amendment:

          (a) An  origination  fee  equal  in  amount  to  0.5%  of the  Capital
Expenditures  Advance,  which fee shall be due and payable upon the disbursement
of the Capital Expenditures Advance.

          (b)  An   accommodation   fee  in  the  amount  of  $2,500.00,   which
accommodation  fee shall be due and payable upon the Lender's  execution of this
Amendment.

          (c) Additional accommodation fees shall be charged as follows:

                                Overadvance
               Amount of Fee     Threshold         Date Due and Payable
               -------------     ---------         --------------------
               $250.00          $250,000.00    The date at which the Advances
                                               outstanding under the Overadvance
                                               Limit are in excess of the
                                               Overadvance Threshold.

               $250.00          $300,000.00    The date at which the Advances
                                               outstanding under the Overadvance
                                               Limit are in excess of the
                                               Overadvance Threshold.

               $250.00          $350,000.00    The date at which the Advances
                                               outstanding under the Overadvance
                                               Limit are in excess of the
                                               Overadvance Threshold.

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<PAGE>
                                Overadvance
               Amount of Fee     Threshold         Date Due and Payable
               -------------     ---------         --------------------
               $250.00          $400,000.00    The date at which the Advances
                                               outstanding under the Overadvance
                                               Limit are in excess of the
                                               Overadvance Threshold.

               $250.00          $450,000.00    The date at which the Advances
                                               outstanding under the Overadvance
                                               Limit are in excess of the
                                               Overadvance Threshold.

               The fees  detailed in this Section 4(c) are onetime fees only. By
               way of example, in the event that the Advances  outstanding under
               the  Overadvance  Limit  are  $251,000.00,  a  $250.00  fee would
               immediately be due and payable. If thereafter, the Advances under
               the  Overadvance  Limit are reduced  below  $250,000.00  and then
               again rise above $250,000.00, no fee would be owed.

     5. 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 Capital Expenditures Note substantially in the form of Exhibit
B-2 hereto,  duly executed on behalf of the Borrower (the "Capital  Expenditures
Note").

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

          (c) 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

                                       10
<PAGE>
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.

          (d) An opinion of the  Borrower's  counsel as to the matters set forth
in  paragraphs  6(a) and 6(b) hereof and as to such other  matters as the Lender
shall require.

          (e) Payment of the fees as required in Paragraph 4.

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

     6.  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  the  Capital  Expenditures  Note  and  to  perform  all  of  its
obligations hereunder, and this Amendment and the Capital Expenditures Note have
been duly executed and delivered by the Borrower and constitute 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  and the Capital  Expenditures  Note 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.

     7.  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.

     8. NO WAIVER. The execution of this Amendment and acceptance of the Capital
Expenditures  Note and 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.

     9. 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

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<PAGE>
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.

     10. 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 and the fees
required under Paragraph 4 hereof.

     11.  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.

     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


                                         FM PRECISION GOLF MANUFACTURING CORP.,
                                         a Delaware corporation


                                         By /s/ Thomas Schneider
                                            ------------------------------------
                                            Its President


                                         FM PRECISION GOLF SALES CORP.,
                                         a Delaware corporation


                                         By /s/ Thomas Schneider
                                            ------------------------------------
                                            Its President

                                       12
<PAGE>
                    ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

     The  undersigned,  a guarantor of the  indebtedness  of FM  Precision  Golf
Manufacturing   Corp.,  and  FM  Precision  Golf  Sales  Corp.,   each  Delaware
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  9 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

                                       13
<PAGE>
                                   EXHIBIT B-2

                            CAPITAL EXPENDITURES NOTE

$400,000.00                                                     Phoenix, Arizona

                                                              ____________, 2000

     For value received, the undersigned, FM PRECISION GOLF MANUFACTURING CORP.,
a  Delaware  corporation,   and  FM  PRECISION  GOLF  SALES  CORP.,  a  Delaware
corporation (collectively,  jointly and severally,  "Borrower"),  hereby jointly
and severally  promise to pay on the Termination Date under the Credit Agreement
(defined below), to the order of WELLS FARGO BUSINESS CREDIT,  INC., a Minnesota
corporation (the "Lender"),  at its main office in Phoenix,  Arizona,  or at any
other place designated at any time by the holder hereof,  in lawful money of the
United States of America and in immediately  available  funds, the principal sum
of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) or, if less, the aggregate unpaid
principal amount of all Capital Expenditures  Advances made by the Lender to the
Borrower under the Credit  Agreement  (defined  below) together with interest on
the principal amount hereunder  remaining unpaid from time to time,  computed on
the basis of the actual number of days elapsed and a 360-day year, from the date
hereof  until  this  Note is fully  paid at the rate from time to time in effect
under the Credit and Security  Agreement  dated October 9, 1998, as amended from
time to time (as the same may  hereafter  be further  amended,  supplemented  or
restated from time to time,  the "Credit  Agreement")  by and between the Lender
and the Borrower.  The principal  hereof and interest  accruing thereon shall be
due and payable as provided  in the Credit  Agreement.  This Note may be prepaid
only in accordance with the Credit Agreement.

     This Note is issued  pursuant,  and is  subject,  to the Credit  Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Capital  Expenditures  Note  referred to in the Credit  Agreement.  This Note is
secured,  among other things,  pursuant to the Credit Agreement and the Security
Documents as therein defined, and may now or hereafter be secured by one or more
other  security  agreements,  mortgages,  deeds of trust,  assignments  or other
instruments or agreements.

     Both entities  constituting the Borrower hereby jointly and severally agree
to pay all costs of collection,  including attorneys' fees and legal expenses in
the event this Note is not paid when due,  whether or not legal  proceedings are
commenced.

                                       14
<PAGE>
     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.

                                         FM PRECISION GOLF MANUFACTURING CORP.,
                                         a Delaware corporation


                                         By
                                            ------------------------------------
                                            Its
                                                --------------------------------


                                         FM PRECISION GOLF SALES CORP.,
                                              a Delaware corporation


                                         By
                                            ------------------------------------
                                            Its
                                                --------------------------------

                                       15