EXHIBIT 10.4

                                GUARANTY BY TRUST

                                                                Phoenix, Arizona
                                                                  April 10, 2002

     This Guaranty,  dated as of April 10, 2002, is made by Richard Johnston and
Jayne  Johnston,  as Trustees of the Johnston  Family  Living  Trust  created by
instrument dated April 11, 1994 as restated on June 29, 1995 (the  "Guarantor"),
for the benefit of Wells Fargo Business  Credit,  Inc., a Minnesota  corporation
(with its participants, successors and assigns, the "Lender").

     The  Lender  and  FM  Precision  Golf   Manufacturing   Corp.,  a  Delaware
corporation   and  FM  Precision  Golf  Sale  Corp.,   a  Delaware   corporation
(collectively  the "Borrower"),  are parties to a Credit and Security  Agreement
dated  October 9, 1998, as amended from time to time (as the same may be further
amended,  supplemented  or restated from time to time,  the "Credit  Agreement")
pursuant  to which the  Lender may make  advances  and  extend  other  financial
accommodations to the Borrower.

     As a condition to  extending  such credit to the  Borrower,  the Lender has
required the execution and delivery of this Guaranty.

     ACCORDINGLY, the Guarantor, in consideration of the premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, hereby agrees as follows:

     1.  DEFINITIONS.  All terms  defined in the Credit  Agreement  that are not
otherwise  defined  herein  shall  have the  meanings  given  them in the Credit
Agreement.

     2.   INDEBTEDNESS   GUARANTEED.   The  Guarantor   hereby   absolutely  and
unconditionally  guarantees to the Lender the full and prompt payment on October
1,  2002  of the  amount  of  the  Revolving  Advances  applicable  to the  2001
Overadvance  Limit (as such terms are defined in the Credit  Agreement)  up to a
maximum  of  $400,000.00,  plus  accrued  interest  thereon  and all  reasonable
attorney's fees,  collection costs and enforcement  expenses  referable thereto,
whether  arising  directly in a  transaction  or event  involving  the Lender or
acquired by the Lender from another by purchase or  assignment  or as collateral
security, whether owed by the Borrower as drawer, maker, endorser, accommodation
party,  guarantor,  principal,  surety  or  as  a  member  of  any  partnership,
syndicate,  association or group or in any other capacity,  whether  absolute or
contingent,  direct or indirect,  primary or secondary,  sole, joint, several or
joint and several, secured or unsecured,  due or not due, contractual,  tortious
or statutory, liquidated or unliquidated, arising by agreement or imposed by law
or otherwise (all of said sums being hereinafter called the "Indebtedness").

     3. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. The Guarantor represents and
warrants to the Lender that (i) the  Guarantor is a trust,  duly  organized  and
existing in good  standing and has full power and  authority to make and deliver
this Guaranty; (ii) the execution,  delivery and performance of this Guaranty by
the Guarantor have been duly  authorized by all necessary  action and do not and
will not violate the provisions of, or constitute a default under, any presently

                                       1
<PAGE>
applicable law or its trust agreement or any agreement  presently binding on it;
(iii) this  Guaranty has been duly executed and delivered by the trustees of the
Guarantor  and   constitutes  its  lawful,   binding  and  legally   enforceable
obligation; and (iv) the authorization,  execution,  delivery and performance of
this Guaranty do not require  notification to,  registration with, or consent or
approval  by, any  federal,  state or local  regulatory  body or  administrative
agency.  The Guarantor  represents and warrants to the Lender that the Guarantor
has a direct and  substantial  economic  interest in the Borrower and expects to
derive substantial  benefits therefrom and from any loans, credit  transactions,
financial   accommodations,   discounts,   purchases   of  property   and  other
transactions and events resulting in the creation of the Indebtedness guarantied
hereby,  and that this  Guaranty  is given for a trust  purpose.  The  Guarantor
agrees to rely exclusively on the right to revoke this Guaranty prospectively as
to future  transactions,  in accordance with paragraph 4, if at any time, in the
opinion of the trustees,  the benefits  then being  received by the Guarantor in
connection  with this Guaranty are not sufficient to warrant the  continuance of
this Guaranty as to the future  Indebtedness  of the Borrower.  Accordingly,  so
long as this Guaranty is not revoked  prospectively in accordance with paragraph
4, the Lender may rely conclusively on a continuing warranty,  hereby made, that
the  Guarantor  continues to be benefited by this  Guaranty and the Lender shall
have no duty to inquire  into or confirm the receipt of any such  benefits,  and
this Guaranty shall be effective and enforceable by the Lender without regard to
the receipt, nature or value of any such benefits.

     4.  UNCONDITIONAL  NATURE.  No act or thing  need  occur to  establish  the
Guarantor's  liability  hereunder,  and no act or thing, except full payment and
discharge of all of the  Indebtedness,  shall in any way exonerate the Guarantor
hereunder  or  modify,  reduce,  limit  or  release  the  Guarantor's  liability
hereunder. This is an absolute, unconditional and continuing guaranty of payment
of the  Indebtedness  and shall  continue to be in force and be binding upon the
Guarantor,  whether or not all of the  Indebtedness is paid in full,  until this
Guaranty is revoked  prospectively as to future transactions,  by written notice
actually  received by the Lender,  and such revocation shall not be effective as
to the amount of  Indebtedness  existing or committed  for at the time of actual
receipt  of  such  notice  by the  Lender,  or as to any  renewals,  extensions,
refinancings or refundings thereof.

     5. DISSOLUTION OR INSOLVENCY OF GUARANTOR.  The dissolution or adjudication
of  bankruptcy  of the  Guarantor  shall not revoke this  Guaranty,  except upon
actual receipt of written  notice thereof by the Lender and only  prospectively,
as to future  transactions,  as herein  set  forth.  If the  Guarantor  shall be
dissolved,  revoked or shall be or become insolvent (however defined),  then the
Lender  shall have the right to declare  immediately  due and  payable,  and the
Guarantor  will  forthwith  pay to the  Lender,  the full  amount  of all of the
Indebtedness whether due and payable or unmatured.  If the Guarantor voluntarily
commences or there is commenced involuntarily against the Guarantor a case under
the United States Bankruptcy Code, the full amount of all Indebtedness,  whether
due and payable or  unmatured,  shall be  immediately  due and  payable  without
demand or notice thereof.

     6. NO  IMPAIRMENT.  The  Indebtedness  may be created and  continued in any
amount,  whether or not in excess of such principal amount, without affecting or
impairing the Guarantor's liability hereunder,  and the Lender may pay (or allow
for the payment of) the excess out of any sums  received by or  available to the
Lender on account of the  Indebtedness  from the  Borrower  or any other  person
(except the Guarantor), from their properties, out of any collateral security or
from any other source, and such payment (or allowance) shall not reduce,  affect

                                       2
<PAGE>
or impair the Guarantor's  liability hereunder;  provided that payments received
by Lender shall first be used to reduce the Overadvance  Limit before being used
to reduce other indebtedness due to Lender not then due. Any payment made by the
Guarantor  under this  Guaranty  shall be effective to reduce or discharge  such
liability only if accompanied by a written transmittal document, received by the
Lender,  advising the Lender that such  payment is made under this  Guaranty for
such purpose.

     7.  SUBROGATION.  The  Guarantor  will not exercise or enforce any right of
contribution,  reimbursement, recourse or subrogation available to the Guarantor
as to any of the Indebtedness,  or against any person liable therefor,  or as to
any collateral security therefor, unless and until all of the Indebtedness shall
have been fully paid and discharged.

     8. ENFORCEMENT EXPENSES. The Guarantor will pay or reimburse the Lender for
all  costs,  expenses  and  attorneys'  fees paid or  incurred  by the Lender in
endeavoring  to collect and  enforce  the  Indebtedness  and in  enforcing  this
Guaranty.

     9.  LENDER'S  RIGHTS.  The Lender  shall not be  obligated by reason of its
acceptance  of this  Guaranty  to  engage  in any  transactions  with or for the
Borrower. Whether or not any existing relationship between the Guarantor and the
Borrower  has been  changed or ended and whether or not this  Guaranty  has been
revoked,  the Lender may enter into  transactions  resulting  in the creation or
continuance of the Indebtedness  and may otherwise  agree,  consent to or suffer
the creation or continuance of any of the  Indebtedness,  without any consent or
approval by the  Guarantor  and without  any prior or  subsequent  notice to the
Guarantor. The Guarantor's liability shall not be affected or impaired by any of
the following  acts or things  (which the Lender is expressly  authorized to do,
omit or suffer  from time to time,  both  before  and after  revocation  of this
Guaranty,  without consent or approval by or notice to the  Guarantor):  (i) any
acceptance of collateral security, guarantors, accommodation parties or sureties
for any or all of the  Indebtedness;  (ii) one or more extensions or renewals of
the  Indebtedness  (whether or not for longer than the  original  period) or any
modification of the interest  rates,  maturities,  if any, or other  contractual
terms  applicable to any of the Indebtedness or any amendment or modification of
any of the terms or provisions of any loan  agreement or other  agreement  under
which the Indebtedness or any part thereof arose; (iii) any waiver or indulgence
granted to the Borrower,  any delay or lack of diligence in the  enforcement  of
the Indebtedness or any failure to institute proceedings, file a claim, give any
required notices or otherwise protect any of the Indebtedness;  (iv) any full or
partial release of,  compromise or settlement with, or agreement not to sue, the
Borrower  or any  guarantor  or other  person  liable in  respect  of any of the
Indebtedness; (v) any release, surrender, cancellation or other discharge of any
evidence of the  Indebtedness  or the acceptance of any instrument in renewal or
substitution therefor; (vi) any failure to obtain collateral security (including
rights of setoff) for the  Indebtedness,  or to see to the proper or  sufficient
creation and perfection  thereof,  or to establish the priority  thereof,  or to
preserve,  protect,  insure,  care  for,  exercise  or  enforce  any  collateral
security; or any modification,  alteration,  substitution,  exchange, surrender,
cancellation, termination, release or other change, impairment, limitation, loss
or discharge of any collateral  security;  (vii) any collection,  sale, lease or
disposition  of, or any other  foreclosure or enforcement of or realization  on,
any collateral security; (viii) any assignment,  pledge or other transfer of any
of the Indebtedness or any evidence thereof; (ix) any manner, order or method of
application  of any  payments  or  credits  upon the  Indebtedness;  and (x) any
election by the Lender under  Section  1111(b) of the United  States  Bankruptcy

                                       3
<PAGE>
Code. The Guarantor  waives any and all defenses and  discharges  available to a
surety, guarantor or accommodation co-obligor.

     10.  WAIVERS BY  GUARANTOR.  The  Guarantor  waives  any and all  defenses,
claims, setoffs and discharges of the Borrower, or any other obligor, pertaining
to the Indebtedness, except the defense of discharge by payment in full. Without
limiting the generality of the foregoing,  the Guarantor will not assert,  plead
or enforce  against  the Lender any  defense of waiver,  release,  discharge  or
disallowance  in bankruptcy,  statute of limitations,  res judicata,  statute of
frauds, anti-deficiency statute, fraud, incapacity,  minority, usury, illegality
or  unenforceability  which may be available to the Borrower or any other person
liable in respect of any of the  Indebtedness,  or any setoff available  against
the Lender to the Borrower or any other such  person,  whether or not on account
of a related  transaction.  The  Guarantor  expressly  agrees that the Guarantor
shall be and remain liable for any deficiency remaining after foreclosure of any
mortgage or security  interest  securing  the  Indebtedness,  whether or not the
liability of the Borrower or any other obligor for such deficiency is discharged
pursuant to statute or judicial  decision.  The liability of the Guarantor shall
not be  affected  or  impaired  by any  voluntary  or  involuntary  liquidation,
dissolution,  sale  or  other  disposition  of all or  substantially  all of the
assets,  marshalling  of  assets  and  liabilities,   receivership,  insolvency,
bankruptcy,   assignment   for  the   benefit  of   creditors,   reorganization,
arrangement,   composition  or  readjustment  of,  or  other  similar  event  or
proceeding affecting,  the Borrower or any of its assets. The Guarantor will not
assert,  plead or  enforce  against  the  Lender  any  claim,  defense or setoff
available  to  the  Guarantor   against  the  Borrower.   The  Guarantor  waives
presentment, demand for payment, notice of dishonor or nonpayment and protest of
any  instrument  evidencing the  Indebtedness.  The Lender shall not be required
first to  resort  for  payment  of the  Indebtedness  to the  Borrower  or other
persons, or their properties,  or first to enforce,  realize upon or exhaust any
collateral  security  for the  Indebtedness,  before  enforcing  this  Guaranty.
Guarantor  waives the benefits of Arizona  Revised  Statutes  Sections  12-1641,
12-1642, 33-814 and 12-1566.

     11. IF PAYMENTS SET ASIDE, ETC. If any payment applied by the Lender to the
Indebtedness  is thereafter  set aside,  recovered,  rescinded or required to be
returned  for  any  reason  (including,   without  limitation,  the  bankruptcy,
insolvency  or  reorganization  of the  Borrower  or  any  other  obligor),  the
Indebtedness  to which such  payment was  applied  shall for the purpose of this
Guaranty  be  deemed  to  have  continued  in  existence,  notwithstanding  such
application,  and this Guaranty shall be enforceable as to such  Indebtedness as
fully as if such application had never been made.

     12.  ADDITIONAL  OBLIGATION OF GUARANTOR.  The Guarantor's  liability under
this  Guaranty  is in  addition  to and  shall  be  cumulative  with  all  other
liabilities  of the  Guarantor  to the Lender as  guarantor,  surety,  endorser,
accommodation  co-obligor or otherwise of any of the  Indebtedness or obligation
of the Borrower,  without any limitation as to amount,  unless the instrument or
agreement evidencing or creating such other liability  specifically  provides to
the contrary.

     13.  FINANCIAL  INFORMATION.  The Guarantor  will deliver to the Lender all
financial  information  concerning the Guarantor  required to be delivered under
the Credit Agreement.

                                       4
<PAGE>
     14. NO DUTIES OWED BY LENDER.  The Guarantor  acknowledges  and agrees that
the Lender (i) has not made any  representations  or warranties with respect to,
(ii) does not assume any  responsibility  to the Guarantor for, and (iii) has no
duty to provide  information to the Guarantor  regarding,  the enforceability of
any of the  Indebtedness  or the  financial  condition  of the  Borrower  or any
guarantor.  The Guarantor has independently  determined the  creditworthiness of
the  Borrower  and  the   enforceability  of  the  Indebtedness  and  until  the
Indebtedness  is paid in full will  independently  and  without  reliance on the
Lender continue to make such determinations.

     15.  MISCELLANEOUS.  This Guaranty  shall be effective upon delivery to the
Lender,  without  further act,  condition or acceptance by the Lender,  shall be
binding upon the Guarantor and the  successors  and assigns of the Guarantor and
shall inure to the benefit of the Lender and its  participants,  successors  and
assigns.  Any invalidity or  unenforceability of any provision or application of
this Guaranty shall not affect other lawful provisions and application  thereof,
and to this end the  provisions  of this  Guaranty are declared to be severable.
This  Guaranty may not be waived,  modified,  amended,  terminated,  released or
otherwise  changed  except by a writing  signed by the Guarantor and the Lender.
This  Guaranty  shall  be  governed  by and  construed  in  accordance  with the
substantive  laws  (other  than  conflict  laws) of the  State of  Arizona.  The
Guarantor  hereby (i)  consents to the  personal  jurisdiction  of the state and
federal  courts  located  in  the  State  of  Arizona  in  connection  with  any
controversy related to this Guaranty; (ii) waives any argument that venue in any
such forum is not convenient,  (iii) agrees that any litigation initiated by the
Lender or the Guarantor in connection with this Guaranty may be venued in either
the state or federal courts located in Maricopa County, Arizona; and (iv) agrees
that a final judgment in any such suit, action or proceeding shall be conclusive
and may be enforced  in other  jurisdictions  by suit on the  judgment or in any
other manner provided by law. Guarantor acknowledges and agrees the Lender shall
have recourse against any and all assets of Guarantor for purposes of satisfying
Guarantor's obligations hereunder.

     16.  WAIVER OF JURY TRIAL.  THE  GUARANTOR  HEREBY  IRREVOCABLY  WAIVES ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR  COUNTERCLAIM  ARISING OUT
OF, BASED ON OR PERTAINING TO THIS GUARANTY.

     IN WITNESS  WHEREOF,  this Guaranty has been duly executed by the Guarantor
the date first written above.

                                        THE JOHNSTON FAMILY LIVING TRUST CREATED
                                        BY INSTRUMENT DATED APRIL 11, 1994 AS
                                        RESTATED ON JUNE 29, 1995



                                        /s/ Richard P. Johnston, Trustee
                                        ----------------------------------------
                                        Richard Johnston, as Trustee


                                        /s/ Jayne A. Johnston, Trustee
                                        ----------------------------------------
                                        Jayne Johnston, as Trustee

                                        Address: 4575 West Dove Canyon Place
                                                 Marana, AZ 85653

                                       5
<PAGE>
Consented and Agreed:


/s/ Richard P. Johnston, Trustmaker
-----------------------------------
Richard Johnston, Trustmaker



/s/ Jayne A. Johnston, Trustmaker
-----------------------------------
Jayne Johnston, Trustmaker

                                       6
<PAGE>
State of Arizona

County of Pima

     The foregoing instrument was acknowledged before me this 10th day of April,
2002,  by Richard  Johnston,  as Trustee of the  Johnston  Family  Living  Trust
created by instrument dated April 11, 1994 as Restated on June 29, 1995.

(Seal and Expiration Date)
     Official Seal
     Christine L. Green                           /s/ Christine L. Green
                                                  ------------------------------
     Notary Public - State of Arizona             Notary Public
     Pima County
     My Commission Expires Sept. 14, 2004


State of Arizona

County of Pima

     The foregoing instrument was acknowledged before me this 10th day of April,
2002, by Jayne Johnston,  as Trustee of the Johnston Family Living Trust created
by instrument dated April 11, 1994 as Restated on June 29, 1995.

(Seal and Expiration Date)
     Official Seal
     Christine L. Green                           /s/ Christine L. Green
                                                  ------------------------------
     Notary Public - State of Arizona             Notary Public
     Pima County
     My Commission Expires Sept. 14, 2004

                                       7