EXHIBIT 10.1

     NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS

     This  Amendment,  dated as of April 10,  2002,  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
(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,  as amended by that  certain  Third  Amendment to Credit and
Security  Agreement  dated March 24,  2000,  as amended by that  certain  Fourth
Amendment to Credit and Security  Agreement  dated August 3, 2000, as amended by
that certain Fifth Amendment to Credit and Security  Agreement dated November 8,
2000,  as  amended  by that  certain  Sixth  Amendment  to Credit  and  Security
Agreement dated March 9, 2001, as amended by that certain  Seventh  Amendment to
Credit and  Security  Agreement  dated May 30,  2001 as amended by that  certain
Eighth  Amendment to Credit and Security  Agreement and Waiver of Defaults dated
November 15, 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 "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:

                                      -1-
<PAGE>
               (A)  the  lesser  of (x) 85% of  Eligible  Accounts,  or (y)
                    $6,500,000.00, plus

               (B)  during the Foreign  Accounts  Eligibility  Period,  the
                    lesser of (A) 85% of Eligible  Foreign  Accounts or (B)
                    $500,000.00, plus

               (C)  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  $3,000,000.00  from  October  1 of each  year
                    through February 28 of each subsequent year, plus

               (D)  the  lesser  of  (x)  50%  of  Eligible  Raw  Materials
                    Inventory, or (y) $500,000.00, plus

               (E)  On   November  1,  2001  an   overadvance   (the  "2001
                    Overadvance   Limit")   in  an  amount  not  to  exceed
                    $400,000.00.   The   2001   Overadvance   Limit   shall
                    automatically  be  reduced  to  $300,000.00  on July 1,
                    2002, to  $200,000.00 on August 1, 2002, to $100,000.00
                    on  September  1, 2002 and to $0.00 on October 1, 2002.
                    In each year thereafter,  if but only if Lender, in its
                    sole   and   absolute   discretion,   elects   to  make
                    overadvance  Revolving  Advances,  in any given  fiscal
                    year,  commencing  on December 1 2002 and on November 1
                    in each year  thereafter,  an overadvance in the amount
                    not to exceed  $500,000.00 (the  "Overadvance  Limit").
                    The 2002 Overadvance  Limit and each Overadvance  Limit
                    thereafter   shall   be   automatically    reduced   to
                    $400,000.00  on  March 1 of the  immediately  following
                    year,  to  $300,000.00  on  April 1 of the  immediately
                    following   year,  to  $200,000.00  on  May  1  of  the
                    immediately  following  year  and to $0.00 on June 1 of
                    the immediately  following  year. No Overadvance  Limit
                    shall exist at any time from June 1 through  October 31
                    in any year subsequent to 2002.

          (b) There is hereby added to Section 1.1 of the Credit Agreement a new
definition which provides for "Eligible Foreign Accounts" as follows:

               "Eligible  Foreign  Accounts"  means Accounts due and owing by an
          Account  debtor located  outside the United States;  but excluding any
          Accounts having any of the following characteristics:

                                      -2-
<PAGE>
                    (i) (A) That  portion  of  Accounts  unpaid  90 days or more
               after the invoice date, or 60 days or more after stated due date;

                    (ii) That portion of Accounts that is disputed or subject to
               a claim of offset or a contra account;

                    (iii) That  portion of Accounts  not yet earned by the final
               delivery of goods or rendition of services, as applicable, by the
               Borrower to the customer;

                    (iv) That  portion of Accounts  for which an invoice has not
               been sent to the applicable account debtor;

                    (v) Accounts owed by any unit of government;

                    (vi) Accounts  owed by an account  debtor that is insolvent,
               the  subject  of  bankruptcy  proceedings  or  has  gone  out  of
               business;

                    (vii)  Accounts  owed by an  Owner,  Subsidiary,  Affiliate,
               Officer or employee of the Borrower;

                    (viii)  Accounts  not subject to a duly  perfected  security
               interest in the  Lender's  favor or which are subject to any Lien
               in favor of any Person other than the Lender;

                    (ix) That  portion of Accounts  that has been  restructured,
               extended, amended or modified;

                    (x) That portion of Accounts that  constitutes  advertising,
               finance charges, service charges or sales or excise taxes;

                    (xi) That portion of Accounts owed by any one Account debtor
               that would permit  Revolving  Advances  supported by such Account
               debtor's Accounts to exceed $300,000 at any one time;

                    (xii) Accounts denominated in any currency other than United
               States dollars,  Canadian dollars,  French francs,  Swiss francs,
               German marks,  Japanese yen,  United Kingdom  pounds  sterling or
               Euros;

                    (xiii)  Accounts  with respect to which the Borrower has not
               instructed   the  Account  debtor  to  pay  the  Account  to  the
               Collateral Account or Lockbox;

                    (xiv)  Accounts  owed by debtors  located in  countries  not
               acceptable to the Lender in its sole discretion;

                                      -3-
<PAGE>
                    (xv)  Accounts  owed by an  account  debtor,  regardless  of
               whether  otherwise  eligible,  if 20% or more of the total amount
               due under  Accounts from such debtor is ineligible  under clauses
               (i), (ii) or (ix) above;

                    (xvi)  Accounts  owed by an Account  debtor,  regardless  of
               whether otherwise  eligible,  in excess of 15% of total Accounts;
               and

                    (xvii) Accounts otherwise deemed  unacceptable to the Lender
               in its sole discretion.

          (c) The definition of "Foreign Accounts  Eligibility Period" contained
in  Section  1.1 of the Credit  agreement  is hereby  deleted  and  replaced  as
follows:

          "Foreign Accounts  Eligibility Period" means the period beginning
          May 1 of each year and ending April 30 of the succeeding year.

          (d)  The   definitions   of  "Capital   Expenditures   Floating  Rate,
"Overadvance Floating Rate",  "Revolving Floating Rate" and "Term Floating Rate"
contained in Section 1.1 of the Credit Agreement are hereby deleted and replaced
as follows:

          "Capital  Expenditures  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 Capital  Expenditures  Floating Rate shall
          automatically  be reduced  to an annual  rate equal to the sum of
          the Prime Rate plus one and one-quarter of one 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 Capital Expenditures  Floating Rate shall change when
          and as the Prime Rate changes.

          "Overadvance Floating Rate" means an annual rate equal to the sum
          of the  Prime  Rate  plus  six  and  one-quarter  of one  percent
          (6.25%). The

                                      -4-
<PAGE>
          Overadvance  Floating Rate shall  automatically  be reduced to an
          annual  rate  equal to the sum of the Prime  Rate plus  three and
          one-quarter  percent  (3.25%)  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  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  Overadvance  Floating Rate shall
          change when and as the Prime Rate changes.

          "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 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  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.

          "Term Floating Rate" means an annual rate equal to the sum of the
          Prime Rate plus four and  three-quarters  of one percent (4.75%).
          The Term  Floating  Rate  shall  automatically  be  reduced to an
          annual  rate  equal  to the sum of the  Prime  Rate  plus one and
          three-quarter  of one  percent  (1.75%)  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 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

                                      -5-
<PAGE>
          of Default or Default Period. The Term Floating Rate shall change
          when and as the Prime Rate changes.

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

          (i) 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),
          2.8(g) and 2.8(h) above,  effective  retroactively to February 1,
          2002, the outstanding  principal  balances of the Revolving Note,
          the  Term  Note  and  the   Capital   Expenditures   Note   shall
          automatically  additionally bear interest at an annual rate equal
          to one percent  (1.0%).  The interest  accruing  pursuant to this
          Section 2.8(i) is collectively referred to as the "Default Period
          Interest".

          (f) There is hereby added a new Section 2.9(g) to the Credit Agreement
which provides as follows:

          (g) Foreign Account  Eligibility  Fee. The Borrower agrees to pay
          the Lender a quarterly  Foreign  Account  Eligibility  Fee in the
          amount of $1,250.00.  Such quarterly fee shall be due and payable
          in  advance  on the  first  day of  each  fiscal  quarter  of the
          Borrower.

          (g)  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.

                    (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

                                      -6-
<PAGE>
          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.

               (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

                                      -7-
<PAGE>
          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).

          (h) 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 FMM, FMS 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.

          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)

                                      -8-
<PAGE>
          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.

               (i) 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 FMM, FMS 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.

          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)

                                       -9-
<PAGE>
          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.

               (j) 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,  FMM, FMS 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
          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)

                                      -10-
<PAGE>
          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  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.

          5. 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.

                                      -11-
<PAGE>
          6.  DEFAULT  WAIVER  FEE.  The  Borrower  shall pay the Lender a fully
earned,  non-refundable  fee in the amount of $15,000.00 in consideration of the
waiver  set forth in  Section  5 above.  Said fee  shall be due and  payable  on
October 1, 2002.

          7. 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 Covenant  Entities and properly executed on behalf of the Borrower,
the Covenant  Entities and 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.

               (d) A guaranty  (the "Trust  Guaranty"),  properly  executed  and
notarized by the Trust which  Guaranty  shall be  applicable to the repayment of
the Overadvance to the extent set forth in the Guaranty.

               (e) An opinion of the  Borrower's  counsel as to the  matters set
forth in  Paragraphs  8(a) and 8(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.

                                      -12-
<PAGE>
          8. REPRESENTATIONS AND WARRANTIES.  The Borrower hereby represents and
warrants to the Lender as follows:

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

               (b) The  execution,  delivery and  performance by the Borrower of
this Amendment 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.

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

          10. NO OTHER  WAIVER.  Except as set forth in Paragraph 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
Security Document or other document held by the Lender,  whether or not known to
the Lender and whether or not existing on the date of this Amendment.

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

                                      -13-
<PAGE>
          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.

               (c) 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 RG
Credit  Agreement  does not  exceed  Aggregate  Availability  under  the  Credit
Agreement and the RG Credit Agreement.

          13. 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 any such fees,  disbursements,  costs and expenses and the fee
required under Paragraph 6 hereof.

          14. 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.

                                      -14-
<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
                                             -----------------------------------


                                      FM PRECISION GOLF MANUFACTURING CORP.,
                                      a Delaware corporation


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


                                      FM PRECISION GOLF SALES CORP.,
                                      a Delaware corporation


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

                                      -15-
<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., (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