[ROYAL PRECISION LETTERHEAD]

Charles T. Sherman, President
PH Group Inc.
2241 CityGate Drive
Columbus, Ohio  43219

     RE: LETTER OF INTENT

Dear Chuck:

This will confirm our  discussions  concerning  the proposed  acquisition  of PH
Group Inc. ("PH") by Royal  Precision,  Inc. ("RP") upon the following terms and
conditions:

1.   PH will become a wholly-owned  subsidiary of RP and each holder of PH stock
     will receive $1.00 worth of RP stock for each share of PH stock owned.

2.   RP stock will be valued at the average  closing  price of RP for the twenty
     consecutive  trading days ending two days prior to the date of execution of
     a definitive agreement.

3.   You will remain a member of the board of  directors  and CEO of PH; PH will
     repay any  amounts  owed to you at the  closing;  and you will  receive  an
     option to  acquire  25,000  shares of RP with a strike  price  equal to the
     closing  price on the day prior to the closing.  Additionally,  the term of
     your current employment agreement shall be extended to December 31, 2005.

4.   The proposed transaction will be subject to the following conditions:

     (a)  Approval by the Board of Directors of PH and RP;
     (b)  Approval by the Shareholders of PH, and, if legally  required,  of the
          Shareholders of RP;
     (c)  Execution  and delivery of a merger  agreement,  containing  customary
          representations  and warranties  regarding  various  matters and other
          provisions  of  the  type  usually  included  in  agreements  covering
          transactions of this nature;
     (d)  Receipt of all  governmental  and  regulatory  permits,  approvals and
          clearances which the proposed transaction may require;

5.   PH agrees  that PH will not merge  with any  person or entity  nor will the
     stock or the  assets of PH be sold or placed on the  market for sale to any
     person or entity  other than RP, and PH will not (a)  provide any person or
     entity with information  relating to the sale of the stock or assets of PH,
     or (b) negotiate  with any person or entity with respect to the  foregoing,
     in each case for a period ending on November 12, 2000.

Charles T. Sherman, President
April 6, 2000
Page 2


6.   PH hereby grants to RP an option to acquire up to 500,000 shares of PH at a
     price of $.50 per share, which option may be exercised at one or more times
     over the period of three years beginning on the date hereof.

7.   The parties  shall  mutually  agree on the timing and content of the public
     announcement  of the  execution  of this  letter of  intent.  Additionally,
     without the prior written consent of the other party hereto, no party will,
     and will direct its directors,  officers, employees and representatives not
     to, disclose to any person either the fact that discussions or negotiations
     are taking  place  concerning  a possible  transaction  between the parties
     hereto or any of the terms,  conditions  or other facts with respect to any
     such possible transaction, including the status thereof.

8.   Each  Party  shall be  responsible  for its own fees,  costs  and  expenses
     incurred in connection with the proposed transaction.

9.   This Letter of Intent shall be subject to, and construed under, the laws of
     the State of Ohio  applicable to  agreements to be performed  solely within
     the State of Ohio.

As indicated by the caption,  this is a letter of intent which  represents  only
the current  thinking of the parties with respect to certain of the major issues
relating  to  the  proposed  transaction.   Therefore,   it  is  understood  and
acknowledged  that this  letter  shall  not be  deemed  to be a legally  binding
agreement between the parties for any purpose,  except for paragraphs 5, 6, 7, 8
and 9 which are intended to be, and are, legally binding  agreements between the
parties hereto. If you concur that this letter  accurately  reflects our current
mutual understanding of the proposed transaction, and serves as a declaration of
good faith intent to move forward to negotiate a binding agreement  covering the
proposed  transaction,  please indicate your concurrence by signing the enclosed
copy of the letter, and returning the same to us as soon as possible.

This letter will not be effective if you have not signed it by Friday, September
15, 2000.

Very truly yours,

ROYAL PRECISION, INC.

/s/ Thomas A. Schneider
---------------------------------
Thomas A. Schneider, President

Date: September 18, 2000


ACCEPTED AND AGREED TO:

PH GROUP INC.

By: /s/ Charles T. Sherman
    -----------------------------
    Charles T. Sherman, President

Date: September 15, 2000