EXHIBIT 10.2

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

     This  Amendment,  dated as of April 10, 2002,  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 (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 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, and as amended by that certain Fifth  Amendment to Credit and Security
Agreement  dated August 3, 2000, as amended by that certain  Sixth  Amendment to
Amended and Restated  Credit and Security  Agreement  dated November 8, 2000, as
amended by that certain  Seventh  Amendment  to Amended and Restated  Credit and
Security  Agreement  dated  March 9, 2001,  as amended  by that  certain  Eighth
Amendment to Amended and Restated  Credit and Security  Agreement  dated May 30,
2001 and as amended  by that  certain  Ninth  Amendment  to Credit and  Security
Agreement  and Waiver of Defaults  dated  November 13, 2001  (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 "Revolving  Floating Rate"  contained in Section
1.1 of the Credit Agreement are hereby deleted and replaced as follows:

     "Revolving Floating Rate" means an annual rate equal to the sum of the
     Prime  Rate plus four and  one-quarter  of one  percent  (4.25%).  The
     Revolving  Floating Rate shall  automatically  be reduced to an annual

                                      -1-
<PAGE>
     rate  equal to the sum of the  Prime  Rate  plus  one and  one-quarter
     percent  (1.25%) on the first day of the first  full  month  following
     Lender's  receipt of  Borrower's  2003 fiscal year  audited  financial
     statements  complying  with Section  6.1(a) below,  if but only if (i)
     said financial  statements indicate that the Borrower and the Covenant
     Entities  have  achieved a Net Income for the  Borrower's  2003 fiscal
     year of not less than  $600,000.00  (exclusive  of  non-cash  expenses
     resulting  from the  conversion in  Borrower's  2003 fiscal year of an
     amount,  which when added to the amount of debt converted to equity in
     Borrower's   2002  fiscal  year,  is  not  more  than   $1,675,000  of
     subordinated  debt to  equity at the rate of $.25 of debt per share of
     Common Stock of the  Guarantor,  the "Non-Cash  Expenses"),  (ii) said
     financial  statements  indicate  that the  Borrower  and the  Covenant
     Entities  increased their  aggregate Net Worth during  Borrower's 2003
     fiscal year by not less than  $600,000.00  (exclusive  of the Non-Cash
     Expenses),  and (iii) there is not a then existing Event of Default or
     Default Period.  The Revolving  Floating Rate shall change when and as
     the Prime Rate changes.

          (b) There is hereby added a new Section 2.8(h) to the Credit Agreement
which provides as follows:

          (h) DEFAULT  PERIOD  INTEREST.  In the event any event of default
          occurs under Sections 6.12,  6.13,  6.14, 6.15 or 7.10 applicable
          to any  fiscal  quarter  or  year  end of  Borrower  through  and
          including May 31, 2002 then, in addition to the interest  payable
          pursuant to Sections 2.8(a),  2.8(b), 2.8(c), 2.8(d), 2.8(f), and
          2.8(g) above,  effective  retroactively  to February 1, 2002, the
          outstanding principal balances of the Revolving Note and the Term
          Notes shall automatically additionally bear interest at an annual
          rate equal to one percent (1.0%).  The interest accruing pursuant
          to  this  Section  2.8(h)  is  collectively  referred  to as  the
          "Default Period Interest".

          (c)  Section  5.12 of the  Credit  Agreement  is  hereby  deleted  and
replaced as follows:

          Section 5.12 ENVIRONMENTAL MATTERS.

               (a)  DEFINITIONS.  As used in this Agreement,  the following
          terms shall have the following meanings:

                    (i) "Environmental Law" means any federal, state, local
          or  other  governmental  statute,  regulation,  law or  ordinance
          dealing with the protection of human health and the environment.

                                      -2-
<PAGE>
               (ii) "Hazardous Substances" means pollutants,  contaminants,
          hazardous substances,  hazardous wastes,  petroleum and fractions
          thereof,  and  all  other  chemicals,   wastes,   substances  and
          materials   listed  in,   regulated  by  or   identified  in  any
          Environmental Law.

               (b) The Premises were  acquired by Borrower  from  Brunswick
          Corporation. In accordance with the provisions of the Connecticut
          Transfer Act, Brunswick  Corporation accepted  responsibility for
          environmental  remediation  of the  site.  Other  than  Hazardous
          Substances  for which  Brunswick has assumed  responsibility  and
          except for the information in subparagraph  5.12(f) below, to the
          Borrower's best knowledge,  there are not present in, on or under
          the Premises any Hazardous Substances in such form or quantity as
          to create any liability or obligation  for either the Borrower or
          the  Lender  under  common law of any  jurisdiction  or under any
          Environmental  Law,  and no Hazardous  Substances  have ever been
          stored, buried, spilled, leaked, discharged,  emitted or released
          in, on or under the  Premises in such a way as to create any such
          liability,  except for those Hazardous  Substances  identified in
          the April  1996 Phase II  Environmental  Site  Assessment  of the
          Premises  by GZA  GeoEnvironmental,  Inc.  with  respect to which
          Brunswick Corporation is contractually obligated to remediate.

               (c) To the Borrower's best  knowledge,  the Borrower has not
          disposed of  Hazardous  Substances  in such a manner as to create
          any liability under any Environmental Law.

               (d) Except for the ongoing actions by Brunswick  Corporation
          under the  Connecticut  Transfer  Act and  except as noted in the
          concluding three sentences of this  subparagraph  5.12(d),  there
          are  no  requests,  claims,  notices,  investigations,   demands,
          administrative proceedings,  hearings or litigation,  relating in
          any  way to the  Premises  or the  Borrower,  alleging  liability
          under,  violation of, or noncompliance with any Environmental Law
          or any license,  permit or other  authorization  issued  pursuant
          thereto  that  have  not  been  appropriately   resolved  to  the
          satisfaction  of the  administrative  agency having  jurisdiction
          over the  matter.  Provided,  however,  there  is an  outstanding
          Notice of Violation for noncompliance with a State of Connecticut
          water discharge permit.  The Borrower has taken appropriate steps
          to resolve this issue with the State of Connecticut  and had made
          changes in its discharge  system to prevent  further  violations.
          The Borrower's  financial  statements make provisions for cost of
          the system and the fine that might be imposed.

                                      -3-
<PAGE>
               (e)  Except  as  set  forth  in  Section  5.12(d),   to  the
          Borrower's best knowledge, the Borrower's businesses are and have
          in  the  past  always  been  conducted  in  accordance  with  all
          Environmental   Laws  and  all   licenses,   permits   and  other
          authorizations  required  pursuant to any  Environmental  Law and
          necessary  for  the  lawful  and  efficient   operation  of  such
          businesses are in the Borrower's possession and are in full force
          and effect.  No permit,  for which a renewal  application has not
          been submitted, required under any Environmental Law is scheduled
          to expire  within 12 months (other than those that are renewed on
          an annual  basis)  and there is no threat  known to the  Borrower
          that  any  such  permit   currently  held  by  Borrower  will  be
          withdrawn,  terminated,  limited or materially changed. Provided,
          however,   that  the  water   discharge   permit   referenced  in
          subparagraph 5.12(d) will be materially changed from the previous
          permit.

               (f) To the Borrower's  best  knowledge,  the Premises is not
          listed on the National  Priorities  List, or any similar federal,
          state  or local  list,  schedule,  log,  inventory  or  database.
          Provided,   however,   the  premises  have  been  listed  on  the
          Comprehensive Environmental Response,  Compensation and Liability
          Information System.

               (g) The Borrower has  delivered to Lender all  environmental
          assessments  in  Borrower's  possession  or  which  Borrower  has
          knowledge  of,  audits,  reports,  permits,  licenses  and  other
          documents  describing  or relating in any way to the  Premises or
          Borrower's   businesses   (while  under  the   ownership  of  the
          Borrower).

          (d) Effective April 1, 2002,  Section 6.13 of the Credit  Agreement is
hereby deleted and replaced as follows:

          Section 6.13 NET WORTH. The Borrower covenants that as of May 31,
          2001, the aggregate  consolidated  Net Worth of Royal Grip, Royal
          Grip Headwear and the Covenant Entities was  $13,841,589.69.  The
          Borrower covenants that said aggregate  consolidated Net Worth as
          of the end of each future  fiscal  quarter end shall  increase by
          not less than (or in the event a decrease is allowed, decrease by
          not more than) the amounts  set forth below as measured  from the
          immediately  preceding fiscal year ending aggregate  consolidated
          Net Worth.

                                      -4-
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          Quarter Ending                          Net Worth Increase (Decrease)
          --------------                          -----------------------------
          February 28, 2002                       ($3,200,000.00)
          May 31, 2002                            ($2,700,000.00)
          August 31, 2002                         ($50,000.00)
          November 30, 2002 and each
          November 30 thereafter                  ($300,000.00)
          February 28, 2003 and each
          February 28 thereafter                  ($100,000.00)
          May 31, 2003 and each May 31
          thereafter                              $600,000.00
          August 31, 2003 and each
          August 31 thereafter                    $0.00

          For purposes of calculating  the above covenants for the quarters
          ending  February 28, 2002 and May 31, 2002 only, the  calculation
          of  the  Net  Worth  Decrease  shall  be  exclusive  of  goodwill
          impairment,  non-cash  increase  in the  valuation  allowance  on
          deferred  income tax assets,  amortization  of non-cash  expenses
          associated  with the issuance of warrants to the Johnston  Family
          Charitable  Foundation  on October 26,  2001,  non-cash  expenses
          resulting from the conversion of  subordinated  debt (owed to the
          Johnston  Family  Charitable  Foundation  arising  pursuant to an
          instrument dated October 26, 2001), to equity,  non-cash expenses
          resulting  from  modifications  to "in the money" options held by
          employees  who lost their jobs in  connection  with the corporate
          restructuring  approved on September 25, 2001  (collectively  the
          "Fiscal   Year  2002   Non-Cash   Expenses").   For  purposes  of
          calculating   the  above   covenants  for  the  quarters  in  the
          Borrower's  2003 fiscal year only, the Net Worth Increase and Net
          Worth Decrease, as applicable, shall be exclusive of amortization
          (not to exceed  $300,000.00) of non-cash expenses associated with
          the  issuance  of  warrants  to the  Johnston  Family  Charitable
          Foundation on October 26, 2001 (the "Non-Cash Warrant  Expenses")
          and the Non-Cash Expenses.

          (e)  Section  6.14 of the Credit  Agreement  is hereby  deleted in its
entirety and replaced as follows:

          Section 6.14 NET INCOME.  The Borrower covenants that Royal Grip,
          Royal Grip  Headwear and the Covenant  Entities  shall achieve an
          aggregate consolidated Net Income of at least (or, in the event a
          Net Loss is allowed  for such fiscal  quarter,  a Net Loss of not
          more than) the amount set forth below for each fiscal  quarter as
          measured from the immediately preceding fiscal year end.

                                      -5-
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          Quarter Ending                                Net Income (Loss)
          --------------                                -----------------
          February 28, 2002                             ($3,200,000.00)
          May 31, 2002                                  ($2,700,000.00)
          August 31, 2002                               ($50,000.00)
          November 30, 2002 and each November 30
          thereafter                                    ($300,000.00)
          February 28, 2003 and each February 28
          thereafter                                    ($100,000.00)
          May 31, 2003 and each May 31 thereafter       $600,000.00
          August 31, 2003 and each August 31
          thereafter                                    $0.00

          For purposes of calculating  the above covenants for the quarters
          ending  February 28, 2002 and May 31, 2002 only, the  calculation
          of the Net Loss  shall  exclude  the  Fiscal  Year 2002  Non-Cash
          Expenses. For purposes of calculating the above covenants for the
          quarters in the Borrower's  2003 fiscal year only, the Net Income
          and Net Loss, as applicable,  shall exclude the Non-Cash  Warrant
          Expenses and the Non-Cash Expenses.

          (f)  Section  6.15 of the Credit  Agreement  is hereby  deleted in its
entirety and replaced as follows:

          Section 6.15 MONTHLY NET INCOME/NET LOSS. The Borrower  covenants
          that  beginning with March 1, 2002, and continuing for each month
          thereafter,  Royal Grip,  Royal Grip  Headwear  and the  Covenant
          Entities  shall achieve an aggregate  consolidated  Net Income of
          not less  than (or in the  event a Net Loss is  allowed  for such
          month,  a Net Loss of not more than) the  amounts set forth below
          for each month as measured  from the last day of the  immediately
          preceding month.

          Month                                            Net Income/(Net Loss)
          -----                                            ---------------------
          March, 2002                                      ($50,000.00)
          April, 2002                                      $150,000.00
          May, 2002                                        $150,000.00
          June of 2002 and each June thereafter            $0.00
          July of 2002 and each July thereafter            $0.00

                                      -6-
<PAGE>
          August of 2002 and each August thereafter        ($300,000.00)
          September of 2002 and each September
          thereafter                                       ($150,000.00)
          October of 2002 and each October thereafter      ($200,000.00)
          November of 2002 and each November thereafter    ($100,000.00)
          December of 2002 and each December thereafter    ($350,000.00)
          January, 2003 and each January thereafter        ($50,000.00)
          February, 2003 and each February thereafter      $0.00
          March, 2003 and each March thereafter            $0.00
          April, 2003 and each April thereafter            $0.00
          May, 2003 and each May thereafter                $0.00

          For purposes of  calculating  the above  covenants for the months
          through and until May 31, 2002 only,  the  calculation of the Net
          Income/Net  Loss  shall  exclude  the Fiscal  Year 2002  Non-Cash
          Expenses. For purposes of calculating the above covenants for the
          months of June through October in the Borrower's 2003 fiscal year
          only, the  calculation  of the Net Income/Net  Loss shall exclude
          the Non-Cash Warrant Expenses and the Non-Cash Expenses.

          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. THE TERM  ADVANCES.  The  Borrower  shall  prepay  the  outstanding
principal  balance of the Term Advances on the date of this Amendment (the "Term
Advance Prepayment"). Lender hereby waives the application of the prepayment fee
set forth in Section 2.13(b) of the Credit  Agreement as the same applies to the
Term  Advance  Prepayment.  This waiver is  applicable  only to the Term Advance
Prepayment.  This waiver  shall not entitle the Borrower to any other or further
waiver in any similar or other  circumstances,  including without limitation any
termination  or  reduction in the Credit  Facility.  Borrower  acknowledges  and
agrees that the Lender has no further  obligation  to make any  additional  Term
Advances.

          5. THE  EQUIPMENT  APPRAISAL.  Lender  shall  have the  right to cause
Borrower's Equipment to be appraised by an appraiser  satisfactory to the Lender
(the "Appraisal"). Borrower shall, upon demand, reimburse Lender for any and all
costs incurred by Lender in connection with the Appraisal.

                                      -7-
<PAGE>
          6. WAIVER OF DEFAULTS. The Borrower has indicated that for the quarter
ending  February  28,  2002,  the  Borrower  was in  default  of  the  following
provisions of the Credit Agreement (collectively, the "Existing Defaults"):

               (a) The  Borrower  and the Covenant  Entities  have  exceeded the
permitted  Net  Worth  Decrease  in  violation  of  Section  6.13 of the  Credit
Agreement.

               (b) The Borrower and the Covenant Entities have failed to achieve
the required Net Income in violation of Section 6.14 of the Credit Agreement.

               (c) The  Borrower  and the Covenant  Entities  have  exceeded the
permitted Net Loss in violation of Section 6.15 of the Credit Agreement.

Upon the terms and subject to the  conditions set forth in this  Amendment,  the
Lender hereby waives the Existing 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.

          7. [INTENTIONALLY DELETED]

          8. CONDITIONS PRECEDENT.  This Amendment,  and the waiver set forth in
Paragraph 5 hereof,  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)  Subordination  Agreements,   properly  acknowledged  by  the
Borrower  and the Covenant  Entities and properly  executed on behalf of Richard
and Jayne Johnston,  Trustees of the Johnston Family Living Trust (the "Trust"),
Christopher  A.  Johnston,  Charles S.  Mechem,  Jr.,  John C.  Lauchnor and DWR
Custodian for Kenneth Warren Attorney at Law f/b/o Kenneth J. Warren VIP+ Profit
Sharing Plan dated March 24, 1997, Account No. 362 050358 036.

               (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 certificate 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 as to the officers and agents
of the  Borrower  who have been  authorized  to sign and to act on behalf of the
Borrower  and 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.

                                      -8-
<PAGE>
               (d) A guaranty,  properly  executed  and  notarized  by the Trust
which  Guaranty  shall be  applicable  to the  repayment of the  Overadvance  as
defined in the FM Credit Agreement, to the extent set forth in the Guaranty.

               (e) An opinion of the  Borrower's  counsel as to the  matters set
forth in  Paragraphs  9(a) and 9(b)  hereof and as to such other  matters as the
Lender shall require.

               (f) An opinion of the Trust counsel  (licensed to practice law in
the State of Wyoming) as to the  enforceability and validity of the Guaranty and
as to such other matters as Lender shall require.

               (g) An amendment to the Trust Agreement applicable to the Trust.

               (h) Evidence satisfactory to Lender than any and all indebtedness
owed by  Borrower,  the  Covenant  Entities and Royal  Precision,  Inc.,  to the
Johnston Family  Charitable  Foundation has been fully and finally  converted to
equity.

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

          9. 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 certificate 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.

          10.  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.

          11. NO OTHER  WAIVER.  Except as set forth in Paragraph 5 hereof,  the
execution of this Amendment and acceptance of any documents related hereto shall
not be deemed to be a waiver of any Default,  Event of Default or Default Period
under the  Credit  Agreement  or breach,  default or event of default  under any

                                      -9-
<PAGE>
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.

          12.  REPAYMENT  TO THE TRUST.  In the event the Trust pays  amounts to
Lender  pursuant  to the terms of the  Trust  Guaranty  (collectively  "Guaranty
Payments"), the Borrower shall have the right to repay such amounts to the Trust
if but only if:

               (a) The  aggregate of all payments made to the Trust by Borrower,
the Covenant  Entities and Royal  Precision,  Inc. does not exceed the aggregate
amount of the Guaranty Payments.

               (b) No Borrower  default has occurred and is  continuing  or will
occur as a result of or immediately following any such payment.

          After giving  effect to any and all payments  made to the Trust by the
Borrower,  the  Covenant  Entities  and  Royal  Precision,  Inc.  the sum of the
Revolving  Advances and the L/C Amounts  under the Credit  Agreement  and the FM
Credit  Agreement  does not  exceed  Aggregate  Availability  under  the  Credit
Agreement and the FM Credit Agreement.

          13.  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.

          14. 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 Loan Documents,
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  the Term  Advance  Prepayment  and  paying  any such  fees,
disbursements, costs and expenses.

          15. 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.

                                      -10-
<PAGE>
     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.,
                                        a Minnesota corporation


                                        By
                                           -------------------------------------

                                           Its
                                               ---------------------------------


                                        ROYAL GRIP, INC., a Nevada corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------
                                           John C. Lauchnor, President


                                        ROYAL GRIP HEADWEAR COMPANY,
                                        a Nevada corporation


                                        By /s/ John C. Lauchnor
                                           -------------------------------------
                                           John C. Lauchnor, President

                                      -11-
<PAGE>
                    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., (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/ John C. Lauchnor
                                             -----------------------------------
                                             John C. Lauchnor, President

                                      -12-