Amendment To Manufacturing And Supply Agreement

Indicated that confidential portion
has been omitted and filed separately
with the Securities and Exchange Commission


Exhibit 10.17


AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT


This AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT (the "Amendment") is made as of this 4th day of April, 1997 by and between ROYAL GRIP, INC., a Nevada corporation ("Purchaser"), and ACUSHNET RUBBER COMPANY, INC., a Massachusetts corporation ("Vendor").


RECITALS
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A. Purchaser and Vendor are parties to that certain Manufacturing and Supply Agreement dated as of December 21, 1996 (the "Agreement") whereby, among other things, Vendor became the exclusive supplier of non-cord grips (the "Grips") to Purchaser.


B. Vendor has experienced delays in the production of Grips and, as a result thereof, has failed to meet production requirements under the Agreement.


C. The parties have agreed to amend and to waive certain provisions of the Agreement and are entering into this Amendment in furtherance of such agreements.


NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties hereby agree as follows:


1. Amendments. The parties to the Agreement hereby agree to amend and to waive certain provisions of the Agreement as follows:


(i) Section 1.1(b) is hereby amended by deleting such
subsection in its entirety and by inserting in lieu thereof the
following: "Subject to the terms hereof, Purchaser hereby agrees to
purchase from Vendor 100% of its requirements of Grips during the term
of this Agreement; provided, however, that if and to the extent that
Vendor fails for any reason to supply (or fails to notify Purchaser in
accordance herewith of its ability to supply) a number of Grips
sufficient to meet Purchaser's requirements at any time or from time to
time during the term of this Agreement, Purchaser may (whether or not
such notice is provided), at its option and discretion and without
prejudice to any of its rights or remedies arising hereunder or under
applicable law, purchase from one or more third party suppliers the
Grips not supplied by Vendor in accordance herewith that are necessary
to fulfill Purchaser's requirements (the "Additional Grips"). Vendor
further agrees that in the event Purchaser purchases Additional Grips
from other third party suppliers, Vendor shall promptly notify
Purchaser from time to time of its ability to manufacture and supply
all or any portion of such Additional Grips (on an ongoing basis), and
Purchaser shall use reasonable efforts to transition the manufacture
and supply of such Additional Grips (or portion thereof) back to Vendor
as soon as is reasonably practicable, subject to any supply agreements
entered into by Purchaser for such Additional Grips. Nothing contained
herein shall relieve Vendor from either the minimum production
requirements or the penalties for failing to meet such requirements set
forth in Section 2.1(b) or elsewhere herein."
* Confidential portion has been omitted
and filed separately with the Commission


(ii) Section 2.1 is hereby amended by deleting such section in
its entirety and by inserting in lieu thereof the following:


"Purchase Requirements.
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(a) Upon receipt of Purchaser's firm orders therefor,
Vendor hereby agrees to manufacture and supply to
Purchaser Grips during each calendar month beginning
April 1, 1997 and ending December 31, 1997 (the
"Transition Term") at a rate of up to [ * ] Grips per
month. For purposes of calculating Vendor's
production requirements pursuant to this Section 2.1,
the number of Grips manufactured and supplied by
Vendor shall constitute the number of Grips actually
manufactured and supplied by Vendor and the number of
Grips not manufactured by Vendor but with respect to
which Vendor completes secondary buffing, trimming or
painting, in each case pursuant to Purchaser's orders
during each month of the Transition Term, and shall
not include any Grips manufactured by Vendor or
otherwise in Vendor's inventory prior to April 1,
1997, or during any period prior to the commencement
of any calendar month during the Transition Term.


(b) In the event Purchaser orders from Vendor a
number of Grips equal to or less than [ * ] Grips
during any calendar month during the Transition Term,
and Vendor fails for any reason to manufacture and
supply the number of Grips ordered by Purchaser (up
to [ * ] Grips) during any month of such Transition
Term, Purchaser shall be entitled to, and Vendor
shall provide Purchaser with, a credit (each a
"Purchase Credit" and collectively, the "Purchase
Credits"), to be applied against invoices for
purchases of Grips by Purchaser during the term of
this Agreement. Each such Purchase Credit shall be
equal to the product of (i) the number of Grips
ordered by Purchaser for delivery to its customers or
distributors each calendar month (up to [ * ] Grips),
minus the number of Grips manufactured and supplied
by Vendor in accordance with this Agreement during
each such month, (ii) multiplied by $[ * ]. In the
event that this Agreement is terminated or expires
prior to the time that Purchaser has used all of its
accumulated Purchase Credits and other credits
pursuant to Section 3.3 (d) hereof, Vendor shall pay
to Purchaser, in addition to any other amounts owing
hereunder, an amount in cash equal to all unused
Purchase Credits existing at the time of such
termination or expiration, such payment to be made
within
2
* Confidential portion has been omitted
and filed separately with the Commission


three (3) days after the date of such termination or
expiration.


(c) In the event Purchaser is permitted to order from
Vendor (and orders from Vendor and sells) more than [
* ] Grips during any calendar month during the
Transition Term, and Vendor manufactures and supplies
in such calendar month a number of Grips in excess of
[ * ] Grips ordered and sold by Purchaser (such
excess amount over [ * ] Grips being referred to
herein as the "Excess Grips"), Vendor shall be
entitled, in addition to the base price for such
Grips in accordance with Section 3.1 hereof, to a sum
equal to (i) $[ * ] per Grip, multiplied by (ii) the
number of Excess Grips; provided, however, that the
maximum amount payable to Vendor pursuant to this
Section 2.1(c) shall in no event exceed an aggregate
of $[ * ] plus the amount of any additional Purchase
Credits previously earned by Purchaser. If on the due
date of any payment owing to Vendor by Purchaser
under this Section 2.1(c) Purchaser has unused
Purchase Credits or any unused portion of its Initial
Credit under Section 3.3(d) hereof, such payment
obligations shall be satisfied by appropriate offset
or reduction of Purchaser's unused credits. In the
event Purchaser has no accumulated unused credits at
the time such payment obligation is due hereunder,
and subject to the remaining provisions hereof,
Purchaser shall be obligated to pay such amounts to
Vendor in accordance with the then existing payment
terms betwee ...