




INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT



MASTER  AGREEMENT  dated as of December 9, 1996,  by and between BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION  ("BofA"), a national banking association
and its  subsidiaries and related entities set forth in Part II of the Schedule,
and ASHWORTH, INC., a Delaware corporation.

SECTION 1.  DEFINITIONS.

Unless  otherwise  required by the context,  the following  terms shall have the
following meanings in the Agreement:

"Agreement" has the meaning given to it in Section 2.2.

"Base  Currency"  means as to a Party the Currency agreed as such in relation to
it in Part VIII of the Schedule hereto.

"Base Currency Rate" means as to a Party and any amount the cost (expressed as a
percentage rate per annum) at which that Party would be able to fund that amount
from such  sources and for such periods as it may in its  reasonable  discretion
from time to time decide, as determined in good faith by it.

"Business  Day" means (i) a day which is a Local Banking Day for the  applicable
Designated  Office of both Parties,  or (ii) solely in relation to delivery of a
Currency, a day which is a Local Banking Day in relation to that Currency.

"Close-Out Amount" has the meaning given to it in Section 5.1.

"Close-Out  Date" means a day on which,  pursuant to the  provisions  of Section
5.1, the Non-Defaulting  Party closes out and liquidates Currency Obligations or
such a closeout and liquidation occurs automatically.

"Closing Gain" means, as to the Non-Defaulting  Party, the difference  described
as such in relation to a particular  Value Date under the  provisions of Section
5.1.

"Closing Loss" means, as to the Non-Defaulting  Party, the difference  described
as such in relation to a particular  Value Date under the  provisions of Section
5.1.

"Confirmation"  means a writing (including telex,  facsimile or other electronic
means  from  which it is  possible  to  produce a hard  copy)  evidencing  an FX
Transaction  governed  by the  Agreement  which  shall  specify  (i) the Parties
thereto and their Designated Offices through which they are respectively acting,
(ii) the  amounts of the  Currencies  being  bought or sold and by which  Party,
(iii) the Value  Date,  and (iv) any other  term  generally  included  in such a
writing in accordance with the practice of the relevant foreign exchange market.

"Credit Support Document" means, as to a Party (the "first Party"),  a guaranty,
hypothecation agreement,  margin or security agreement or document, or any other
document  containing an obligation of a third party ("Credit Support  Provider")
or of the first Party in favor of the other Party  supporting any obligations of
the first Party hereunder.

"Credit Support Provider" has the meaning given to it in the definition of 
Credit
Support Document.

"Currency" means money denominated in the lawful currency of any country or the
 ECU.

"Currency Obligation" means any obligation of a Party to deliver a Currency 
pursuant


<PAGE>



to an FX Trans-action governed by the Agreement, or pursuant to the application
of
Sections 3.3(a) or 3.3(b).

"Custodian" has the meaning given to it in the definition of Event of Default.

"Defaulting Party" has the meaning given to it in the definition of Event of 
Default.

"Designated  Office(s)" means, as to a Party, the office(s) specified in Part II
of the Schedule  hereto,  as such  Schedule may be modified from time to time by
agreement of the Parties.

"Effective Date" means the date of this Master Agreement.

"Event of Default"  means the occurrence of any of the following with respect to
a Party (the  "Defaulting  Party",  the other  Party  being the "Non  Defaulting
Party"):

(i) the Defaulting Party shall default in any payment under the Agreement to the
Non-  Defaulting  Party  with  respect  to any sum when due under  any  Currency
Obligation or pursuant to the Agreement and such failure shall  continue for two
(2)  Business  Days  after  written  notice  of non  payment  given  by the  Non
Defaulting Party to the Defaulting Party;

(ii) the Defaulting  Party shall  commence a voluntary case or other  proceeding
seeking  liquidation,  reorganization  or other  similar  relief with respect to
itself or to its debts  under any  bankruptcy,  insolvency  or similar  law,  or
seeking  the  appointment  of  a  trustee,  receiver,  liquidator,  conservator,
administrator,  custodian or other similar  official (each, a "Custodian") of it
or any  substantial  part of its assets;  or shall take any corporate  action to
authorize any of the foregoing;

(iii) an involuntary  case or other  proceeding  shall be commenced  against the
Defaulting  Party seeking  liquidation,  reorganization  or other similar relief
with respect to it or its debts under any bankruptcy,  insolvency or similar law
or seeking the appointment of a Custodian of it or any  substantial  part of its
assets,  and such  involuntary  case or other proceeding is not dismissed within
five (5) days of its institution or presentation;

(iv)  the Defaulting Party is bankrupt or insolvent, as defined under any 
bankruptcy
or insolvency law applicable to such Party;

(v)  the Defaulting Party shall otherwise be unable to pay its debts as they 
become
due;

(vi) the  Defaulting  Party or any Custodian  acting on behalf of the Defaulting
Party shall disaffirm, disclaim or repudiate any Currency Obligation;

(vii) (a) any  representation  or warranty made or deemed made by the Defaulting
Party pursuant to the Agreement or pursuant to any Credit Support Document shall
prove to have been false or misleading in any material respect as at the time it
was made or given and one (1) Business Day has elapsed after the Non  Defaulting
Party  has  given  the  Defaulting  Party  written  notice  thereof,  or (b) the
Defaulting  Party fails to perform or comply with any  obligation  assumed by it
under the  Agreement  (other  than an  obligation  to make  payment  of the kind
referred  to in Clause (i) of this  definition  of Event of  Default),  and such
failure is continuing  thirty (30) days after the Non Defaulting Party has given
the Defaulting Party written notice thereof;

(viii) the Defaulting  Party  consolidates or amalgamates with or merges into or
transfers  all or  substantially  all its assets to  another  entity and (a) the
creditworthiness of the resulting,  surviving or transferee entity is materially
weaker than that of the  Defaulting  Party prior to such  action,  or (b) at the
time of such  consolidation,  amalgamation,  merger or transfer  the  resulting,
surviving or  transferee  entity fails to assume all of the  obligations  of the
Defaulting Party under the


<PAGE>



Agreement by operation of law or pursuant to an agreement satisfactory to the
Non
Defaulting Party;

(ix) by reason of any default, or event of default or other similar condition or
event, any Specified  Indebtedness  (being  Specified  Indebtedness of an amount
which,  when expressed in the Currency of the Threshold  Amount, is in aggregate
equal to or in excess of the Threshold  Amount) of the  Defaulting  Party or any
Credit  Support  Provider  in  relation  to it:  (a) is not paid on the due date
therefor and remains  unpaid after any applicable  grace period has elapsed,  or
(b) becomes,  or becomes capable at any time of being declared,  due and payable
under agreements or instruments evidencing such Specified Indebtedness before it
would otherwise have been due and payable;

(x) the  Defaulting  Party  is in  breach  of or  default  under  any  Specified
Transaction  and any applicable  grace period has elapsed,  and there occurs any
liquidation or early  termination of, or acceleration of obligations  under that
Specified  Transaction or the Defaulting  Party (or any Custodian on its behalf)
disaffirms,  disclaims  or  repudiates  the  whole  or any  part of a  Specified
Transaction; or

(xi) (a) any Credit Support  Provider in relation to the Defaulting Party or the
Defaulting  Party  itself  fails to comply  with or  perform  any  agreement  or
obligation  to be  complied  with or  performed  by it in  accordance  with  the
applicable  Credit  Support  Document and such failure is  continuing  after any
applicable grace period has elapsed; (b) any Credit Support Document relating to
the  Defaulting  Party expires or ceases to be in full force and effect prior to
the satisfaction of all obligations of the Defaulting Party under the Agreement,
unless  otherwise  agreed  in  writing  by the  Non  Defaulting  Party;  (c) the
Defaulting  Party or its  Credit  Support  Provider  (or,  in either  case,  any
Custodian acting on its behalf) disaffirms, disclaims or repudiates, in whole or
in part, or challenges  the validity of, the Credit  Support  Document;  (d) any
representation  or warranty made or deemed made by any Credit  Support  Provider
pursuant  to any  Credit  Support  Document  shall  prove to have been  false or
misleading in any material respect as at the time it was made or given or deemed
made or given and one (1)  Business  Day has  elapsed  after the Non  Defaulting
Party has given the Defaulting  Party written notice  thereof;  or (e) any event
set out in (ii) to (vi) or (viii) to (x) above  occurs in  respect of the Credit
Support Provider.

"FX Transaction"  means any transaction  between the Parties for the purchase by
one Party of an  agreed  amount in one  Currency  against  the sale by it to the
other  of  an  agreed  amount  in  another  Currency  both  such  amounts  being
deliverable  on the same Value  Date,  and in respect of which  transaction  the
Parties  have  agreed  (whether  orally,  electronically  or  in  writing):  the
Currencies  involved,  the amounts of such  Currencies to be purchased and sold,
which Party will purchase which Currency and the Value Date.

"Local Banking Day" means (i) for any Currency,  a day on which commercial banks
effect deliveries of that Currency in accordance with the market practice of the
relevant foreign exchange market,  and (ii) for any Party, a day in the location
of the applicable  Designated  Office of such Party on which commercial banks in
that location are not authorized or required by law to close.

"Master Agreement" means the terms and conditions set forth in this master 
agreement.

"Matched  Pair  Novation  Netting  Office(s)"  means in  respect  of a Party the
Designated  Office(s) specified in Part V of the Schedule,  as such Schedule may
be modified from time to time by agreement of the Parties.

"Non-Defaulting Party" has the meaning given to it in the definition of Event of
Default.

"Novation  Netting  Office(s)"  means  in  respect  of a  Party  the  Designated
Office(s) specified in Part IV of the Schedule, as such Schedule may be modified
from time to time by agreement of the Parties.


<PAGE>



"Parties" means the parties to the Agreement and shall include their  successors
and permitted assigns (but without prejudice to the application of Clause (viii)
of the  definition  of  Event  of  Default);  and the term  "Party"  shall  mean
whichever of the Parties is appropriate in the context in which such  expression
may be used.

"Proceedings" means any suit, action or other proceedings relating to the 
Agreement.

"Settlement  Netting  Office(s)"  means,  in respect of a Party,  the Designated
Office(s)  specified  in  Part  III of the  Schedule,  as such  Schedule  may be
modified from time to time by agreement of the Parties.

"Specified  Indebtedness"  means any  obligation  (whether  present  or  future,
contingent  or  otherwise,  as principal or surety or  otherwise)  in respect of
borrowed money, other than in respect of deposits received.

"Specified  Transaction"  means any  transaction  (including  an agreement  with
respect  thereto)  between  one Party to the  Agreement  (or any Credit  Support
Provider  of such  Party) and the other  Party to the  Agreement  (or any Credit
Support  Provider of such Party) which is a rate swap  transaction,  basis swap,
forward rate transaction,  commodity swap,  commodity  option,  equity or equity
linked swap, equity or equity index option,  bond option,  interest rate option,
foreign  exchange  transaction,  cap  transaction,  floor  transaction,   collar
transaction,  currency swap transaction,  cross-currency  rate swap transaction,
currency  option or any other  similar  transaction  (including  any option with
respect to any of these  transactions) or any combination of any of the forgoing
transactions.

"Split Settlement" has the meaning given to it in the definition of Value Date.

"Threshold  Amount" means the amount specified as such for each Party in Part IX
of the Schedule.

"Value Date" means,  with  respect to any FX  Transaction,  the Business Day (or
where market practice in the relevant foreign exchange market in relation to the
two Currencies  involved provides for delivery of one Currency on one date which
is a Local  Banking  Day in  relation  to  that  Currency  but not to the  other
Currency and for delivery of the other Currency on the next Local Banking Day in
relation to that other Currency ("Split  Settlement") the two Local Banking Days
in accordance with that market  practice)  agreed by the Parties for delivery of
the  Currencies to be purchased and sold pursuant to such FX  Transaction,  and,
with  respect to any Currency  Obligation,  the Business Day (or, in the case of
Split  Settlement,  Local  Banking  Day) upon  which the  obligation  to deliver
Currency pursuant to such Currency Obligation is to be performed.


SECTION 2.  FX TRANSACTIONS.

2.1 Scope of the  Agreement.  (a)  Unless  otherwise  agreed in  writing  by the
Parties,  each FX Transaction entered into between two Designated Offices of the
Parties on or after the Effective Date shall be governed by the  Agreement.  (b)
All  FX  Transactions   between  any  two  Designated  Offices  of  the  Parties
outstanding on the Effective Date which are identified on Part I of the Schedule
shall be FX Transactions  governed by the Agreement and every  obligation of the
Parties  thereunder to deliver a Currency shall be a Currency  Obligation  under
the Agreement.

2.2 Single Agreement. This Master Agreement, the particular terms agreed between
the Parties in relation to each and every FX Transaction governed by this Master
Agreement (and, insofar as such terms are recorded in a Confirmation,  each such
Confirmation),  the Schedule to this Master  Agreement and all amendments to any
of such items  shall  together  form the  agreement  between  the  Parties  (the
"Agreement")  and shall  together  constitute  a single  agreement  between  the
Parties.  The  Parties  acknowledge  that all FX  Transactions  governed  by the
Agreement are entered into in reliance upon the fact


<PAGE>



that all items constitute a single agreement between the Parties.

2.3 Confirmations.  FX Transactions  governed by the Agreement shall be promptly
confirmed by the Parties by Confirmations exchanged by mail, telex, facsimile or
other electronic means. The failure by a Party to issue a Confirmation shall not
prejudice  or  invalidate  the  terms  of any  FX  Transaction  governed  by the
Agreement.


SECTION 3.  SETTLEMENT AND NETTING.

3.1  Settlement.  Subject to Section 3.2,  each Party shall deliver to the other
Party the amount of the  Currency  to be  delivered  by it under  each  Currency
Obligation on the Value Date for such Currency Obligation.

3.2 Net Settlement/Payment  Netting. If on any Value Date more than one delivery
of a  particular  Currency is to be made  between a pair of  Settlement  Netting
Offices,   then  each  Party  shall  aggregate  the  amounts  of  such  Currency
deliverable by it and only the difference  between these aggregate amounts shall
be delivered by the Party owing the larger  aggregate amount to the other Party,
and, if the aggregate  amounts are equal,  no delivery of the Currency  shall be
made.

3.3  Novation Netting.

(a) By Currency.  If the Parties  enter into an FX  Transaction  governed by the
Agreement  through a pair of Novation  Netting Offices giving rise to a Currency
Obligation  for the same Value Date and in the same  Currency as a then existing
Currency  Obligation  between the same pair of Novation  Netting  Offices,  then
immediately  upon  entering  into  such  FX  Transaction,   each  such  Currency
Obligation  shall  automatically  and  without  further  action be  individually
cancelled  and  simultaneously  replaced by a new Currency  Obligation  for such
Value Date  determined  as  follows:  the  amounts of such  Currency  that would
otherwise  have been  deliverable  by each  Party on such  Value  Date  shall be
aggregated  and the Party  with the  larger  aggregate  amount  shall have a new
Currency Obligation to deliver to the other Party the amount of such Currency by
which its aggregate amount exceeds the other Party's aggregate amount,  provided
that if the aggregate amounts are equal, no new Currency Obligation shall arise.
This  Clause (a) shall not affect any other  Currency  Obligation  of a Party to
deliver any different Currency on the same Value Date.

(b) By Matched Pair. If the Parties enter into an FX Transaction governed by the
Agreement  between a pair of Matched  Pair  Novation  Netting  Offices  then the
provisions of Section 3.3(a) shall apply only in respect of Currency Obligations
arising by virtue of FX  Transactions  governed by the  Agreement  entered  into
between such pair of Matched Pair  Novation  Netting  Offices and  involving the
same pair of Currencies and the same Value Date.

3.4  General.

(a)  Inapplicability of Sections 3.2 and 3.3. The provisions of Sections 3.2 and
3.3 shall not apply if a Close Out Date has occurred or an  involuntary  case or
other  proceeding  of the kind  described in Clause (iii) of the  definition  of
Event of Default has  occurred  without  being  dismissed  in relation to either
Party.

(b) Failure to Record. The provisions of Section 3.3 shall apply notwithstanding
that either Party may fail to record the new Currency Obligations in its books.

(c) Cutoff  Date and Time.  The  provisions  of Section  3.3 are  subject to any
cut-off date and cut-off time agreed  between the  applicable  Novation  Netting
Offices and Matched Pair Novation Netting Offices of the Parties.


SECTION 4.  REPRESENTATIONS, WARRANTIES AND COVENANTS.


<PAGE>



4.1  Representations  and Warranties.  Each Party represents and warrants to the
other  Party  as of the  date  of the  Agreement  and as of the  date of each FX
Transaction  governed by the Agreement  that: (i) it has authority to enter into
the Agreement and such FX Transaction;  (ii) the persons executing the Agreement
and entering into such FX Transaction  have been duly authorized to do so; (iii)
the  Agreement  and the Currency  Obligations  created  under the  Agreement are
binding  upon it and  enforceable  against it in  accordance  with  their  terms
(subject to applicable principles of equity) and do not and will not violate the
terms of any  agreements to which such Party is bound;  (iv) no Event of Default
has occurred and is continuing  with respect to it; and (v) it acts as principal
in entering into each and every FX Transaction governed by the Agreement.

4.2 Covenants.  Each Party covenants to the other Party that: (i) it will at all
times  obtain  and  comply  with the  terms of and do all that is  necessary  to
maintain in full force and effect all  authorizations,  approvals,  licenses and
consents  required to enable it to lawfully  perform its  obligations  under the
Agreement; and (ii) it will promptly notify the other Party of the occurrence of
any Event of Default  with respect to itself or any Credit  Support  Provider in
relation to it.


SECTION 5.  CLOSE OUT AND LIQUIDATION.

5.1  Circumstances  of  Close-Out  and  Liquidation.  If an Event of Default has
occurred and is continuing,  then the Non Defaulting  Party shall have the right
to close out and liquidate in the manner  described below all, but not less than
all,  outstanding  Currency  Obligations  (except to the extent that in the good
faith opinion of the Non Defaulting  Party certain of such Currency  Obligations
may not be closed-out and  liquidated  under  applicable  law), by notice to the
Defaulting Party. If "Automatic Termination" is specified as applying to a Party
in Part VI of the Schedule,  then, in the case of an Event of Default  specified
in Clauses (ii) or (iii) of the  definition  thereof with respect to such Party,
such close-out and liquidation shall be automatic as to all outstanding Currency
Obligations. Where such close out and liquidation is to be effected, it shall be
effected by:

(i) closing out each  outstanding  Currency  Obligation  (including any Currency
Obligation  which has not been  performed and in respect of which the Value Date
is on or precedes the Close-Out  Date) so that each such Currency  Obligation is
cancelled  and the Non  Defaulting  Party  shall  calculate  in good  faith with
respect to each such  cancelled  Currency  Obligation,  the Closing  Gain or, as
appropriate, the Closing Loss, as follows: (x) for each Currency Obligation in a
Currency  other  than the  Non-Defaulting  Party's  Base  Currency  calculate  a
"Close-Out Amount" by converting:

(A)
in the case of a Currency Obligation whose Value Date is the same as or is later
than the Close-Out Date, the amount of such Currency Obligation; or

(B)
in the case of a Currency  Obligation  whose Value Date  precedes the  Close-Out
Date, the amount of such Currency Obligation increased,  to the extent permitted
by  applicable  law,  by adding  interest  thereto  from the  Value  Date to the
Close-Out Date at the rate representing the cost (expressed as a percentage rate
per annum) at which the Non-  Defaulting  Party  would  have been able,  on such
Value Date, to fund the amount of such Currency  Obligation  for the period from
the Value Date to the Close-Out Date

into such Base  Currency  at the rate of  exchange  at which the  Non-Defaulting
Party can buy or sell,  as  appropriate,  such Base Currency with or against the
Currency  of such  Currency  Obligation  for  delivery on the Value Date of that
Currency  Obligation,  or if such Value Date  precedes the Close-Out  Date,  for
delivery on the Close-Out Date; and

(y)  determine in relation to each Value Date:  (A) the sum of all Close-Out 
Amounts


<PAGE>



relating to Currency Obligations under which, and of all Currency Obligations in
the Non-Defaulting  Party's Base Currency under which, the Non-Defaulting  Party
would  otherwise  have  been  obliged  to  deliver  the  relevant  amount to the
Defaulting  Party  on that  Value  Date,  adding  (to the  extent  permitted  by
applicable  law),  in the case of a Currency  Obligation  in the  Non-Defaulting
Party's Base Currency whose Value Date precedes the Close-Out Date, interest for
the  period  from the  Value  Date to the  CloseOut  Date at the  Non-Defaulting
Party's Base  Currency  Rate as at such Value Date for such period;  and (B) the
sum of all Close-Out  Amounts relating to Currency  Obligations under which, and
of all Currency  Obligations in the  Non-Defaulting  Party's Base Currency under
which,  the  Non-Defaulting  Party would otherwise have been entitled to receive
the  relevant  amount on that Value  Date,  adding (to the extent  permitted  by
applicable  law),  in the case of a Currency  Obligation  in the  Non-Defaulting
Party's Base Currency whose Value Date precedes the Close-Out Date, interest for
the  period  from the Value  Date to the  Close-Out  Date at the  Non-Defaulting
Party's Base Currency Rate as at such Value Date for such period;

(z) if the sum determined  under (y)(A) is greater than the sum determined under
(y)(B), the difference shall be the Closing Loss for such Value Date; if the sum
determined  under  (y)(A)  is less than the sum  determined  under  (y)(B),  the
difference shall be the Closing Gain for such Value Date;

(ii) to the extent  permitted by applicable  law,  adjusting the Closing Gain or
Closing Loss for each Value Date  falling  after the  Close-Out  Date to present
value by discounting the Closing Gain or Closing Loss from the Value Date to the
Close Out Date, at the Non  Defaulting  Party's Base  Currency  Rate, or at such
other rate as may be prescribed by applicable law;

(iii) aggregating the following amounts so that all such amounts are netted into
a single  liquidated  amount payable by or to the Non Defaulting  Party: (x) the
sum of the Closing Gains for all Value Dates (discounted to present value, where
appropriate,  in accordance  with the  provisions of Clause (ii) of this Section
5.1) (which for the purposes of this aggregation shall be a positive figure) and
(y) the sum of the  Closing  Losses for all Value Dates  (discounted  to present
value,  where  appropriate,  in accordance with the provisions of Clause (ii) of
this Section 5.1) (which for the purposes of the aggregation shall be a negative
figure); and

(iv) if the  resulting  net  amount  is  positive,  it shall be  payable  by the
Defaulting Party to the Non Defaulting  Party,  and if it is negative,  then the
absolute  value of such amount shall be payable by the Non  Defaulting  Party to
the Defaulting Party.

5.2  Calculation of Interest.  Any addition of interest or discounting  required
under Clause (i) or (ii) of Section 5.1 shall be  calculated on the basis of the
actual  number  of  days  elapsed  and of a year of  such  number  of days as is
customary  for  transactions  involving  the  relevant  Currency in the relevant
foreign exchange market.

5.3 Other FX Transactions.  Where close-out and liquidation occurs in accordance
with Section 5.1, the Non  Defaulting  Party shall also be entitled to close-out
and  liquidate,  to the  extent  permitted  by  applicable  law,  any  other  FX
Transactions  entered into  between the Parties  which are then  outstanding  in
accordance  with the provisions of Section 5.1, as if each obligation of a Party
to deliver a Currency thereunder were a Currency Obligation.

5.4  Payment  and Late  Interest.  The amount  payable by one Party to the other
Party  pursuant to the  provisions  of Sections 5.1 and 5.3 shall be paid by the
close of business on the Business Day following  such close out and  liquidation
(converted as required by applicable law into any other  Currency,  any costs of
such conversion to be borne by, and deducted from any payment to, the Defaulting
Party).  To the extent  permitted by applicable law, any amounts  required to be
paid under Sections 5.1 or 5.3 and not paid on the due date therefor, shall bear
interest at the Non-Defaulting Party's Base Currency Rate plus 1% per annum (or,
if conversion is required by applicable law into some other Currency, either (x)
the average rate at which


<PAGE>



overnight  deposits  in such other  Currency  are  offered by major banks in the
London  interbank market as of 11:00 a.m. (London time) plus 1% per annum or (y)
such other rate as may be  prescribed by such  applicable  law) for each day for
which such amount remains unpaid.

5.5 Suspension of Obligations.  Without prejudice to the foregoing, so long as a
Party shall be in default in payment or performance to the Non Defaulting  Party
under the  Agreement and so long as the Non  Defaulting  Party has not exercised
its rights under Section 5.1, the Non Defaulting  Party may, at its election and
without penalty, suspend its obligation to perform under the Agreement.

5.6 Expenses.  The Defaulting  Party shall reimburse the Non Defaulting Party in
respect  of all out of pocket  expenses  incurred  by the Non  Defaulting  Party
(including fees and  disbursements  of counsel,  including  attorneys who may be
employees  of the Non  Defaulting  Party)  in  connection  with  any  reasonable
collection or other  enforcement  proceedings  related to the payments  required
under this Section 5.

5.7  Reasonable  Pre-Estimate.  The Parties  agree that the amounts  recoverable
under this  Section 5 are a  reasonable  pre estimate of loss and not a penalty.
Such  amounts are  payable  for the loss of bargain  and the loss of  protection
against future risks and, except as otherwise provided in the Agreement, neither
Party will be entitled to recover any  additional  damages as a  consequence  of
such losses.

5.8 No Limitation of Other Rights;  Set-Off.  The Non Defaulting  Party's rights
under this Section 5 shall be in addition to, and not in limitation or exclusion
of,  any other  rights  which the Non  Defaulting  Party  may have  (whether  by
agreement,  operation  of law or  otherwise).  To the extent not  prohibited  by
applicable  law, the Non Defaulting  Party shall have a general right of set off
with respect to all amounts  owed by each Party to the other Party,  whether due
and payable or not due and payable (provided that any amount not due and payable
at the time of such set-off  shall,  if  appropriate,  be  discounted to present
value in a commercially  reasonable manner by the Non-Defaulting Party). The Non
Defaulting Party's rights under this Section 5.8 are subject to Section 5.7.


SECTION 6.  ILLEGALITY, IMPOSSIBILITY AND FORCE MAJEURE.

If either  Party is  prevented  from or  hindered  or delayed by reason of force
majeure or act of State in the delivery or receipt of any Currency in respect of
a Currency  Obligation or if it becomes or, in the good faith judgment of one of
the Parties,  may become  unlawful or impossible  for either Party to deliver or
receive any Currency which is the subject of a Currency Obligation,  then either
Party may, by notice to the other Party,  require the close-out and  liquidation
of each  affected  Currency  Obligation  in  accordance  with the  provisions of
Sections  5.1, 5.2 and 5.4 and,  for the  purposes of enabling the  calculations
prescribed by Sections 5.1, 5.2 and 5.4 to be effected,  the Party unaffected by
such  force  majeure,  act of State,  illegality  or  impossibility  (or if both
Parties are so affected,  whichever Party gave the relevant notice) shall effect
the relevant  calculations as if it were the  Non-Defaulting  Party.  Nothing in
this  Section  6 shall be taken as  indicating  that the  Party  treated  as the
Defaulting Party for the purposes of calculations  required hereby has committed
any breach or default.


SECTION 7.  PARTIES TO RELY ON THEIR OWN EXPERTISE.

Each Party shall enter into each FX  Transaction  governed by the  Agreement  in
reliance only upon its own judgment. Neither Party holds itself out as advising,
or any of its employees or agents as having the  authority to advise,  the other
Party as to whether or not it should enter into any such FX Transaction or as to
any  subsequent  actions  relating  thereto or on any other  commercial  matters
concerned with any FX Transaction  governed by the Agreement,  and neither Party
shall have any responsibility or


<PAGE>



liability  whatsoever  in respect of any advice of this nature  given,  or views
expressed,  by it or any of such persons to the other Party, whether or not such
advice is given or such views are expressed at the request of the other Party.


SECTION 8.  MISCELLANEOUS.

8.1  Currency  Indemnity.  The receipt or  recovery by either  Party (the "first
Party")  of any  amount in  respect  of an  obligation  of the other  Party (the
"second  Party")  in a Currency  other  than that in which such  amount was due,
whether pursuant to a judgment of any court or pursuant to Section 5 or 6, shall
discharge such  obligation only to the extent that on the first day on which the
first Party is open for business  immediately  following such receipt, the first
Party shall be able, in accordance with normal banking practice, to purchase the
Currency in which such amount was due with the Currency received.  If the amount
so purchasable  shall be less than the original  amount of the Currency in which
such  amount was due,  the second  Party  shall,  as a separate  obligation  and
notwithstanding any judgment of any court, indemnify the first Party against any
loss  sustained by it. The second Party shall in any event  indemnify  the first
Party against any costs incurred by it in making any such purchase of Currency.


8.2  Assignments.  Neither Party may assign,  transfer or charge,  or purport to
assign, transfer or charge, its rights or its obligations under the Agreement or
any interest  therein without the prior written consent of the other Party,  and
any  purported  assignment,  transfer or charge in violation of this Section 8.2
shall be void.

8.3 Telephonic Recording.  The Parties agree that each may electronically record
all telephonic  conversations between them and that any such tape recordings may
be submitted in evidence in any  Proceedings  relating to the Agreement.  In the
event of any dispute  between  the Parties as to the terms of an FX  Transaction
governed by the  Agreement  or the Currency  Obligations  thereby  created,  the
Parties may use electronic  recordings between the persons who entered into such
FX  Transaction as the preferred  evidence of the terms of such FX  Transaction,
notwithstanding the existence of any writing to the contrary.

8.4  No Obligation.  Neither Party to this Agreement shall be required to enter
into
any FX Transaction with the other.

8.5  Notices.  Unless  otherwise  agreed,  all notices,  instructions  and other
communications  to be given to a Party under the Agreement shall be given to the
address,  telex  (if  confirmed  by  the  appropriate   answerback),   facsimile
(confirmed if requested) or telephone number and to the individual or department
specified  by such Party in Part VII of the  Schedule  attached  hereto.  Unless
otherwise  specified,  any notice,  instruction or other  communication given in
accordance with this Section 8.5 shall be effective upon receipt.

8.6 Termination.  Each of the Parties hereto may terminate this Agreement at any
time by seven  days'  prior  written  notice to the  other  Party  delivered  as
prescribed  above, and termination shall be effective at the end of such seventh
day;  provided,  however,  that  any  such  termination  shall  not  affect  any
outstanding  Currency  Obligations,  and the  provisions of the Agreement  shall
continue to apply until all the obligations of each Party to the other under the
Agreement have been fully performed.

8.7  Severability.  In the event any one or more of the provisions  contained in
the Agreement  should be held invalid,  illegal or  unenforceable in any respect
under the law of any jurisdiction,  the validity, legality and enforceability of
the remaining  provisions under the law of such jurisdiction,  and the validity,
legality and  enforceability  of such and any other  provisions under the law of
any other jurisdiction, shall not in any way be affected or impaired thereby.



<PAGE>



8.8 Waiver.  No indulgence  or concession  granted by a Party and no omission or
delay on the part of a Party in exercising any right,  power or privilege  under
the Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right,  power or  privilege  preclude  any other or further
exercise thereof or the exercise of any other right, power or privilege.

8.9  Master Agreement.  Where one of the Parties to the Agreement is domiciled 
in the
United States, the Parties intend that the Agreement shall be a master 
agreement, as
defined in 11 U.S.C. Section 101(53B)(C) and 12 U.S.C. Section 1821 
(e)(8)(D)(vii).


8.10  Time of Essence.  Time shall be of the essence in the Agreement.

8.11  Headings.  Headings in the Agreement are for ease of reference only.

8.12 Wire Transfers. Every payment or delivery of Currency to be made by a Party
under the Agreement shall be made by wire transfer,  or its equivalent,  of same
day (or immediately available) and freely transferable funds to the bank account
designated by the other Party for such purposes.

8.13  Adequate  Assurances.  If the  Parties  have  so  agreed  in Part X of the
Schedule,  the failure by a Party ("first Party") to give adequate assurances of
its ability to perform any of its obligations under the Agreement within two (2)
Business  Days of a  written  request  to do so when the  other  Party  ("second
Party") has reasonable grounds for insecurity shall be an Event of Default under
the Agreement,  in which case during the pendency of a reasonable request by the
second Party to the first Party for  adequate  assurances  of the first  Party's
ability to perform its obligations under the Agreement, the second Party may, at
its election and without penalty, suspend its obligations under the Agreement.

8.14  FDICIA  Representation.  If the  Parties  have so agreed in Part XI of the
Schedule,  each Party  represents  and  warrants to the other Party that it is a
financial  institution  under the provisions of Title IV of the Federal  Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"),  and the Parties agree
that this Agreement shall be a netting contract,  as defined in FDICIA, and each
receipt or payment or delivery obligation under the Agreement shall be a covered
contractual  payment  entitlement  or covered  contractual  payment  obligation,
respectively, as defined in and subject to FDICIA.

8.15 Confirmation Procedures. In relation to Confirmations,  unless either Party
objects to the terms  contained  in any  Confirmation  within three (3) Business
Days of receipt  thereof,  or such shorter time as may be appropriate  given the
Value Date of the FX Transaction, the terms of such Confirmation shall be deemed
correct and accepted absent manifest error,  unless a corrected  Confirmation is
sent by a  Party  within  such  three  Business  Days,  or  shorter  period,  as
appropriate, in which case the Party receiving such corrected Confirmation shall
have three (3) Business Days, or shorter period,  as appropriate,  after receipt
thereof to object to the terms contained in such corrected Confirmation.  In the
event of any  conflict  between  the  terms of a  Confirmation  and this  Master
Agreement,   the  terms  of  this  Master  Agreement  shall  prevail,   and  the
Confirmation shall not modify the terms of this Master Agreement.

8.16 Amendments.  No amendment,  modification or waiver of the Agreement will be
effective unless in writing executed by each of the Parties.


SECTION 9.  LAW AND JURISDICTION.

9.1  Governing Law.  The Agreement shall be governed by and construed in 
accordance
with the laws of the State of New York without giving effect to conflict of laws
provisions.



<PAGE>



9.2  Consent  to  Jurisdiction.  With  respect  to any  Proceedings,  each Party
irrevocably (i) submits to the  non-exclusive  jurisdiction of the courts of the
State of New York and the United States District Court located in the Borough of
Manhattan in New York City,  and (ii) waives any objection  which it may have at
any time to the laying of venue of any  Proceedings  brought in any such  court,
waives  any claim that such  Proceedings  have been  brought in an  inconvenient
forum and further waives the right to object,  with respect to such Proceedings,
that such  court  does not have  jurisdiction  over such  Party.  Nothing in the
Agreement  precludes  either  party  from  bringing  Proceedings  in  any  other
jurisdiction   nor  will  the  bringing  of  Proceedings  in  any  one  or  more
jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

9.3 Waiver of Immunities.  Each Party  irrevocably  waives to the fullest extent
permitted by applicable  law, with respect to itself and its revenues and assets
(irrespective  of their use or  intended  use) all  immunity  on the  grounds of
sovereignty or other similar  grounds from (i) suit,  (ii)  jurisdiction  of any
courts, (iii) relief by way of injunction, order for specific performance or for
recovery of property,  (iv)  attachment of its assets  (whether  before or after
judgment)  and (v) execution or  enforcement  of any judgment to which it or its
revenues or assets might  otherwise be entitled in any Proceedings in the courts
of  any  jurisdiction,  and  irrevocably  agrees  to  the  extent  permitted  by
applicable law that it will not claim any such immunity in any Proceedings. Each
Party  consents  generally  in respect of any  Proceedings  to the giving of any
relief  or the  issue  of any  process  in  connection  with  such  Proceedings,
including,  without limitation, the making, enforcement or execution against any
property  whatsoever of any order or judgment which may be made or given in such
Proceedings.


9.4  Waiver of Jury Trial.  Each Party hereby irrevocably waives any and all 
right to
trial by jury in any Proceedings.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be duly executed by
their respective authorized officers as of the date first written above.


ASHWORTH, INC.

By:\s\ Gerald W. Montiel
Name: Gerald W. Montiel
Title: Chairman


BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By:_________________________
Name:_______________________
Title:______________________

BofA Subsidiaries and Related Entities

BANK OF AMERICA CANADA

By:_________________________
Name:_______________________
Title:______________________

BANK OF AMERICA, S.A.

By:_________________________
Name:_______________________
Title:______________________


<PAGE>




SCHEDULE TO INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT BETWEEN
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("BofA") AND ITS
SUBSIDIARIES AND RELATED ENTITIES AND ASHWORTH, INC. ("Customer")
DATED DECEMBER 9, 1996

Part I:
Scope of Agreement

The Agreement  shall apply to all FX  Transactions  outstanding  between any two
Designated Offices of the Parties on the Effective Date.

This Master Agreement has been signed by multiple parties; namely, BofA and each
of its subsidiaries  and related entities  identified below and Customer (each a
"Signer").  The Signers have signed one document for administrative  convenience
and to avoid a multiplicity of documents. Notwithstanding any other provision of
this Master  Agreement,  the Signers  expressly  intend that this  document will
function and be construed  as if each of BofA and its  subsidiaries  and related
entities  identified below had signed a separate bilateral Master Agreement with
Customer.

Except as may be  specifically  agreed in writing,  each Signer  shall be liable
only for its own  obligations  and no Signer  shall be a guarantor of or jointly
liable for the obligations of another Signer.


Part II:
Designated Offices

Each of the following shall be a Designated Office for BofA:

BofA Branches and Offices:

UNITED STATES San Francisco  Head Office 555  California  Street San  Francisco,
California  94104 United  States  UNITED  KINGDOM  London Branch Bank of America
House 1 Alie Street London E1 8DE England  UNITED STATES Los Angeles  Office 300
South Grand 19th Floor Los Angeles, California 90071 United States UNITED STATES
New York Office 40 East 52nd Street Fifth Floor New York,  New York 10022 United
States AUSTRALIA  Sydney  Branch.135 King Street Bank of America Centre Sydney ,
NSW 2000  Australia  AUSTRALIA  Melbourne  Branch.525  Collins Street 37th Floor
Rialto South tower Melbourne , VIC 3000 Australia  ARGENTINA Buenos Aires Branch
537 25 de Mayo Street Buenos Aires,  1002 Argentina  BELGIUM Brussels  Corporate
Office Avenue Louise 480 Brussels Belgium FRANCE Paris Branch 43/47 Avenue de la
Grand Armeef-75782  Paris, Cedex 16,France GERMANY Frankfurt Branch Ulmenstrasse
30P.O. Box 110243 Frankfurt Germany GREECE Athens Branch 39 Panepistimiou Street
P.O.  Box 630 Athens  Greece HONG KONG Hong Kong  Branch Bank of America  Tower,
23rd Floor 12 Harcourt Road G.P.O. Box 472 Hong Kong INDIA Bombay Branch Express
Towers,  Nariman Point P.O. Box 10080 Bombay 400-021 India INDIA Calcutta Branch
8 India Exchange  Place P.O. Box 518 Calcutta  700-001 India INDIA Madras Branch
748 Anna Salai Road P.O. Box 340 Madras 600-002 India INDIA New Delhi  BranchDCM
Building 15  Barakhamba  Road P.O.  Box 735 New Delhi  110-001  India  INDONESIA
Jakarta  Branch J1 Medan  Merdeka  Selatan No.  17P.O.  Box 1195  Jakarta  10011
Indonesia  IRELAND  Dublin  Branch  Russell Court St.  Stephen's  Green Dublin 2
Republic of Ireland  ITALY Milan  Branch  Corso  Matteotti 10 Milano 20121 Italy
JAPAN  Tokyo  Branch ARK Mori  Building,  34th  Floor  12-32  Akasaka,  1-chome,
Minato-ku


<PAGE>



Tokyo 107 Japan
KOREA Seoul Branch Hyonam Building 1  Changkyo-Dong,  Chung-ku  C.P.O.  Box 3026
Seoul South Korea NETHERLANDS  Amsterdam Branch Herengracht 4691017 BS Amsterdam
The Netherlands  PAKISTAN Islamabad Branch Awan  Arcade/1-B/Blue  Area Islamabad
Pakistan PHILIPPINES Manila Branch BA- Lepanto Building 8747 Paseo de Roxas P.O.
Box 571 Makati,  Metro Manila D-708  Philippines  SINGAPORE  Singapore Branch 78
Shenton Way #19-00P.O.  Box 079120 Singapore 0207 Singapore  SWITZERLAND  Zurich
Branch  Giesshubel  strasse 45 P.O. Box 8027CH-8045  Zurich  Switzerland  TAIWAN
Taipei Branch 205 Tun Hwa North Road Taipei 105 Taiwan  THAILAND  Bangkok Branch
2/2 Wireless Road G.P.O. Box 158 Bangkok 10330 Thailand



BofA Subsidiaries and Related Entities:

BANK OF AMERICA CANADA Bank of America Canada Montreal  Corporate  Services 1250
Rene  Levesque/4355  Montreal  Canada  BANK OF  AMERICA  CANADA  Bank of America
Canada,  Calgary 855 2nd Street  SW/1900  Calgary  Canada BANK OF AMERICA CANADA
Bank of America Canada, Head Office Simcoe Place 200 Front
Street West, Suite 2700 Toronto, Ontario, Canada  M5V3L2
BANK OF AMERICA  CANADA Bank of America  Canada,  Vancouver  Corporate  Services
Office 1055 Dunsmuir Street #574 P.O. Box 49295 Vancouver Canada BANK OF AMERICA
CANADA Foreign Currency  Services Simcoe Place 200 Front Street West, Suite 2700
Toronto, Ontario, Canada M5V3L2 BANK OF AMERICA CANADA Foreign Currency Services
- New York- Corporate and Institutional Sales 335 Madison  Avenue/Mezzanine  New
York,  New York  10164  United  States  BANK OF  AMERICA,  S.A.Bank  of  America
S.A.-Madrid Branch Calle Del Capitan Haya 1 Madrid Spain



Customer Offices:

Ashworth, Inc.
2791 Loker Avenue--West
Carlsbad, California  92008

Part III:
Settlement Netting Offices

Net settlement provisions of Section 3.2 shall apply to the following Settlement
Netting Offices:

None

Part IV:
Novation Netting Offices

Netting by novation  provisions  of Section  3.3(a) shall apply to the following
Novation Netting Offices and shall apply to all FX Transactions:

None

Part V:
Matched Pair Novation Netting Offices



<PAGE>



Matched pair netting by novation provisions of Section 3.3(b) shall apply to the
following  Matched  Pair  Novation  Netting  Offices  and shall  apply to all FX
Transactions:

None

Part VI:
Automatic Termination

The "Automatic Termination" provision in Section 5.1 shall not apply to BofA and
its subsidiaries and related entities and Customer.

Part VII:
Notices

For BofA and its subsidiaries and related entities:

Bank of America National Trust and Savings Association
1850 Gateway Blvd.
Concord, California 94520
Telex and Answerback: 6734148 BASFX
Facsimile Number:  (510) 675-7218
Telephone Number:   (510) 675-7061
SWIFT: BOFAUS6S
Attention:  Foreign Exchange Operations #5554

For Customer:

Name:
Ashworth, Inc.
Address:
2791 Loker Avenue--West
Carlsbad, California  92008
Telex and Answerback:
Facsimile Number: (619) 438-6610
Telephone Number: (619) 929-6101 or (619) 438-6610
SWIFT ID Number:
Attention: Mr. John Newman, Chief Financial Officer

Part VIII:
Base Currency

For BofA and its subsidiaries and related entities:   United States Dollars

For Customer:   United States Dollars

Part IX:
Threshold Amount

Shareholders'  Equity means with respect to an entity,  at any time, the sum (as
shown in the most recent annual audited financial  statements of such entity) of
(i) its capital stock  (including  preferred  stock)  outstanding,  taken at par
value,  (ii) its capital  surplus and (iii) its  retained  earnings,  minus (iv)
treasury  stock,  each to be determined in accordance  with  generally  accepted
accounting principles.

Threshold Amount means (i) with respect to the Customer, two percent (2%) of its
Shareholders'  Equity and,  (ii) with respect to BofA and its  subsidiaries  and
related  entities,  two percent (2%) of the  Shareholders  Equity of BankAmerica
Corporation.

 Part X:
Adequate Assurances.  The provisions of Section 8.13 shall apply to the 
Agreement.


<PAGE>



Part XI:
FDICIA  Representation.  The  provisions  of  Section  8.14  shall  apply to the
Agreement with respect to BofA.

Part XII:
Cash Before Delivery.

The Parties hereby agree to delete Section 3.1 of the Agreement and replace such
section  with the  following  section:  "3.1  Settlement.  Settlement  of all FX
Transactions  between Customer and BofA will be on a cash before delivery basis.
For each FX  Transaction,  Customer shall pay Customer's  settlement  payment to
BofA at least one (1) business day before the value date of such FX Transaction.
Payment shall be in the form of immediately  available funds. If Customer has an
account with BofA, Customer hereby authorizes BofA to debit such account for the
amount of  Customer's  settlement  payment on or after the date one (1) business
day before the value date. In the event Customer's  settlement payment is not in
U.S. Dollars and Customer pays such payment to a foreign  correspondent  bank of
BofA  ("Correspondent  Bank"),  it shall be Customer's  responsibility to ensure
that at least one (1) business day before the value date such Correspondent Bank
notifies  BofA of its receipt from Customer of  Customer's  settlement  payment.
Provided that no Event of Default has occurred with respect to Customer and BofA
has received Customer's settlement payment (or a Correspondent Bank has received
such  settlement  payment and has notified  BofA of such  receipt),  then on the
value date BofA  shall pay BofA's  settlement  payment to  Customer.  Customer's
failure  (I) to pay  Customer's  settlement  payment  to BofA at  least  one (1)
business  day before the value  date,  (ii) in the case  where  Customer  has an
account  with BofA and BofA  debits such  account  for the amount of  Customer's
settlement  payment,  to have  sufficient  collected  funds in such  account  to
satisfy  the debit,  or (iii) to ensure  that any  Correspondent  Bank  properly
notifies  BofA of its receipt from Customer of  Customer's  settlement  payment,
shall  permit  BofA to suspend its  obligation  to  delivery  BofA's  settlement
payment  to  Customer  and  shall  constitute  an Event  of  Default  under  the
Agreement.

The Parties  hereby agree to amend the first sentence of the definition of Event
of Default in Section 1 so that it reads as follows: "Event of Default means the
occurrence  of any of the  following  with  respect to a Party (the  "Defaulting
Party", the other Party being the  "Non-Defaulting  Party") or the occurrence of
(i), (ii), or (iii) of Section 3.1 of the Agreement, as amended above.

Part XIII:
Credit Support Provider.

Credit Support Provider means in relation to Party A:
Ashworth Store I, Inc.
Ashworth Store II, Inc.
Ashworth International, Inc.
Ashworth U.K., Ltd.

Credit Support Provider means in relation to Party B:
Not Applicable

Part XIX:
Credit Support Documents.

Party A agrees that the security interest in collateral granted to Party B under
the Credit Support  Documents shall secure the obligations of Party A under this
Agreement.  Credit  Support  Documents  include,  but are not  limited  to,  the
following documents:


(i)   Security Agreement (Receivables, Inventory and Equipment) dated as of 
October
27, 1995, made by Ashworth, Inc. in favor of Bank of America National Trust and
Savings Association.


<PAGE>



(ii)  Security Agreement (Receivables, Inventory and Equipment) dated as of 
March 18,
1996, made by Ashworth Store I, Inc. in favor of Bank of America National 
Trust and
Savings Association.

(iii) Security Agreement (Receivables, Inventory and Equipment) dated as of 
March 18,
1996, made by Ashworth Store II, Inc. in favor of Bank of America National 
Trust and
Savings Association.

(iv) Each other  document  securing  the  Business  Loan  Agreement  dated as of
___________,  among  Bank of America  National  Trust and  Savings  Association,
Ashworth,  Inc.,  Ashworth  Store I, Inc.,  Ashworth  Store II,  Inc.,  Ashworth
International, Inc., and Ashworth U.K., Ltd.

(x)   Each   amendment,   supplement,    modification,   renewal,   replacement,
consolidation, substitution and extension to the foregoing.

Part XX:
Authorized Persons; Miscellaneous.

The persons named below are authorized to enter into FX  Transactions  on behalf
of Customer:

Name                               Title

Gerald W. Montiel                  Chairman
Randall L. Herrell                 President and Chief Executive Officer
John Newman                        Chief Financial Officer

In addition to being  authorized to enter into oral or written FX  Transactions,
the  persons  named  above are also  authorized  on behalf of Customer to amend,
renew or extend such FX  Transactions,  deposit margin and other collateral with
BofA as security for such FX Transactions, and enter into other agreements which
relate to such FX Transactions,  including but not limited to master agreements,
margin  agreements,  netting  agreements and security  agreements.  Customer has
authorized each of these persons to determine the character,  amount, timing and
purpose of FX Transactions.

The  persons  named  below  are  authorized  to  execute   confirmations  of  FX
Transactions on behalf of Customer:

            Name                 Title                       Signature

Gerald W. Montiel                Chairman                  /s/Gerald W. Montiel

Randall L. Herrell               President and Chief       /s/Randall L. Herrel
                                  Executive Officer

John Newman                      Chief Financial Officer    /a/John Newman


Customer  will  notify  BofA in  writing  of any  changes  to the  above  lists;
provided,  however,  that in the absence of written  notice BofA may assume that
persons who BofA  reasonably  believes  hold the titles  shown above or who BofA
reasonably  believes  replace or succeed to the positions  held by persons named
above are authorized to act on behalf of Customer.

Customer will deliver to BofA as soon as they are available copies of Customer's
audited  annual   financial   statements  and  unaudited   quarterly   financial
statements. Upon BofA's oral or written request from time to time, Customer will
deliver  promptly to BofA such other  information  relating to the  business and
financial condition of Customer as BofA may reasonably request.



<PAGE>



Customer  represents  and  warrants  to BofA as of the date hereof and as of the
date of each FX Transaction that Customer's total assets exceed $10,000,000.



                                                 EXHIBIT 10(r)(3)


<PAGE>
