AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ROYAL PRECISION, INC.
               (Restated to reflect Amendment of October 19, 1999)

     FIRST: The name of the Corporation is Royal Precision, Inc.

     SECOND:  The address of the  registered  office of the  Corporation  in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington,  County  of New  Castle.  The name of its  registered  agent at that
address is The Corporation Trust Company.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

     FOURTH:

     Section 1. AUTHORIZED SHARES. The total number of shares of stock which the
Corporation  shall have the authority to issue is 11,000,000 of which  1,000,000
are shares of  Preferred  Stock with a par value of one mil  ($0.001)  per share
("Preferred  Stock"), and 10,000,000 are shares of Common Stock with a par value
of one mil ($0.001) per share ("Common Stock").

     Section 2. PREFERRED STOCK. The Board of Directors is expressly  authorized
to adopt,  from time to time,  a resolution  or  resolutions  providing  for the
issuance of Preferred  Stock in one or more series,  to fix the number of shares
in each such series and to fix the designations and the powers,  preferences and
rights, and the  qualifications,  limitations and restrictions  thereof, of each
such series.

     Section 3. COMMON STOCK.  Holders of the issued and  outstanding  shares of
Common Stock shall be entitled to receive  ratably,  in proportion to the number
of shares of Common Stock held by them, (a) such dividends as may be declared by
the Board of  Directors,  from time to time,  out of the  assets or funds of the
Corporation  legally  available for the payment of  dividends,  and (b) upon the
liquidation,  dissolution  or winding up of the  Corporation,  the assets of the
Corporation  remaining  after the payment of creditors and the holders of shares
of any class or series of Preferred  Stock to the extent that the then  existing
terms of such class or series grant them  priority over the holders of shares of
Common Stock.  Neither the merger or  consolidation  of the Corporation  into or
with any  other  corporation,  nor the  merger  or  consolidation  of any  other
corporation into or with the Corporation, nor the sale, lease, exchange or other
disposition (for cash,  shares of stock,  securities or other  consideration) of
all or substantially all of the assets of the Corporation, shall be deemed to be
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a dissolution,  liquidation,  or winding up,  voluntary or  involuntary,  of the
Corporation.  Each share of Common Stock entitles the holder thereof to one vote
on all matters submitted to a vote of the holders of Common Stock.

     FIFTH:

     Section  1.  CLASSIFIED  DIRECTORS.  (a) The  Board of  Directors  shall be
divided  into three  classes;  the term of office of those of the first class to
expire  at the  annual  meeting  next  ensuing;  of the  second  class  one year
thereafter; of the third class two years thereafter; and at each annual election
held after the initial  classification of the Board of Directors and election of
directors to such  classes,  directors  shall be chosen for a full term of three
years, as the case may be, to succeed those whose terms expire. The total number
of  directors  constituting  the  full  Board of  Directors  and the  number  of
directors  in each  class  shall be fixed by, or in the manner  provided  in the
by-laws,  but the total number of directors shall not exceed  seventeen (17) nor
shall the  number of  directors  in any class  exceed  six (6).  Subject  to the
foregoing, the classes of directors need not have the same number of members. No
reduction  in the total number of directors or in the number of directors in any
class  shall be  effective  to remove any  director or to reduce the term of any
director.  If the Board of  Directors  increases  the number of  directors  in a
class,  it may fill the vacancy created thereby for the full remaining term of a
director in that class even  though such term may extend  beyond the next annual
election.  The Board of Directors  may fill any vacancy  occurring for any other
reason for the full remaining  term of the director whose death,  resignation or
removal  caused the  vacancy,  even though such term may extend  beyond the next
annual election.

     (b) Notwithstanding the foregoing,  whenever the holders of any one or more
classes or series of Preferred  Stock issued by the  Corporation  shall have the
right,  voting separately by class or series, to elect directors at an annual or
special  meeting of  stockholders,  the  election,  term of  office,  filling of
vacancies  and other  features  of such  directorships  shall be governed by the
express terms of such class or series,  and such  directors so elected shall not
be divided into classes pursuant to this Article FIFTH unless expressly provided
by such terms.

     (c) Any  director or the entire  Board of  Directors  may be removed by the
holders of a majority  of the shares  then  entitled  to vote at an  election of
directors  only for cause. A director shall hold office until the annual meeting
for the year in which his term  expires and until his  successor  is elected and
qualified, or until his earlier resignation or removal from office for cause.

     Section 2. BALLOTS.  Elections of directors at a special or annual  meeting
of  stockholders  need  not be by  written  ballot  unless  the  by-laws  of the
Corporation shall provide otherwise.

     SIXTH:  The Board of  Directors  shall  have the  power to adopt,  amend or
repeal the by-laws.

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     SEVENTH:  Action shall be taken by the stockholders of the Corporation only
at an annual or special meeting of stockholders, and stockholders may not act by
written  consent.  Special  meetings  of the  Corporation  may be called only as
provided in the by-laws.

     EIGHTH:  A director of this Corporation  shall not be personally  liable to
the  Corporation  or its  stockholders  for  monetary  damages for breach of any
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware  or (iv) for any  transaction  from which the  director
derives an improper  personal  benefit.  If the General  Corporation  Law of the
State of Delaware is amended after approval by the  stockholders of this Article
to  authorize  corporate  action  further  eliminating  or limiting the personal
liability of  directors,  then the  liability  of a director of the  Corporation
shall be  eliminated or limited to the fullest  extent  permitted by the General
Corporation  Law  of  the  State  of  Delaware,  as so  amended.  The  foregoing
limitation on liability shall not apply to acts or omissions  occurring prior to
the effective date of this Article.

     NINTH:

     Section 1. INDEMNIFICATION. The Corporation shall indemnify any director or
officer who was or is a party or is threatened to be made a party to:

     (a) DIRECT ACTIONS.  Any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  Corporation)  by reason of the fact that he
is or was a director,  officer,  employee or agent of the Corporation,  or is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful;  the  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO  CONTENDERE  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful; or

     (b) DERIVATIVE ACTIONS. Any threatened, pending or completed action or suit
by or in the right of the  Corporation  to  procure a  judgment  in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the

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Corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     The  Corporation  may indemnify any of its other employees or agents to the
same extent and subject to the same  procedures and limitations as are set forth
in this  Section  1 and  Section  3 below as it is  required  to  indemnify  its
directors and officers by this Section 1.

     Section 2.  SUCCESSFUL  DEFENSE.  To the extent that a  director,  officer,
employee  or agent of the  Corporation  has been  successful  on the  merits  or
otherwise in defense of any action,  suit or proceeding referred to in Section 1
of this Article,  or in defense of any claim, issue or matter therein,  he shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him in connection therewith.

     Section 3. STANDARD OF CONDUCT. Any indemnification under Section 1 of this
Article  (unless  ordered by a court) shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the  applicable  standard of conduct set forth in said Section 1 of this
Article.  Such  determination  shall be made (1) by the board of  directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,  or, even
if obtainable a quorum of  disinterested  directors so directs,  by  independent
legal counsel in a written opinion, or (3) by the stockholders.

     Section 4.  PAYMENT  OF  EXPENSES.  Expenses  (including  attorneys'  fees)
incurred  by  an  officer  or  director  in  defending   any  civil,   criminal,
administrative, or investigative action, suit or proceeding shall be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be  indemnified  by the  Corporation  as  authorized in this Article
NINTH. Such expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and  conditions,  if any,  as the board of
directors deems appropriate.

     Section 5. NOT EXCLUSIVE.  The  indemnification and advancement of expenses
provided by, or granted  pursuant to, the provisions of this Article NINTH shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification or advancement of expenses may be entitled under the certificate
of  incorporation,  or any  agreement,  vote of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office.

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     Section 6. INSURANCE.  The Corporation may purchase and maintain  insurance
on behalf of any person who is a  director,  officer,  employee  or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.

     Section 7. DEFINITIONS.

     (a) THE CORPORATION. For purposes of this Article NINTH, references to "the
Corporation"  shall include,  in addition to the  Corporation,  any  constituent
corporation   (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or merger which, if its separate  existence had continued,  would
have had power and authority to indemnify its directors, officers, and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  constituent  corporation  or is or was  serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
shall stand in the same position under the provisions of this NINTH with respect
to the resulting or surviving  corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

     (b) OTHER  ENTERPRISES.  For purposes of this Article NINTH,  references to
"other enterprises" shall include employee benefit plans;  references to "fines"
shall include any excise taxes  assessed on a person with respect to an employee
benefit  plan;  and  references  to "serving at the request of the  Corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the
Corporation  which imposes  duties on, or involves  services by, such  director,
officer,  employee,  or agent with  respect to an  employee  benefit  plan,  its
participants,  or  beneficiaries;  and a person who acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  Corporation" as referred to in
this Article NINTH.

     Section 8. CONTRACTUAL  NATURE.  This Article NINTH shall be deemed to be a
contract  between the  Corporation  and each  director and officer who serves as
such at any time  while  this  Article  NINTH is in  effect,  and any  repeal or
modification  thereof shall not affect any rights or  obligations  then existing
with respect to any state of facts then or  theretofore  existing or any action,
suit or proceeding  theretofore or thereafter  brought based in whole or in part
upon such  state of facts.  The  indemnification  and  advancement  of  expenses
provided by, or granted pursuant to, this Article NINTH shall,  unless otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs,  executors
and administrators of such a person.

     TENTH:  Effective upon the filing of this Amended and Restated  Certificate
of  Incorporation,  each share of the Common Stock, par value $.01 per share, of
the Corporation theretofore issued and outstanding ("Old Common Stock") shall be
split  into 10 shares of the  Common  Stock  described  in  Section 3 of Article

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FOURTH above ("New Common Stock") and each holder of a certificate  representing
Old  Common  Stock  (an  "Old  Certificate")  shall be  entitled  to  receive  a
certificate representing the number of shares of New Common Stock into which the
shares of Old Common Stock  represented by the Older Certificate were split upon
surrender of such Old Certificate to the Corporation.

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