<SUBMISSION>
<ACCESSION-NUMBER>0000936392-04-000766
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20040706
<ITEMS>2
<ITEMS>7
<FILING-DATE>20040721
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ASHWORTH INC
<CIK>0000820774
<ASSIGNED-SIC>2320
<IRS-NUMBER>841052000
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1031
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14547
<FILM-NUMBER>04924619
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2765 LOKER AVE WEST
<CITY>CARLSBAD
<STATE>CA
<ZIP>92008
<PHONE>7604386610
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2765 LOKER AVENUE WEST
<CITY>CARLSBAD
<STATE>CA
<ZIP>92008
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CHARTER GOLF INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a00428e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>Ashworth, Inc.</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 14pt"><B>UNITED STATES</B>

<DIV align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>
<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>


<P align="center" style="font-size: 10pt"><HR size="1" noshade width="14%">


<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
PURSUANT TO SECTION 13 or 15(d) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934</B>


<P align="center" style="font-size: 10pt">Date of report (Date of earliest event reported): July&nbsp;6, 2004


<P align="center" style="font-size: 24pt">ASHWORTH, INC.

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
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<TR valign="bottom">
    <TD align="center" valign="top">Delaware<BR>
(State or Other
Jurisdiction of<BR>
Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">0-18553<BR>
(Commission<BR>
File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">84-1052000<BR>
(IRS Employer<BR>
Identification No.)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">2765 Loker Avenue West<BR>
Carlsbad, California<BR>
(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><BR>92008<BR>
(Zip Code)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: (760)&nbsp;438-6610



<P align="center" style="font-size: 10pt">N/A<BR>
(Former Name or Former Address, if Changed Since Last Report)




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
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	<TD width="76%"></TD>
</TR>
<TR><TD></TD><TD colspan="8"><A HREF="#000">ITEM 2. Acquisition or Disposition of Assets</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="a00428exv99w1.txt">EXHIBIT 99.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="a00428exv99w2.txt">EXHIBIT 99.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="a00428exv99w3.txt">EXHIBIT 99.3</A></TD></TR>
<TR><TD colspan="9"><A HREF="a00428exv99w4.txt">EXHIBIT 99.4</A></TD></TR>
<TR><TD colspan="9"><A HREF="a00428exv99w5.txt">EXHIBIT 99.5</A></TD></TR>
<TR><TD colspan="9"><A HREF="a00428exv99w6.txt">EXHIBIT 99.6</A></TD></TR>
</TABLE>
</CENTER>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link2 "ITEM 2. Acquisition or Disposition of Assets" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 2. Acquisition or Disposition of Assets.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On July&nbsp;6, 2004, Ashworth, Inc. completed the acquisition of all of the
membership interests in Gekko Brands, LLC (the &#147;Acquisition&#148;), a leading
designer, producer and distributor of headwear and apparel under The Game&#174; and
Kudzu&#174; brands, pursuant to that certain Membership Interests Purchase Agreement
entered into on July&nbsp;6, 2004, by and among Ashworth Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of Ashworth, Inc. and the
selling members, identified therein. Ashworth intends that the operations of
the newly acquired subsidiary will continue to focus on designing, producing
and distributing headwear and apparel.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purchase price for the Acquisition was $24&nbsp;million consisting of $23
million in cash and a $1&nbsp;million promissory note. Up to an additional $6.5
million will be paid to the remaining members of Gekko Brands, LLC management
if the subsidiary achieves specific EBIT and other operating targets over
approximately the next four years or through Ashworth&#146;s fiscal year 2008.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the Acquisition, Ashworth entered into a new secured
5-year bank facility comprised of a $20&nbsp;million term loan and a $35&nbsp;million
line of credit replacing its existing $55&nbsp;million facility. To finance the
cash purchase price of the Acquisition, Ashworth utilized the term loan together with part of the new line
of credit.

<!-- link2 "ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.</B>



<P align="left" style="font-size: 10pt"><B>(a)&nbsp;Financial Statements of Business Acquired</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time of the filing of this current report on Form 8-K, it is not
practical to provide the financial statements required by Item&nbsp;7(a). In
accordance with Item&nbsp;7(a)(4) of Form 8-K, such financial statements will be
filed by an amendment to this current report, which amendment will be filed not
later than 60&nbsp;days after the date the initial report of the Acquisition must be
filed.


<P align="left" style="font-size: 10pt"><B>(b)&nbsp;Pro Forma Financial Information</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time of the filing of this current report on Form 8-K, it is not
practical to provide the <I>pro forma </I>financial information required by Item&nbsp;7(b).
In accordance with Item&nbsp;7(b)(2) of Form 8-K, such <I>pro forma </I>financial
information will be filed by an amendment to this current report, which
amendment will be filed not later than 60&nbsp;days after the date the initial
report of the Acquisition must be filed.


<P align="left" style="font-size: 10pt"><B>(c)&nbsp;Exhibits</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Membership Interests Purchase Agreement, dated July&nbsp;6, 2004, by and among
Ashworth Acquisition Corp. and the selling members, identified therein.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Ashworth Acquisition Corp. Promissory Note in favor of W. C. Bradley Co.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Ashworth, Inc. Guaranty of Ashworth Acquisition Corp. Promissory Note in
favor of W. C. Bradley Co.</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">2
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Lease Agreement, dated July&nbsp;6, 2004, by and between
16 Downing, LLC as Lessor and Gekko Brands, LLC as Lessee.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Ashworth, Inc. Guaranty of Payments under the Amended and Restated Lease
Agreement, dated July&nbsp;6, 2004, by and between 16 Downing, LLC as Lessor
and Gekko Brands, LLC as Lessee.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Executive Employment Agreement by and between Gekko Brands, LLC
and certain selling members.</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">* Portions of this Exhibit&nbsp;99.1 have been omitted pursuant to a confidential
treatment request.



<P align="center" style="font-size: 10pt">3
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 "SIGNATURE" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="2">ASHWORTH, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>Date: July 21, 2004&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Terence W. Tsang
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Terence W. Tsang&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Executive VP, COO &#038; CFO&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">4
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Membership Interests Purchase Agreement, dated July&nbsp;6, 2004, by and
among Ashworth Acquisition Corp. and the selling members, identified
therein.*</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Ashworth Acquisition Corp. Promissory Note in favor of W. C. Bradley Co.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Ashworth, Inc. Guaranty of Ashworth Acquisition Corp. Promissory Note
in favor of W. C. Bradley Co.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Lease Agreement, dated July&nbsp;6, 2004, by and
between 16 Downing, LLC as Lessor and Gekko Brands, LLC as Lessee.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Ashworth, Inc. Guaranty of Payments under the Amended and Restated
Lease Agreement, dated July&nbsp;6, 2004, by and between 16 Downing, LLC as
Lessor and Gekko Brands, LLC as Lessee.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Executive Employment Agreement by and between Gekko Brands, LLC
and certain selling members.</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">* Portions of this Exhibit&nbsp;99.1 have been omitted pursuant to a
confidential treatment request.




<P align="center" style="font-size: 10pt">
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a00428exv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                                                                    EXHIBIT 99.1

                     MEMBERSHIP INTERESTS PURCHASE AGREEMENT

                                  BY AND AMONG

                                W.C. BRADLEY CO.,

                       BRADLEY SPECIALTY RETAILING, INC.,

                              YOUNG AN HAT COMPANY,

                               J. NEIL STILLWELL,

                             GEORGIA NELL STILLWELL,

                               PHIL R. STILLWELL,

                              JEFFERY N. STILLWELL,

                          THOMAS PATRICK ALLISON, JR.,

                              CALVIN J. MARTIN, JR.

                                       AND

                           ASHWORTH ACQUISITION CORP.

                            DATED AS OF JULY 6, 2004

Note: Material has been omitted from this document pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission (the
"Commission") on July 21, 2004. Such material is denoted by the insertion of
"****" in place of the omitted text. An unredacted version of this document was
filed with the Commission.

<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                     MEMBERSHIP INTERESTS PURCHASE AGREEMENT

      THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this "AGREEMENT") is made as
of July 6, 2004 by and among W.C. Bradley Co., a Georgia corporation ("W.C.
BRADLEY"); Bradley Specialty Retailing, Inc., a Georgia corporation ("BRADLEY
RETAILING"); Young An Hat Company, a Korean entity ("YOUNG AN HAT"); J. Neil
Stillwell, an individual ("N. STILLWELL"); Georgia Nell Stillwell, an individual
("G. STILLWELL"); Phil R. Stillwell, an individual ("P. STILLWELL"); Jeffery N.
Stillwell, an individual ("J. STILLWELL"); Thomas Patrick Allison, Jr., an
individual ("ALLISON"); Calvin J. Martin, Jr., an individual ("MARTIN" and,
together with W.C. Bradley, Bradley Retailing, Young An Hat, N. Stillwell, G.
Stillwell, P. Stillwell, J. Stillwell and Allison, the "SELLING MEMBERS"); and
Ashworth Acquisition Corp., a Delaware corporation ("BUYER"). Capitalized terms
used in this Agreement not otherwise defined have the meanings ascribed to them
in Section 9.1 hereof.

      A. The Selling Members are the sole members of Gekko Brands, LLC, an
Alabama limited liability company (the "COMPANY"), and collectively hold one
hundred percent (100%) of the membership interests, including, but not limited
to, all common and preferred interests, in the Company (the "MEMBERSHIP
INTERESTS").

      B. The Company owns or leases all of its assets related to, or used in
connection with, the Company's headwear manufacturing and sales business, which
include, among other matters, operations relating to the "Kudzu" and "The Game"
brands.

      C. The Selling Members desire to sell to Buyer, and Buyer desires to
purchase from the Selling Members, all of the Membership Interests owned by the
Selling Members on the terms and conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
representations, warranties and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1
                                SALE AND PURCHASE

      1.1   AGREEMENT TO SELL AND PURCHASE. On and subject to the terms and
conditions of this Agreement, at the Closing, (a) the Selling Members shall sell
to Buyer the Membership Interests; and (b) Buyer shall purchase from the Selling
Members the Membership Interests.

      1.2   PURCHASE PRICE. As payment in full for all the Membership Interests
and subject to any other adjustments provided in this Agreement, Buyer shall pay
to the Selling Members an aggregate purchase price equal to (a) Twenty-Three
Million U.S. Dollars ($23,000,000) (the "BASE PURCHASE PRICE"); plus (b) a
promissory note of Buyer in aggregate principal amount of One Million U.S.
Dollars ($1,000,000) in favor of W.C. Bradley, in the form attached hereto as
Exhibit A (the "BRADLEY NOTE"); plus (c) any Installment Payments, as
applicable.

<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

      1.3   INSTALLMENT PAYMENTS.

            Schedule 1.3 sets forth the terms and conditions of the Installment
Payments (as defined in Schedule 1.3).

      1.4   BASE PURCHASE PRICE HOLDBACK.

            (a)   Holdback. As security for each Selling Member's
indemnification obligations under Article 7, but without limitation of each of
their obligations under this Agreement, an amount equal to **** ($****)
(together with any applicable interest paid thereon, the "HOLDBACK AMOUNT")
shall be withheld from the Base Purchase Price otherwise payable by Buyer to the
Selling Members and deposited by Buyer in a segregated escrow account with
Synovus Trust Company, N.A. (the "HOLDBACK ACCOUNT"), bearing simple interest at
three and one-half percent (3.5%) per annum, pursuant to the escrow agreement in
the form attached hereto as Exhibit B (the "ESCROW AGREEMENT").

            (b)   Release of Holdback. Pursuant to the Escrow Agreement, Buyer
shall authorize and request the escrow holder to pay to the Selling Members on
November 1, 2005 (the "HOLDBACK EXPIRY"), any positive amount equal to (i) the
Holdback Amount less (ii) the sum of (A) all resolved but unpaid Claims owing to
the Buyer Indemnitees existing on the Holdback Expiry, plus (B) all unresolved
Claims made by the Buyer Indemnitees prior to the Holdback Expiry in accordance
with Article 7 ("UNRESOLVED CLAIMS"). Any remaining Holdback Amount (together
with any interest thereon) that is not released on the Holdback Expiry shall, as
each Unresolved Claim is resolved, be released to the Selling Members or paid to
any Buyer Indemnitee to satisfy such Unresolved Claim, in such amounts as are
appropriate to reflect the resolution of such Claim. The parties shall use their
best efforts to resolve such Claims as promptly as possible. In any event, the
balance of the Holdback Amount shall be distributed to the Selling Members on or
before May 1, 2006, regardless of the status of Unresolved Claims. The release
of any remaining Holdback Amount (together with interest thereon) from the
Holdback Account in accordance with this Section 1.4(b) shall be by wire
transfer of immediately available funds, in accordance with each Selling
Member's duly authorized payment instructions and will be distributed in the
same percentages as each Selling Member's respective ownership interest as of
the Closing Date. Notwithstanding the release of funds pursuant to this Section
1.4(b), the Selling Members shall remain liable for the amount of any Unresolved
Claims made by Buyer in good faith prior to October 31, 2005; provided that any
such liability shall be subject to the terms, conditions and limitations set
forth in Article 7.

      1.5   SELLING MEMBER ALLOCATION. The Base Purchase Price, any Installment
Payment and any make-up Installment Payment shall be payable by Buyer to each
Selling Member in accordance with the allocation schedule attached hereto as
Schedule 1.5.

      1.6   PURCHASE PRICE ALLOCATION. Buyer and each Selling Member shall
allocate the Purchase Price (and all other capitalizable costs) for all purposes
(including financial accounting and Tax purposes) in accordance with the
allocation schedule attached hereto as Schedule 1.6. The parties hereto
acknowledge that such allocation has been made in the manner required by Section
1060 of the Internal Revenue Code of 1986, as amended (the "CODE"). The Buyer
and each Selling Member shall prepare and file an IRS Form 8594 in a timely
fashion in accordance

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

with the rules under Section 1060 of the Code. To the extent that the Purchase
Price is adjusted after the Closing Date, the parties hereto shall revise and
amend such Schedule and IRS Form 8594 in the same manner and according to the
same procedure as used in preparing Schedule 1.6 attached hereto.

      1.7   CLOSING.

            (a)   Closing Date. The Closing will take place via facsimile with
originals to follow via overnight delivery at the offices of Gibson, Dunn &
Crutcher LLP, 4 Park Plaza, Irvine, California, on either July 6, 2004 or such
other date that the parties hereto may mutually agree after all the conditions
set forth in Article 5 have either been satisfied or, in the case of conditions
not satisfied, waived in writing by the party entitled to the benefit of such
conditions (the "CLOSING DATE").

            (b)   Closing Deliverables of Selling Members. At the Closing, the
Selling Members shall deliver to Buyer:

                  (i)    a duly executed Escrow Agreement in the form attached
hereto as Exhibit B from each Selling Member;

                  (ii)   duly executed membership interests assignments, in the
form attached hereto as Exhibit C (the "MEMBERSHIP INTERESTS ASSIGNMENTS"), from
each Selling Member;

                  (iii)  duly executed employment agreements, in the form
attached hereto as Exhibit D (the "EMPLOYMENT AGREEMENTS"), from each of N.
Stillwell, Allison, Martin, P. Stillwell and J. Stillwell;

                  (iv)   a duly executed amended and restated sublease, in the
form attached hereto as Exhibit E (the "AMENDED AND RESTATED LEASE AGREEMENT"),
from 16 Downing, LLC, the landlord of the Phenix City, Alabama property;

                  (v)    duly executed affidavits that satisfy the requirements
of Code Section 1445(b)(2), in the form attached hereto Exhibit F (the
"NON-FOREIGN AFFIDAVITS"), from each Selling Member, other than Young An Hat;

                  (vi)   a duly executed subordination agreement, in the form
attached hereto as Exhibit G (the "SUBORDINATION AGREEMENT"), from W.C. Bradley;


                  (vii)  duly executed resignations, dated as of the Closing
Date, of the manager of the Company and manager of the Company's subsidiaries;

                  (viii) a certificate of the Secretary of State of the State of
Alabama as to the legal existence and good standing (including tax) of the
Company in the State of Alabama, dated no more than ten (10) business days prior
to the Closing Date;

                  (ix)   a certificate of the Secretary of State of the
jurisdiction of their respective organization as to the legal existence and good
standing (including tax) of each

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

subsidiary of the Company in such jurisdiction, dated no more than ten (10)
business days prior to the Closing Date;

                  (x)    certificates of the Secretaries of State or other
similar governmental official of each jurisdiction in which the Company and its
subsidiaries is required to qualify to do business as to the due qualification
and good standing (including tax) of the Company and its subsidiaries in each
such jurisdiction, respectively, dated no more than ten (10) business days prior
to the Closing Date;

                  (xi)   certificates of the Secretary of State of Georgia as to
the legal existence and good standing of W.C. Bradley and Bradley Retailing
dated no more than ten (10) business days prior to the Closing Date;

                  (xii)  the certificates, other documents, legal opinion and
consents required to be delivered by the Selling Members under Section 5.2; and

                  (xiii) such other certificates, documents and instruments
incident to the transactions contemplated by this Agreement as Buyer or its
counsel may reasonably request.

            (c)   Closing Deliverables of Buyer. At the Closing, Buyer shall
deliver to the Selling Members:

                  (i)   the Base Purchase Price less the Holdback, by wire
transfer of immediately available funds to Page, Scrantom, Sprouse, Tucker &
Ford, P.C. for distribution as set forth on Schedule 1.5 in accordance with the
duly authorized payment instructions provided in writing by the Selling Members
to Buyer at least three (3) business days prior to the Closing Date;

                  (ii)  a certificate of the Secretary of State of the State of
Delaware as to the legal existence and good standing of Buyer in the State of
Delaware, dated no more than three (3) business days prior to the Closing Date;

                  (iii) the certificate and legal opinion required to be
delivered by Buyer under Section 5.3;

                  (iv)  a duly executed Escrow Agreement in the form attached
hereto as Exhibit B;

                  (v)   a duly executed Sublease Guaranty in the form attached
hereto as Exhibit H, from Ashworth; and

                  (vi)  such other certificates, documents and instruments
incident to the transactions contemplated by this Agreement as the Selling
Members or their counsel may reasonably request.

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                                    ARTICLE 2
                REPRESENTATIONS AND WARRANTIES OF SELLING MEMBERS

      Each representation and warranty contained in this Article 2 is qualified
by the disclosure made with respect to any such particular representation and
warranty in the Company Disclosure Schedule attached hereto as Schedule 2, to
the extent that such disclosure specifically identifies the section or
subsection which it qualifies. This Article 2 and the Company Disclosure
Schedule shall be read together as an integrated provision. Except as
specifically set forth on the Company Disclosure Schedule, each Selling Member
hereby individually and separately and not jointly and severally make the
representations and warranties to Buyer as set forth below. Each Selling
Member's representation or warranty is limited to the extent it applies to such
Selling Member or the Company. No Selling Member makes any representation or
warranty herein with respect to any other Selling Member. Any item disclosed in
any particular section contained in the Company Disclosure Schedule shall
constitute an exception to all other representations and warranties made in this
Article 2 to which it is apparent on its face such item applies.

      2.1   ORGANIZATION AND GOOD STANDING. W.C. Bradley, Bradley Retailing and
Young An Hat are corporations duly incorporated, validly existing and in good
standing under the laws of the jurisdictions of their respective incorporation,
with full corporate power and authority to own the Membership Interests. N.
Stillwell, G. Stillwell, P. Stillwell, J. Stillwell, Allison and Martin are
individuals with all necessary capacity and authority to own the Membership
Interests. Each of the Company and its subsidiaries is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, with all requisite power and authority to own, lease and operate
its properties and to carry on its business as now being conducted. Each of the
Company and its subsidiaries is duly qualified and in good standing to do
business in each jurisdiction, whether domestic or foreign, in which the
property owned, leased or operated by it or the nature of the business conducted
by it makes such qualification or licensing necessary.

      2.2   AUTHORIZATION OF AGREEMENT. W.C. Bradley, Bradley Retailing and
Young An Hat have all requisite corporate power and authority to enter into and
deliver this Agreement and to complete and perform the transactions contemplated
hereby, including their respective obligations. N. Stillwell, G. Stillwell, P.
Stillwell, J. Stillwell, Allison and Martin have all necessary capacity and
authority to enter into and deliver this Agreement and to complete and perform
the transactions contemplated hereby, including their respective obligations.
This Agreement and the other Transaction Documents (except for Transaction
Documents to be executed and delivered solely by Buyer) have been duly and
validly approved by the respective boards of directors of W.C. Bradley, Bradley
Retailing and Young An Hat and no other proceedings on the part of any Selling
Member are necessary to approve this Agreement or the other Transaction
Documents and to complete the transactions contemplated hereby and thereby. This
Agreement and the other Transaction Documents to be delivered by the Selling
Members: (a) have been (or upon execution will have been) duly executed and
delivered by each Selling Member, and (b) constitute (or upon execution will
constitute) legal, valid and binding obligations of each Selling Member,
enforceable in accordance with their respective terms.

      2.3   NO CONFLICT OR VIOLATION. The execution, delivery and performance by
each Selling Member of this Agreement and the other Transaction Documents to be
executed and

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

delivered by a Selling Member and the completion of the transactions and
performance of the obligations contemplated hereby and thereby do not and will
not: (a) violate or conflict with any provision of the certificates of
incorporation or bylaws (or comparable charter documents) of W.C. Bradley,
Bradley Retailing or Young An Hat; (b) violate or conflict with any provision of
the limited liability company or operating agreement of the Company or any of
its subsidiaries; (c) violate or conflict with any provision of any agreement,
instrument, document or arrangement by which any of the Selling Members is
bound; (d) violate any provision or requirement of any federal, state or local
law, statute, judgment, order, writ, injunction, decree, award, rule, or
regulation of any Governmental Entity applicable to any Selling Member, the
Company or its subsidiaries; (e) violate, result in a breach of, constitute
(with due notice or lapse of time or both) a default or cause any obligation,
penalty, premium or right of termination to arise or accrue under, any Contract;
(f) result in the cancellation, modification, revocation or suspension of any
Permit; (g) result in the creation or imposition of any Encumbrance upon any of
the Membership Interests or any of the properties or assets of the Company or
its subsidiaries; or (h) require the consent, approval, or notification of, or
registration or filing with, any third party.

      2.4   GOVERNMENTAL CONSENTS. No filing with or notice to, and no permit,
authorization, consent or approval of, any Governmental Entity is necessary for
the execution or delivery by any Selling Member of this Agreement or any other
Transaction Document required to be delivered by a Selling Member or the
completion of the transactions and performance of the obligations contemplated
hereby or thereby.

      2.5   MEMBERSHIP INTERESTS.

            (a)   Capitalization. The Membership Interests held by the Selling
Members, as set forth in Section 2.5(a) of the Company Disclosure Schedule, are
the only voting securities of, or membership interests in, the Company. There
are no other outstanding (i) securities of, or membership interests in, the
Company; (ii) securities of the Company convertible into or exercisable or
exchangeable for securities of, or membership interests in, the Company; (iii)
options or other rights to acquire from the Company, or obligations of the
Company to issue, any securities, membership interests or securities convertible
into or exercisable or exchangeable for securities of, or membership interests
in, the Company; or (iv) equity equivalents, interests in the ownership or
earnings of the Company or other similar rights. There are no outstanding
obligations of the Company to repurchase, redeem or otherwise acquire any
Membership Interests.

            (b)   Ownership of Membership Interests. The Selling Members are the
only record holders of the Membership Interests and each Selling Member has sole
legal and beneficial ownership of, and good, valid and marketable title to, the
Membership Interests held by him, her or it, as set forth on Section 2.5(a) of
the Company Disclosure Schedule. All of the Membership Interests were validly
issued to the Selling Members and none of the Membership Interests were issued
to any Selling Member in violation of any U.S. federal, state or foreign
securities law. All of the Membership Interests are owned by the Selling Members
free and clear of any Encumbrance and there is no security, option, warrant,
right (including, without limitation, preemptive rights), put, call,
subscription agreement, commitment, understanding or claim of any nature
whatsoever, fixed or contingent, to which any Selling Member, the Company or any
of its

                                       6
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

subsidiaries is a party or by which any Selling Member, the Company or any of
its subsidiaries is bound that directly or indirectly (i) calls for the
issuance, sale, pledge, delivery or other disposition of any interests in the
Company or any securities convertible into or exercisable or exchangeable for
securities of, or membership interests in, the Company, (ii) relates to the
voting or control of any interests in the Company, or (iii) obligates any
Selling Member, the Company, any of its subsidiaries or any of their respective
Affiliates to grant, offer or enter into any of the foregoing. There are no
stockholder agreements, voting trusts or other agreements or understandings to
which the Company or any of its subsidiaries is a party or by which it is bound
relating to the voting or registration of any shares of capital stock of the
Company. Each Selling Member has the absolute and unrestricted right, power,
authority and capacity to transfer the Membership Interests held by him, her or
it to Buyer and, upon the completion of the transactions contemplated by this
Agreement, Buyer will become the sole record holder of the Membership Interests
and acquire from the Selling Members sole legal and beneficial ownership of, and
good, valid and marketable title to, the Membership Interests, free and clear of
any Encumbrance.

      2.6   SUBSIDIARIES AND INVESTMENTS. Section 2.6 of the Company Disclosure
Schedule identifies each direct and indirect subsidiary of the Company and shows
the jurisdiction of organization of each such subsidiary. Neither the Company
nor any of its subsidiaries controls, directly or indirectly, or possesses any
direct or indirect ownership, equity participation or other interest in, any
other corporation, partnership, limited liability company, trust or other
business entity. All of the outstanding membership or other ownership interests
of the Company's subsidiaries are owned by the Company, directly or indirectly,
free and clear of any Encumbrance or any other limitation or restriction
(including any restriction on the right to vote or sell the same, except as may
be provided as a matter of law) or in Section 2.5(b) of the Company Disclosure
Schedule. There are no securities of the Company or any of its subsidiaries
convertible into or exercisable or exchangeable for, no options or other rights
to acquire from the Company or its subsidiaries, and no other contract,
understanding, arrangement or obligation (whether or not contingent) providing
for the issuance or sale, directly or indirectly, of, any membership or other
ownership interests in, or any other securities of, any subsidiary of the
Company. There are no outstanding contractual obligations of the Company or any
of its subsidiaries to repurchase, redeem or otherwise acquire any outstanding
membership or other ownership interests in any subsidiary of the Company.

      2.7   PROPERTIES AND ASSETS.

            (a)   Owned Property. None of the properties or assets owned by the
Company or any of its subsidiaries is subject to any Encumbrance, except for
liens for current Taxes not yet due and payable. Section 2.7(a) of the Company
Disclosure Schedule lists all material personal property and assets owned by the
Company or any of its subsidiaries. The Company owns no real property.

            (b)   Leased Property. The properties and assets leased by the
Company or any of its subsidiaries are held under valid leasehold interests in
such properties and assets. Section 2.7(b) of the Company Disclosure Schedule
sets forth a correct and complete list of (i) all material leases or rental
contracts under which the Company or any of its subsidiaries is a lessee,
lessor, sublessee or sublessor, and (ii) all material leased property or
equipment used by the Company or any of its subsidiaries in the operation of the
Business. All payments have been

                                       7
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

made under, and the Company and its subsidiaries are in material compliance with
the terms of, each lease or rental contract to which any of them is a party. The
Company and its subsidiaries, as applicable, are in peaceable and undisturbed
possession of the real property and improvements, buildings, machinery,
equipment or other tangible property or assets covered by a lease. All
improvements on leased property used by the Company or any of its subsidiaries
in the operation of the Business and the current use thereof are in material
accordance with all applicable laws and the agreements under which such
improvements are leased.

            (c)   Condition of Property. All of the tangible properties and
assets owned or leased by the Company or any of its subsidiaries are, and at the
Closing Date will be, in materially good operating condition and repair and are
adequate and suitable for the purposes for, and the manner in, which they are
currently being used. No proceeding is pending or proposed which would preclude
or impair the use of any such properties and assets by the Company or any of its
subsidiaries for the purposes for, and the manner in, which it is currently
used. Neither the Company nor any of its subsidiaries leases or subleases to any
other entity or person any property or asset owned, leased or held by it.

      2.8   INTELLECTUAL PROPERTY.

            (a)   Intellectual Property Rights. Section 2.8(a) of the Company
Disclosure Schedule sets forth a complete and correct list of all material
Intellectual Property Rights owned, licensed or used by the Company or its
subsidiaries in the conduct of the Business (collectively, the "COMPANY IP
ASSETS"), together with a listing of all material licenses, franchises,
licensing agreements (whether as licensor or licensee) to which the Company or
its subsidiaries is a party, and any other arrangement with respect to the
Company IP Assets. The Company or its subsidiaries owns all right, title and
interest in each of the Company IP Assets identified in Section 2.8(a) of the
Company Disclosure Schedule. Other than the Company IP Assets, no other
Intellectual Property Rights are necessary for the unimpaired continued conduct
of the Business, as currently conducted, as of the date hereof or after the
Closing.

            (b)   No Proceedings Against Company IP Assets. Neither the Company
nor any of its subsidiaries has, during the three (3) years preceding the date
of this Agreement, been a party to any Proceeding, nor, to the knowledge of any
Selling Member, is any Proceeding threatened, that involved or is reasonably
expected to involve a claim of infringement or misappropriation by any person
(including any Governmental Entity) of any Intellectual Property Right of such
person. No Company IP Asset owned by the Company is subject to any outstanding
order, judgment, decree, or stipulation restricting the use thereof by the
Company or any of its subsidiaries, or restricting the licensing thereof by the
Company or any of its subsidiaries. No Company IP Asset has been, or to the
knowledge of any Selling Member is alleged to have been, misappropriated from
any other person and the current use and exploitation of the Company IP Assets
by the Company and its subsidiaries does not infringe upon, violate or result in
the misappropriation of any Intellectual Property Right of any person. None of
the Selling Members, the Company or any of its subsidiaries has received any
notice or claim challenging the absolute and unrestricted right of the Company
or any of its subsidiaries to use any of the Company IP Assets or suggesting
that any other person has any claim with respect thereto.

                                       8
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (c)   Company Marks.

                  (i)    The Company or its subsidiaries owns all right, title
and interest in each of the Marks listed in Section 2.8(a) of the Company
Disclosure Schedule (collectively, the "COMPANY MARKS"), and the Company and its
subsidiaries have not received any notice or claim (whether written or oral)
challenging the Company's or the relevant subsidiary's exclusive and complete
ownership of any Company Marks or suggesting that any other person has any claim
of legal or beneficial ownership or other claim or interest with respect
thereto.

                  (ii)   The Company Marks are legally valid and enforceable and
none of the Selling Members, the Company or its subsidiaries has received any
notice or claim (whether written or oral) challenging the validity or
enforceability of any Company Marks.

                  (iii)  The Company and its subsidiaries have not taken any
action (or failed to take any action), or used or enforced (or failed to use or
enforce) any of the Company Marks in a manner that would result in the
abandonment, cancellation, forfeiture, relinquishment, or unenforceability of
any of the Company Marks or any of their respective rights therein.

                  (iv)   The Company and its subsidiaries have taken all
reasonable steps necessary to protect their respective rights in and to each of
the Company Marks and to prevent the unauthorized use thereof by any other
person, in each case in accordance with standard industry practice, and has
adequately policed the Company Marks against third party infringement.

                  (v)    None of the Selling Members, the Company or any of its
subsidiaries has granted to any person any right, license or permission to use
any of the Company Marks.

                  (vi)   All material maintenance fees, annuities, and the like
due on the Company Marks have been timely paid.

                  (vii)  No Company Mark has been or is now involved in any
opposition or cancellation proceeding and, to the knowledge of any Selling
Member, no such action is threatened with the respect to any of the Company
Marks.

                  (viii) Neither the Company nor any of its subsidiaries has any
Patents.

            (d)   Protection. The Selling Members, the Company and its
subsidiaries have taken all reasonable actions necessary to protect the
confidentiality of all trade secrets and confidential information (including,
without limitation, know-how, specifications, financial and business plans)
comprising the Company IP Assets. To the knowledge of any Selling Member, no
employee of the Company or any of its subsidiaries has entered into any contract
or other agreement with any person that restricts or limits in any way the scope
or type of work in which the employee may be engaged for the Company or any of
its subsidiaries or requires the employee to transfer, assign, or disclose
information concerning the employee's work with the Company or any of its
subsidiaries to any other person. Except under appropriate confidentiality
obligations, there has been no disclosure by any Selling Member, the Company or
any of its

                                       9
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

subsidiaries of any trade secret or other confidential information (including,
without limitation, know-how, specifications, financial and business plans)
comprising the Company IP Assets.

      2.9   CONTRACTS.

            (a)   Contracts. Section 2.9(a) of the Company Disclosure Schedule
sets forth a correct and complete list, and the Selling Members have furnished
to Buyer correct and complete copies, of all material contracts, agreements,
arrangements and commitments, whether written or oral, to which the Company or
any of its subsidiaries is a party or bound (collectively, the "CONTRACTS"),
including, without limitation:

                  (i)    all Employee Agreements and Employee Benefit Plans;

                  (ii)   all arrangements for the employment of any officer,
individual employee or other person performing work for the Company or any of
its subsidiaries on a full-time, part-time, consulting or other basis;

                  (iii)  all arrangements under which the Company or any of its
subsidiaries has advanced or loaned any other person amounts in the aggregate
exceeding $10,000;

                  (iv)   all agreements and indentures relating to borrowed
money or other indebtedness or the mortgaging, pledging or otherwise placing any
Encumbrance on any asset of the Company or its subsidiaries;

                  (v)    all guaranties and performance bonds;

                  (vi)   all leases and agreements under which the Company or
any of its subsidiaries is lessee of or holds or operates any real property
owned by any other party;

                  (vii)  all leases and agreements under which the Company or
any of its subsidiaries is lessee of or holds or operates any personal property
owned by any other party, except for leases of personal property pursuant to
which the aggregate rental payments do not exceed $10,000 per annum;

                  (viii) all leases and agreements under which the Company or
any of its subsidiaries is lessor of or permits any third party to hold or
operate any property, real or personal, owned or controlled by the Company or
its subsidiaries;

                  (ix)   all agreements and groups of related agreements with
the same party or group of affiliated parties the performance of which involves
consideration in the aggregate in excess of $10,000 per annum;

                  (x)    all supply and manufacturing agreements;

                  (xi)   all distribution agreements;

                  (xii)  all licensing agreements;

                                       10
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                  (xiii) all agreements prohibiting the Company or any of its
subsidiaries from freely engaging in any business or competing anywhere in the
world;

                  (xiv)  all settlement and conciliation agreements;

                  (xv)   all powers of attorney; and

                  (xvi)  all other agreements material to the operations and
business prospects of the Company and its subsidiaries or involves a
consideration in excess of $10,000 per annum exclusive of open purchase orders.

            (b)   Enforceability of Contracts. All the Contracts are valid,
binding and enforceable, in accordance with their respective terms, and shall
remain in full force and effect after the Closing. The Company and its
subsidiaries have performed all obligations required to be performed by them and
are not in default under or in breach of, nor in receipt of any claim of default
or breach under, any Contract. No event has occurred which, with the passage of
time or the giving of notice or both, would result in a default under or breach
of the Company or any of its subsidiaries under any Contract. Neither the
Company nor any of its subsidiaries has any expectation or intention of not
fully performing all its obligations under any Contract. No Contract is
currently subject to, or to the knowledge of any Selling Member is expected to
be subject to, any penalty, right of set-off or other charge by the other party
thereto for late performance or delivery in accordance with the terms of such
Contract. None of the Selling Members, the Company or any of the subsidiaries
has knowledge of any breach or anticipated breach by the other parties to any
Contract. No claim, action, proceeding or investigation, is pending or, to the
knowledge of any Selling Member, threatened against the Company or any of its
subsidiaries, challenging the enforceability of any Contract.

      2.10  PERMITS. The Company and its subsidiaries are in possession of all
Permits related to, or necessary for, the operation of the Business. Section
2.10 of the Company Disclosure Schedule sets forth a complete and accurate list
of all Permits that are held by the Company or any of its subsidiaries in
connection with the operation of the Business. All of the Permits are, and as of
the Closing Date will be, valid and in full force and effect. The continuing
validity and effectiveness of the Permits will not be affected by the
transactions contemplated by this Agreement. The Selling Members have provided
Buyer with complete and accurate copies of each Permit. The Company is and has
been in compliance in all respects with all the conditions or requirements of
each Permit and none of the Selling Members, the Company or any of its
subsidiaries has been notified by any Governmental Entity or permitting
authority that such Governmental Entity or permitting authority intends to
cancel, terminate or modify any of the Permits.

      2.11  ADEQUACY OF ASSETS. The Company and its subsidiaries possess good
and marketable title to, or sufficient rights to use for the purposes of the
Business, all properties and assets used in its operations or necessary for the
unimpaired continued conduct (both before and after the Closing) of the Business
as currently conducted and proposed to be conducted. The sale and assignment of
the Membership Interests by the Selling Members to Buyer will effectively convey
to Buyer all of the assets and rights that are used in connection with, or
necessary for the unimpaired continued conduct of, the Business. The Selling
Members have no basis to believe

                                       11
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

that the Company and its subsidiaries will be unable to fulfill in all respects
all of the obligations under the Contracts which remain to be performed after
the Closing.

      2.12  CUSTOMERS, DISTRIBUTORS AND SUPPLIERS. Section 2.12 of the Company
Disclosure Schedule sets forth a complete and accurate listing of (a) each
customer or distributor of the Company or any of its subsidiaries for the period
from January 1, 2003 through July 2, 2004, together with detail regarding gross
purchases and gross revenues for each such customer or distributor; (b) each
supplier or distributor for the Company or any of its subsidiaries that is the
sole supplier or distributor of any product or component or sole provider of any
product related service, the product, component or service provided thereby, the
most recent and best prices quoted and, if applicable, the lead time for such
product, component or service; and (c) each supplier that holds any tooling for
the Company or for the manufacturing of any of its products, the tooling, its
location and the part and product line the tooling supports.

      2.13  IMPAIRMENT OF RELATIONSHIPS. No such customer, supplier or
distributor of the Company or any of its subsidiaries listed in Section 2.12 of
the Company Disclosure Schedule (a) refuses or has refused to honor any of its
commitments; (b) is dissatisfied with the quality or price of the Company's
products or is otherwise dissatisfied with its relationship with the Company;
(c) has canceled, terminated or threatened to cancel or terminate its
relationship with the Company or any of its subsidiaries; (d) has materially
decreased its purchases of products from the Company or any of its subsidiaries,
in the case of any such customer or distributor; (e) has materially decreased
its supplies to the Company or any of its subsidiaries, in the case of any such
supplier; (f) to the knowledge of any Selling Member, intends to cancel or
terminate its relationship with the Company or any of its subsidiaries or
materially decrease its purchases from or supplies to the Company or any of its
subsidiaries; or (g) intends to alter in any material respect the extent of its
dealings with the Company. Neither the Company nor any of its subsidiaries has
breached any agreement with, or engaged in any fraudulent conduct with respect
to, any customer, distributor or supplier of the Company or any of its
subsidiaries.

      2.14  CERTAIN PAYMENTS. None of the Selling Members, the Company or any of
its subsidiaries, nor any of their respective stockholders, members, managers,
directors, officers, employees or agents, has directly or indirectly made any
illegal bribe, payoff, influence payment, kickback or other payment to any
person, public or private, regardless of form, whether in money, property or
services (a) to obtain favorable treatment, or to pay for favorable treatment
already obtained, in securing sales for the Business; (b) to obtain special
concessions, or to pay for special concessions already obtained, for or in
respect of the Business; or (c) in violation of any applicable U.S. federal,
state, local or foreign law.

      2.15  FINANCIAL STATEMENTS.

            (a)   Company Financial Statements. Attached as Section 2.15(a) of
the Company Disclosure Schedule are (i) audited balance sheets of the Company
and its subsidiaries at December 31, 2001, 2002 and 2003 and the related audited
consolidated statements of income and cash flow of the Company and its
subsidiaries for the years then ended; and (ii) unaudited balance sheets of the
Company and its subsidiaries at May 31, 2004 and the related unaudited
consolidated statements of income and cash flow of the Company and its
subsidiaries for the five-month period then ended (such statements specified in
clauses (i) and (ii), together with the

                                       12
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

related notes thereto, if any, collectively, the "FINANCIAL STATEMENTS"). The
Financial Statements have been prepared in accordance with the books and records
of the Company and its subsidiaries and in accordance with accounting principles
generally accepted in the United States, consistently applied, and fairly
present the financial condition of the Company and its subsidiaries as of the
dates thereof and the results of their operations for the periods covered
thereby, except, in the case of the Financial Statements at and for the
five-month period ended May 31, 2004, for the absence of notes and as otherwise
noted therein and subject to normal recurring year-end adjustments (which are
not, in the aggregate, material). Section 2.15(a) of the Company Disclosure
Schedule also sets forth a true and complete list of all of the indebtedness of
the Company and its subsidiaries as of May 31, 2004.

      2.16  ABSENCE OF CHANGES. Since May 31, 2004, neither the Company nor any
of its subsidiaries has:

            (a)   issued any notes, bonds or other debt securities;

            (b)   issued any equity securities or rights convertible,
exchangeable or exercisable into any equity securities;

            (c)   borrowed any amount or incurred, or become subject to, any
liabilities, except current liabilities incurred in the ordinary course of
business, consistent with past practice;

            (d)   discharged or satisfied any Encumbrance or paid any obligation
or liability, other than current liabilities paid in the ordinary course of
business, consistent with past practice;

            (e)   canceled any debts or claims or waived any rights of any
value, except in the ordinary course of business;

            (f)   delayed or postponed in any manner the payment of any accounts
payable or commissions or any other liability or obligation or agreed or
negotiated with any party to extend the payment date of any accounts payable or
commissions or any other liability or obligation or discounted any accounts or
notes receivable;

            (g)   mortgaged or pledged any of its properties or assets or
subjected them to any Encumbrance;

            (h)   made any loans or advances to, guaranties for the benefit of,
or any investments in, any person (other than advances to Employees in the
ordinary course of business, consistent with past practice);

            (i)   acquired any assets, except in the ordinary course of
business, consistent with past practice;

            (j)   sold, assigned, transferred, leased or licensed any of its
tangible assets, other than the possible sale or liquidation of The Edge, LLC
and except in the ordinary course of business, consistent with past practice;

                                       13
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (k)   made or granted any bonus or any wage or salary increase to
any Employee or group of Employees (except as required by preexisting Employee
Agreements set forth on Section 2.9(a) of the Company Disclosure Schedule), made
or granted any increase in any Employee Benefit Plan or Employee Agreement,
amended or terminated any existing Employee Benefit Plan or Employee Agreement
or adopted any new Employee Benefit Plan or Employee Agreement, or entered into,
amended or terminated any collective bargaining agreement or other employment
agreement with respect to Employees;

            (l)   implemented any plant closing or other layoff of employees
that could implicate the WARN Act or any similar foreign, state or local law,
regulation or ordinance;

            (n)   suffered any extraordinary damage, destruction or casualty
loss, whether or not covered by insurance;

            (o)   experienced any event, circumstance, condition, development or
occurrence causing, resulting in or reasonably expected to have a Material
Adverse Effect;

            (p)   other than as set forth in Section 2.16(p) of the Company
Disclosure Schedule, made any change in accounting methods or practices
(including any change in depreciation or amortization policies or rates) or made
any write-down in the value of its assets that is material or that is other than
in the ordinary course of business, consistent with past practice, or reversed
any accruals whether or not in the ordinary course of business consistent with
past practice;

            (q)   declared, set aside or paid any dividend or distribution or
made any direct or indirect redemption, purchase or other acquisition of any
capital stock, membership interests or other equity interests;

            (r)   made any amendment of, or modification to, its limited
liability company agreement, charter, bylaws or similar governing documents;

            (s)   entered into any agreement or arrangement prohibiting or
restricting it from freely engaging in the conduct of the Business, as currently
conducted;

            (t)   entered into, amended or terminated any Contract other than in
the ordinary course of business, consistent with past practice;

            (u)   entered into any material transaction whether or not in the
ordinary course of business, consistent with past practice;

            (v)   materially changed any business practice;

            (w)   engaged in any business other than the Business and activities
ancillary thereto; or

            (x)   agreed, whether in writing or otherwise, to do any of the
foregoing.

      2.17  NO UNDISCLOSED LIABILITIES. Except as may be disclosed in the
Company's

                                       14
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

Disclosure Schedules, neither the Company nor any of its subsidiaries has any
liabilities or obligations of any nature, whether fixed, contingent, accrued or
otherwise, liquidated or unliquidated, whether or not known to the Selling
Members, the Company or any of its subsidiaries, and whether due or to become
due, other than:

            (a)   liabilities and obligations set forth in the Financial
Statements; and

            (b)   liabilities and obligations of the Company or any of its
subsidiaries incurred since May 31, 2004 in the ordinary course of business
consistent with past practice (none of which is a liability or obligation for
breach of contract, breach of warranty, tort, infringement, violation of law,
claim or lawsuit) and which are not incurred in violation of any of the
provisions of this Agreement.

      2.18  LITIGATION. There is no pending or, to the knowledge of any Selling
Member, threatened, claim, suit, arbitration or other judicial or regulatory
proceeding or investigation of any character by, against or involving (a) any of
the Membership Interests, (b) the Company or any of its subsidiaries, (c) any of
the assets or properties of the Company or its subsidiaries, or (d) the manager
of the Company or any of its subsidiaries; and there are no facts in existence
which could reasonably be expected to form the basis for any such claim, suit,
arbitration or proceeding. There is also no judgment, decree, injunction or
order of any Governmental Entity against or involving (w) any of the Membership
Interests, (x) the Company or any of its subsidiaries, (y) any of the assets or
properties of the Company or its subsidiaries, or (z) the manager of the Company
or any of its subsidiaries; and there are no facts in existence which could
reasonably be expected to form the basis for any such judgment, decree,
injunction or order. There are no unresolved notices of deficiency or charges of
violation brought or, to the knowledge of any Selling Member, threatened against
the Company or any of its subsidiaries, including under any federal, state,
local or foreign regulation or otherwise, and there are no facts or
circumstances that could reasonably be expected to form a reasonable basis on
which any such proceedings, notices or actions may be instituted, issued or
brought hereafter.

      2.19  COMPLIANCE WITH LAWS. The Company and its subsidiaries conduct, and
have conducted, the Business in compliance with all applicable laws, ordinances,
rules and regulations of any Governmental Entity, including, without limitation,
all federal, state, municipal and foreign laws and regulations relating to the
protection of the health and safety of employees and equal employment
opportunity. None of the Selling Members, the Company or any of its subsidiaries
has received any notice of any violation of any such law, regulation, order or
other legal requirement, and neither the Company nor any of its subsidiaries is
in default with respect to any order, writ, judgment, award, injunction or
decree of any Governmental Entity. No investigation or review by any
Governmental Entity with respect to the Company or any of its subsidiaries is
pending or, to the knowledge of any Selling Member, threatened, nor has any
Governmental Entity indicated an intention to conduct any investigation or
review with respect to the Company or any of its subsidiaries.

      2.20  TAX MATTERS.

            (a)   Filing of Returns. There have been properly completed and
filed on a timely basis to include extensions and in correct form all Tax
Returns required to be filed by the

                                       15
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

Company and its subsidiaries. As of the time of filing, all such Tax Returns
completely and accurately reflected the facts regarding the income, business,
assets, operations, activities, status and other matters of the Company and its
subsidiaries and any other information required to be shown thereon. In
particular, and without in any manner limiting the foregoing, none of such Tax
Returns contains any position which is or would be subject to penalties under
Section 6662 of the Code (or any corresponding provision of state, local or
foreign Tax law). An extension of time within which to file any Tax Return which
has not been filed has not been requested or granted.

            (b)   Payment of Taxes. With respect to all amounts in respect of
Taxes imposed upon the Company or any of its subsidiaries, or for which the
Company or any of its subsidiaries is or could be liable, whether to taxing
authorities (e.g., under law) or to other persons or entities (e.g., under Tax
allocation agreements), with respect to all taxable periods (or portions
thereof) ending on or before the Closing Date, all applicable Tax laws and
agreements have been complied with, and all such amounts required to be paid by
the Company or any of its subsidiaries to such taxing authorities or others have
been paid.

            (c)   Audit History. No issues have been raised (or are currently
pending) by any taxing authority in connection with any Tax Returns of the
Company or any of its subsidiaries. No waivers of statutes of limitation with
respect to such Tax Returns have been given by or requested from the Company or
any of its subsidiaries. Section 2.20(c) of the Company Disclosure Schedule sets
forth (i) the taxable years of the Company and its subsidiaries as to which the
respective statutes of limitations with respect to Taxes have not expired, and
(ii) with respect to such taxable years, those years for which examinations have
been completed, those years for which examinations are presently being
conducted, those years for which examinations have not been initiated, those
years for which required Tax Returns have not been initiated, and those years
for which required Tax Returns have not yet been filed. All deficiencies
asserted or assessments made as a result of any examinations have been fully
paid.

            (d)   Other Jurisdictions. There is no investigation or other
proceeding pending or, to the knowledge of any Selling Member, threatened or
expected to be commenced by any Tax authority for any jurisdiction where the
Company and its subsidiaries do not file Tax Returns that could lead to an
assertion by such Tax authority that the Company or any of its subsidiaries is
or may be subject to a Tax in such jurisdiction. There is no basis for any such
investigation or other proceeding.

            (e)   Liens. There are no liens for Taxes (other than for current
Taxes not yet due and payable) existing upon any of the Membership Interests or
any of the assets or properties of the Company or its subsidiaries.

            (f)   Tax Sharing or Allocation Agreements. Neither the Company nor
any of its subsidiaries is party to or bound by any Tax indemnity, Tax sharing
or Tax allocation agreement or arrangement.

            (g)   Withholdings. All Taxes required to be withheld by the Company
or any of its subsidiaries, including, without limitation, Taxes arising as a
result of payments or distributions (or amounts allocable) to out-of-state
members, foreign members, foreign persons

                                       16
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

or to employees of the Company or any of its subsidiaries, have been collected
and withheld, and have been either paid to the respective Governmental Entities,
set aside in accounts for such purpose, or accrued, reserved against, and
entered upon the books and records of the Company or its Subsidiaries.

            (h)   Partnership Treatment. The Company qualifies, and since the
date of its formation has qualified, as a partnership for federal and state
income Tax purposes and none of the Company, any of its subsidiaries, any
Selling Member or any taxing authority has taken a position inconsistent with
such treatment.

            (i)   Non-Foreign Person and U.S. Real Property Holding Company. No
Selling Member is a "foreign person" within the meaning of Code Section 1445,
other than Young An Hat, and the Company is not a U.S. Real Property Holding
Company within the meaning of Code Section 895.

      2.21  REAL PROPERTY.

            (a)   Owned Real Property. Neither the Company nor any of its
subsidiaries owns any real property.

            (b)   Leased Real Property.

                  (i)   Section 2.21(b) of the Company Disclosure Schedule lists
all real property and interests therein leased or subleased by the Company or
any of its subsidiaries or which the Company or any of its subsidiaries is
granted a right to use or occupy (the "LEASED REAL PROPERTY") and appurtenant
easements. The Leased Real Property is leased pursuant to a Contract identified
on Section 2.9(a) of the Company Disclosure Schedule as a real property lease
(each, a "REAL PROPERTY LEASE"), including the date and name of the parties to
such Real Property Lease. The Company or a subsidiary has good, valid and
marketable leasehold title under each Real Property Lease, free and clear of any
Encumbrance, and the Leased Real Property constitutes all real property
currently used by the Company and its subsidiaries. Neither any portion of the
Leased Real Property nor the conduct of the Business thereon violates any
restrictive covenant applicable thereto. The restrictive covenants, easements
and rights-of-way affecting the Leased Real Property do not, and will not,
impair the conduct of the Business.

                  (ii)  Section 2.9(a) of the Company Disclosure Schedule
contains a list of all documents (including all amendments, extensions,
renewals, guaranties and other agreements with respect thereto) for the Leased
Real Property. None of the Selling Members, the Company or any of its
subsidiaries owes, or will owe in the future, any brokerage commissions or
finder's fees with respect to any Real Property Lease and the other party to
each such Real Property Lease is not an Affiliate of the Company or its
subsidiaries. No security deposit or portion thereof deposited with respect the
Leased Real Property has been applied in respect of a breach or default under
the lease for the Leased Real Property which has not be redeposited in full,
there are no forbearance programs in effect with respect to the Leased Real
Property, and neither the Company nor any of its subsidiaries has assigned,
subleased, mortgaged, deeded in trust or otherwise transferred or encumbered the
Leased Real Property or any interest therein.

                                       17
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                  (iii) The Company and its subsidiaries have good and valid
leasehold interests in all buildings, improvements and fixtures located on the
Leased Real Property, regardless of whether such buildings, improvements or
fixtures are subject to reversion to the landlord or other third party upon the
expiration or termination of the lease for such Leased Real Property (the
"LEASEHOLD IMPROVEMENTS").

                  (iv)  The classification of each parcel of the Leased Real
Property under applicable zoning laws, ordinances and regulations permits the
use and occupancy of such parcel and the operation of the Business thereon as
currently conducted, and permits the Leasehold Improvements located thereon as
currently constructed, used and occupied. The Leased Real Property includes
access to public streets or valid perpetual easements over private streets
sufficient for ingress and egress thereto for the conduct the Business. There is
no condemnation, expropriation or other proceeding in eminent domain pending or,
to the knowledge of the Selling Members, threatened, affecting any Leased Real
Property or any portion thereof or interest therein.

      2.22  ENVIRONMENTAL MATTERS.

            (a)   Compliance with Environmental Laws. All current and prior uses
of each property currently or formerly owned or operated by the Company or any
of its subsidiaries, and all operations, activities and conduct of the Company
and its subsidiaries related thereto, materially comply and have at all times
materially complied with all relevant Environmental Laws. Neither the Company
nor any of its subsidiaries is required to make any capital or other
expenditures to comply with any Environmental Law nor is there any reasonable
basis on which any Governmental Entity could take action that would require such
capital or other expenditure.

            (b)   Release of Hazardous Materials. There has been no disposal,
release, or threatened release of Hazardous Materials (whether legal or illegal,
accidental or intentional) on, under, in, from or about any property currently
or formerly owned or operated by the Company or any of its subsidiaries, or
otherwise related to the operations, activities or conduct of the Company or any
of its subsidiaries that has subjected or may subject the Company or any of its
subsidiaries to liability under any Environmental Law. No Hazardous Materials
have migrated or threatened to migrate from any property currently or formerly
owned or operated by the Company or any of its subsidiaries onto, about or
beneath any other property, nor have any Hazardous Materials migrated or
threatened to migrate from other properties onto, about or beneath any property
currently or formerly owned or operated by the Company or any of its
subsidiaries. Neither the Company nor any of its subsidiaries has (i) disposed
of or arranged for disposal of Hazardous Materials on any third party property
that has subjected or may subject the Company or any of its subsidiaries to
liability under any Environmental Law or (ii) exposed any employee or third
party to any Hazardous Material or condition which has subjected or may subject
the Company or any of its subsidiaries to liability under any Environmental Law.

            (c)   No Environmental Claims. None of the Selling Members, the
Company or any of its subsidiaries has received any notice, demand, letter,
claim, request for information or other communication relating to any property
currently or formerly owned or operated by the Company or any of its
subsidiaries, or relating to the conduct of the Business by the Company or any
of its subsidiaries, alleging violation of or liability under any Environmental
Law and there

                                       18
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

are no proceedings, actions, orders, decrees, injunctions or other claims or, to
the knowledge of any Selling Member, any threatened actions or claims, relating
to or otherwise alleging liability under any Environmental Law. Neither the
Company nor any of its subsidiaries has assumed any liability of any person for
investigation or remediation of Hazardous Materials, compliance with
Environmental Law, release or disposal of Hazardous Materials, or any claim for
personal injury or property damage related to or arising under Environmental
Law.

            (d)   USTs, Asbestos and PCBs. No underground storage tanks,
asbestos-containing material, or polychlorinated biphenyls have ever been
located on any property currently or formerly owned or operated by the Company
or any of its subsidiaries.

            (e)   Environmental Reports. The Selling Members have made available
to Buyer correct and complete copies of all environmental assessments, audits,
studies, and other environmental reports in its possession or reasonably
available to it relating to the Company and its subsidiaries and each of their
current or former properties or operations. There has not occurred any event
since the dates of such assessments, audits, studies and reports that could
alter or affect the findings or conclusions contained therein.

      2.23  EMPLOYMENT MATTERS.

            (a)   Employees. Section 2.23(a) of the Company Disclosure Schedule
sets forth a correct and complete list of each individual employed by the
Company or any of its subsidiaries (the "EMPLOYEES") and includes the following
information for each Employee: (i) whether the Employee is a Key Employee; (ii)
current salary grade; (iii) annual target bonus and/or annual target sales
commissions; (iv) accrued vacation; (v) accrued sick days; and (vi) service date
or any adjusted service date reflecting service credit for prior employment.
Section 2.23(a) of the Company Disclosure Schedule also identifies those
Employees who, as of the date hereof, are on leave of absence, short- or
long-term disability leave, or who are otherwise not actively employed and the
date on which each such Employee is expected to return to active employment.

            (b)   Employment Agreements. Section 2.23(b) of the Company
Disclosure Schedule sets forth a correct and complete list, and the Selling
Members have furnished to Buyer correct and complete copies or abstracts, of all
agreements or arrangements, written or oral, between the Company or any of its
subsidiaries and any Employee, including, without limitation, all agreements or
arrangements providing for any employment, consulting or retention compensation,
deferred compensation, indemnification, equity-based incentive, loan,
change-in-control payment, severance, perquisite or any other provision pursuant
to which obligations may be owed by Buyer, the Company or any of its
subsidiaries to any Employee (collectively, the "EMPLOYEE AGREEMENTS").

            (c)   Compliance with Agreements. No Employee is in violation of any
term of any Employee Agreement, confidentiality or non-disclosure agreement or
any other contract, agreement, commitment or understanding with the Company or
any of its subsidiaries or relating to the Business. No Key Employee is
obligated under any contract or agreement, subject to any judgment, decree, or
order of any court or administrative agency, that would interfere with such
person's efforts to promote the interests of Buyer, the Company or any of its
subsidiaries or that

                                       19
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

would interfere with the Business. The execution, delivery and performance of
this Agreement and the other Transaction Documents will not violate, conflict
with or accelerate any benefits under any agreement between the Company or any
of its subsidiaries and any Employee. The conduct of the Business, as currently
conducted, and the completion of the transactions contemplated by this
Agreement, will not violate or conflict with any contract or agreement under
which any Employee is now bound.

            (d)   Benefit Plans. Section 2.23(d) of the Company Disclosure
Schedule contains a correct and complete list of each (i) "employee pension
benefit plan" as defined in Section 3(2) of ERISA and not exempted under Section
4(b) or 201 of ERISA maintained by the Company or any of its subsidiaries, or to
which the Company or any of its subsidiaries is required to contribute or with
respect to which the Company or any of its subsidiaries may have any liability,
including without limitation any multiemployer pension plan (as defined in
Section 3(37) of ERISA), and (ii) each "employee welfare benefit plan" as
defined in Section 3(1) of ERISA maintained by the Company or any of its
subsidiaries, or to which the Company or any of its subsidiaries contributes or
is required to contribute, or with respect to which the Company or any of its
subsidiaries may have any liability , and each other plan or arrangement that
provides benefits (including, without limitation, profit-sharing, bonus, equity
option, equity purchase, equity bonus, dependent care assistance, excess
benefit, incentive, salary continuation, and other compensation arrangements,
vacation plans or programs, severance benefits, sick leave plans or programs,
dental or medical plans or programs, and related or similar benefits) are
afforded to employees of, or otherwise required to be provided by, the Company
or any of its subsidiaries (all plans, programs and arrangements described in
clauses (i) and (ii), together, the "EMPLOYEE BENEFIT PLANS"). With respect to
each Employee Benefit Plan, the Selling Members have furnished to Buyer, to the
extent applicable, correct and complete copies of (A) the most recent annual
reports on Form 5500 (including schedules) filed with the IRS; (B) the documents
and instruments governing each such Employee Benefit Plan and related funding
arrangement; (C) the most recent summary plan description and any summaries of
modifications for each such Employee Benefit Plan; and (D) the most recent
favorable IRS determination letter and antecedent application materials for each
Employee Benefit Plan that is intended to be qualified pursuant to Code section
401(a). There is no, and could not be any, liability of the Company or any of
its subsidiaries under any insurance policy or similar arrangement procured in
connection with any Employee Benefit Plan in the nature of a retroactive rate
adjustment or loss sharing arrangement. The Company and its subsidiaries do not
maintain or contribute to, and could not incur any liability with respect to,
any plan subject to Title IV of ERISA. Each Employee Benefit Plan has been
operated and maintained in all material respects, in accordance with its terms
and applicable law (including, without limitation, ERISA and the Code), and
there has been no violation of any reporting or disclosure requirement imposed
by ERISA or the Code. Each Employee Benefit Plan intended to be qualified under
Section 401(a) of the Code, and each trust intended to be exempt under Section
501(a) of the Code, has been determined to be so qualified or exempt by the IRS,
and no event has occurred that could reasonably be expected to result in the
loss of such tax qualification. No fiduciary or party in interest of any
Employee Benefit Plan has participated in, engaged in or been a party to any
transaction that is prohibited under Section 4975 of the Code or Section 406 of
ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA (or
any administrative class exemption issued thereunder), respectively. Other than
routine claims for benefits, there is no claim or proceeding (including any
audit or investigation) pending or, to the knowledge of any of the Selling
Members,

                                       20
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

threatened, involving any Employee Benefit Plan by any person, or by the IRS or
any other Governmental Entity or quasi-governmental agency. There will be no
payment, accrual of additional benefits, acceleration of payments or vesting of
any benefit under any Employee Benefit Plan or any other agreement or
arrangement to which the Company or any of its subsidiaries is a party, and no
employee, officer or director of the Company or its subsidiaries will become
entitled to severance, termination allowance, or any other payments, solely by
reason of entering into or in connection with the transactions contemplated by
this Agreement. To the extent permitted by applicable law, each Employee Benefit
Plan can be amended or terminated at any time, without consent from any other
party and without liability other than for benefits accrued as of the date of
such amendment or termination (and ordinary administration expenses). The
Company and its subsidiaries have made full and timely payment of all amounts
required to be contributed or paid as expenses under the terms of each Employee
Benefit Plan and applicable law.

      2.24  LABOR.

            (a)   General. The Company and its subsidiaries have complied with
all applicable laws with respect to independent contractor status, employment
and employment practices, labor relations, occupational safety and health, plant
closings, mass layoffs, nondiscrimination obligations, human rights, pay equity
and terms and conditions of employment and wages. None of the Employees have
been improperly classified as independent contractors, leased employees or as
being exempt from the payment of wages for overtime. The Company and its
subsidiaries have complied with the provisions of the WARN Act and do not expect
to incur any liability under the WARN Act prior to the completion of the
transactions contemplated by this Agreement. Neither the Company nor any of its
subsidiaries has engaged in any unfair labor practice, unlawful employment
practice or unlawful discriminatory practice. There is no pending, or to the
knowledge of any Selling Member, threatened claim or investigation involving the
Company or any of its subsidiaries by the National Labor Relations Board or any
comparable federal, state or foreign agency or Governmental Entity.

            (b)   Unions. None of the Employees are represented by a union and
there is no request for union representation pending, or to the knowledge of any
Selling Member, threatened with respect to the Employees. There are no strikes,
lockouts, work stoppages, slowdowns or jurisdictional disputes occurring, or to
the knowledge of any Selling Member, threatened with respect to any of the
Employees. There are no organizing activities occurring or, to the knowledge of
any Selling Member, threatened with respect to any of the Employees.

      2.25  INSURANCE. Section 2.25 of the Company Disclosure Schedule sets
forth a correct and complete list, and the Selling Members have furnished to
Buyer correct and complete copies, of all insurance policies of any nature
whatsoever maintained by, or on behalf of, the Company or any of its
subsidiaries with respect to the Business. The Company and its subsidiaries
maintain valid policies of insurance of such types and in such amounts as are
customary and reasonable. Such policies are in full force and effect, all
premiums with respect thereto have been paid to the extent due, and such
policies, or other policies covering the same risks, have been in full force and
effect, without gaps, continuously since inception. There is no default of any
kind under any of such policies and there has been no failure to give any notice
or to present any claim under any such policy in a due and timely fashion. No
notice of cancellation or

                                       21
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

termination has been received by any of the Selling Members, the Company or any
of its subsidiaries with respect to any such policies. There are no claims
pending, nor have there been any claims made in past three (3) years, under any
insurance policies.

      2.26  WARRANTY OBLIGATIONS. Section 2.26 of the Company Disclosure
Schedule sets forth a correct and complete listing of (a) all warranties,
guarantees and warranty policies, whether written or unwritten (the "WARRANTY
OBLIGATIONS"), in respect of any products sold in connection with the Business
and the duration of each Warranty Obligation; (b) all pending and, to the
knowledge of any Selling Member, threatened disputes or claims with respect to
any Warranty Obligation; and (c) the experience history with respect to the
Warranty Obligations. There have been no material deviations from the Warranty
Obligations and no employee, salesperson or agent of the Company or any of its
subsidiaries is authorized to undertake obligations with respect to any person
in excess of the Warranty Obligations. All products manufactured, designed,
licensed or sold by the Company and it subsidiaries conform with published
documentation and satisfy any and all contract or other specifications related
thereto to the extent stated in writing in such contracts or specifications.
Unless product was not provided as ordered or the wrong product shipped, there
is no basis for any refund, adjustment, return or allowance with respect to any
product manufactured, designed, licensed or sold by the Company or any of its
subsidiaries.

      2.27  INVENTORY. The inventory reflected in the Financial Statements has
been determined and valued as reflected in the Financial Statements at the lower
of cost or market on a first-in, first-out basis, net of applicable reserves.
The inventory (whether raw materials, work-in-process or finished goods) is
usable or salable in the ordinary course of business, except for obsolete or
damaged inventory for which adequate reserves have been made in the Financial
Statements. The finished goods inventories of the Company and its subsidiaries
consist of items which are good and merchantable (as defined in the Uniform
Commercial Code) at normal mark-ups in the ordinary course of business equal to
at least forty percent (40%), except for obsolete or damaged inventory for which
adequate reserves have been made on the Financial Statements. No previously sold
inventory is subject to refunds, adjustments, returns or allowances in excess of
that historically experienced by the Company or any of its subsidiaries. The
quantities of each type of inventory (whether raw materials, work-in-process or
finished goods) are not excessive in the present circumstances of the Business
and all commitments or orders for work-in-process were entered into in the
ordinary course of business, consistent with past practice.

      2.28  BANK ACCOUNTS. Section 2.28 of the Company Disclosure Schedule
contains a correct and complete list of (a) each bank, savings and loan or other
institution in which the Company or any of its subsidiaries has a deposit,
custodial, trust or similar account or safety deposit or lock-box account and
the numbers and types of the accounts or safety deposit boxes maintained by the
Company or any of its subsidiaries at such institution; and (b) the names of all
persons authorized to draw on each such account or to have access to any such
safety deposit or lock-box facility, together with a description of any
limitations on the authority of each such person with respect thereto.

      2.29  CERTIFICATE, LLC AGREEMENT AND MINUTES. The Selling Members have
furnished to Buyer correct and complete copies of the certificate of formation,
limited liability company or operating agreement, similar governing documents
and minute books of the

                                       22
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

Company and its subsidiaries, together with all amendments thereto. The minute
books of the Company and its subsidiaries contain correct and complete records
of all action taken by the members, manager and officers of the Company and its
subsidiaries and no material action by the members, manager or officers has been
taken for which minutes have not been prepared and are not contained in such
minute books. At the Closing, all of those books and records will be in the
possession of the Company.

      2.30  RELATED PARTY TRANSACTIONS. None of the Selling Members or any of
their respective Affiliates is a party to any Contract or any other arrangement
with the Company or any of its subsidiaries (a) providing for the furnishing of
services (other than as a manager, officer or employee) or assets; (b) providing
for the rental of property or assets; or (c) requiring the payment of money.
There are no outstanding financial obligations of any Selling Member, any of
their respective Affiliates or any of their respective officers or employees, to
the Company or any of its subsidiaries, and there are no outstanding financial
obligations of the Company or any of its subsidiaries to any Selling Member, any
of their respective Affiliates or any of their respective officers or employees.

      2.31  SOLVENCY. Each Selling Member is a solvent entity or person and will
continue to be so after the consummation of the transactions contemplated by
this Agreement. No Selling Member is subject to or contemplating either the
filing of a petition by it, him or her under any federal or state bankruptcy or
insolvency laws or the liquidation of all or a major portion of its, his or her
respective assets or property and, to the knowledge of any Selling Member, no
person is contemplating the filing of any such petition against any Selling
Member.

      2.32  BROKERS. No broker, finder, investment banker, or other person is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement, based upon arrangements
made by or on behalf of the Selling Members.

      2.33  RESIDENCY. The States of Alabama and Georgia are not community
property states, and each of the spouses of N. Stillwell, G. Stillwell, P.
Stillwell, J. Stillwell, Allison and Martin are residents of either Alabama or
Georgia.

      2.34  FULL DISCLOSURE. No statement by any Selling Member contained in
this Agreement or any other Transaction Document, including, without limitation,
the exhibits and schedules attached hereto and thereto, contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading.

                                    ARTICLE 3
                     REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer hereby makes the representations and warranties to each Selling
Member as set forth below.

      3.1   ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

      3.2   AUTHORIZATION OF AGREEMENT. Buyer has all requisite corporate power
and authority to enter into and deliver this Agreement and to complete the
transactions and perform its obligations contemplated hereby. This Agreement and
the other Transaction Documents have (except for Transaction Documents to be
executed and delivered solely by the Selling Members) been duly and validly
approved by the board of directors of Buyer and no other proceedings on the part
of Buyer is necessary to approve this Agreement or the other Transaction
Documents and to complete the transactions and perform its obligations
contemplated hereby and thereby. This Agreement and the other Transaction
Documents to be delivered by Buyer: (a) have been (or upon execution will have
been) duly executed and delivered by Buyer, and (b) constitute (or upon
execution will constitute) legal, valid and binding obligations of Buyer,
enforceable in accordance with their respective terms.

      3.3   NO CONFLICT OR VIOLATION. The execution, delivery and performance by
Buyer of this Agreement and the other Transaction Documents to be executed and
delivered by Buyer and the completion of the transactions and the performance of
it obligations contemplated hereby and thereby do not and will not: (a) violate
or conflict with any provision of the certificate of incorporation or bylaws of
Buyer; or (b) violate any provision or requirement of any federal, state or
local law, statute, judgment, order, writ, injunction, decree, award, rule, or
regulation of any Governmental Entity applicable to Buyer, except for violations
that do not affect the ability of Buyer to complete the transactions and perform
its obligations contemplated by this Agreement.

      3.4   GOVERNMENTAL CONSENTS. No filing with or notice to, and no permit,
authorization, consent or approval of, any Governmental Entity is necessary for
the execution and delivery by Buyer of this Agreement and the other Transaction
Documents required to be delivered by Buyer or the completion of the
transactions and the performance of it obligations contemplated hereby or
thereby, except for consents that do not affect the ability of Buyer to complete
the transactions contemplated by this Agreement.

      3.5   LITIGATION. There are no claims, actions, suits, or proceedings
(including, without limitation, any arbitration proceeding) of any nature, at
law or in equity, pending or, to the knowledge of Buyer, threatened by or
against Buyer, the directors, officers, employees, agents of Buyer, or any of
their respective Affiliates involving, affecting or relating to the transactions
contemplated by this Agreement or Buyer's ability to complete the transactions
and perform the obligations contemplated by this Agreement. Buyer is not subject
to any order, writ, judgment, award, injunction or decree of any Governmental
Entity involving, affecting or relating to the transactions contemplated by this
Agreement or materially and adversely affecting Buyer's ability to complete the
transactions and perform the obligations contemplated by this Agreement.

      3.6   SECURITIES MATTERS. The Membership Interests to be purchased by
Buyer will be acquired for investment for Buyer's own account, not with a view
to the distribution of any part thereof, and Buyer has no present intention of
selling, granting any participation in, or otherwise distributing the same.
Buyer does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to any third person, with
respect to any of the Membership Interests. Buyer understands that the
Membership Interests are characterized as "restricted securities" under the U.S.
federal securities laws inasmuch as such securities are being acquired in a
transaction not involving a public offering and that under such laws and
applicable

                                       24
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

regulations such securities may not be resold in the absence of an effective
registration statement covering the Membership Interests or an exemption from
registration under the Securities Act.

      3.7   BROKERS. Other than with respect to Moss Adams Capital LLC and
Globalview Advisors LLC, which such fees shall be paid by Buyer, no broker,
finder, investment banker, or other person is entitled to any brokerage,
finder's or other fee or commission in connection with the transactions
contemplated by this Agreement, based upon arrangements made by or on behalf of
Buyer.

                                    ARTICLE 4
                               CERTAIN AGREEMENTS

      4.1   INTENTIONALLY OMITTED.

      4.2   CERTAIN TAX MATTERS.

            (a)   Tax Returns.

                  (i)   Each Selling Member shall include the income
attributable to the Company, its subsidiaries and the Business on such Selling
Member's U.S. federal income Tax Return (and similar state, local or foreign Tax
Return) for all periods through and including the Closing Date and pay any Taxes
attributable to such income. Buyer shall furnish Tax information to each Selling
Member for inclusion in such Selling Member's U.S. federal income Tax Return
(and similar state, local or foreign Tax Return) for the period which includes
the Closing Date in accordance with the past income Tax practices of such
Selling Member and the Company. Each Selling Member shall make all payments
required with respect to any such Tax Return.

                  (ii)  Buyer shall include the income attributable to the
Company, its subsidiaries and the Business on Buyer's consolidated U.S. federal
income Tax Return (and similar state, local or foreign Tax Return) for all
periods after the Closing Date and pay any income Taxes attributable to such
income. Each Selling Member shall furnish Tax information to Buyer with respect
to the Company, its subsidiaries, the Business and the operations, ownership and
activities thereof for all periods through and including the Closing Date to the
extent such information is relevant to any Tax Return which Buyer has the right
and obligation hereunder to file. Buyer shall make all payments required with
respect to any such Tax Return.

                  (iii) The income attributable to the Company, its subsidiaries
and the Business shall be apportioned to the period up to and including the
Closing Date (the "PRE-CLOSING SHORT YEAR") and the period after the Closing
Date (the "POST-CLOSING SHORT YEAR") by closing the books of the Company as of
the end of the Closing Date. For purposes of this Section 4.2, in the case of
any Taxes that are imposed on a periodic basis and are payable for a taxable
period that includes (but does not end on) the Closing Date, the portion of such
Tax which relates to the portion of such taxable period ending on the Closing
Date shall (A) in the case of Taxes that are not based on income or gross
receipts (e.g., property Taxes), be deemed to be the total amount of such Taxes
for the period in question multiplied by a fraction, the numerator of which is
the number of days in the taxable period ending on the Closing Date, and the
denominator of which is the total number of days in the entire taxable period in
question, and

                                       25
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

(B) in the case of Taxes that are based on income or gross receipts, be deemed
to be the Taxes that would be due if the relevant taxable period ended on the
Closing Date.

            (b)   Cooperation. Each Selling Member, on the one hand, and Buyer,
on the other hand, shall, with respect to any Tax Return which such party is
responsible for preparing and filing, make such Tax Return and related work
papers available for meaningful review, comment and reasonable modification by
the other party, if the Tax Return (i) is with respect to Taxes for which the
other party or one if its Affiliates may be liable, or (ii) claims Tax benefits
which the other party or one of its Affiliates is entitled to receive. Each
Selling Member and Buyer shall cooperate fully, and to the extent reasonably
requested by the other party, in connection with the filing of all Tax Returns
pursuant to this Agreement and any audit, litigation, or other proceeding
related to such Tax Returns. Such cooperation shall include the retention and
provision of records and information relevant to any such Tax filing, audit,
litigation or other matter and making employees available on a reasonable basis.
With respect to the retention of records, each Selling Member shall retain all
Tax Returns, schedules and work papers, and all records and other documents
relating thereto, until the expiration of the applicable statute of limitations
(including any extension thereof).

            (c)   Tax Controversies and Audits.

                  (i)   In the event any Tax authority informs any Selling
Member, on the one hand, or Buyer, on the other hand, of any notice of proposed
audit, claim, assessment or other dispute concerning an amount of Taxes with
respect to which the other party may incur liability hereunder, the party so
informed shall promptly notify the other party of such matter. Such notice shall
contain factual information (to the extent known) describing any asserted Tax
liability in reasonable detail and shall be accompanied by copies of any notice
or other documents received from any Tax authority with respect to such matter.

                  (ii)  Each Selling Member (or the member designated the tax
matters member) shall control all audits and contests relating to any Taxes
attributable to the Company, its subsidiaries or the Business for all Tax
periods ending on or prior to the Closing Date. Buyer shall control all audits
and contests relating to any Taxes attributable to the Company, its subsidiaries
or the Business that arise following the Closing Date, including Taxes related
to the Post-Closing Short Year. Subject to the foregoing, in the event an
adverse determination could result in a party having liability for Taxes, such
party shall be entitled to participate in that portion of the proceedings
relating to the Taxes with respect to which it or he may incur liability
hereunder, including, (A) participation in conferences, meetings or proceedings
with any taxing authority, (B) participation in appearances before any
Governmental Entity, and (iii) with respect to the matters described in the
preceding clauses (i) and (ii), participation in the submission and
determination of the content of the documentation, protests, memoranda of fact
and law, briefs, and the conduct of oral arguments and presentations.

                  (iii) Without the prior written consent of Buyer, no Selling
Member may settle or agree to any settlement of any Tax liability relating to a
Tax period ending on or prior to the Closing Date if such settlement or
agreement would have a material adverse impact on Buyer's Tax liability for any
Tax period ending after Closing Date. Without the prior written consent of the
Selling Member impacted, Buyer may not settle or agree to any settlement of any

                                       26
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

Tax liability relating to a Tax period ending after the Closing Date if such
settlement or agreement would have a material adverse impact on a Selling
Member's Tax liability for any Tax period ending on or prior to the Closing
Date.

            (d)   Tax Sharing Agreements. Any Tax sharing agreement between any
Selling Member or any of such Selling Member's Affiliates, on the one hand, and
the Company or any of its Affiliates, on the other hand, shall terminate as of
the Closing Date and will have no further effect for any taxable year (whether
the current year, a future year, or a past year).

            (e)   Transfer Taxes. All stamp, documentary, recording, transfer
and sales and use Taxes incurred in connection with this Agreement and the
transactions contemplated hereby shall be borne by Buyer. Each Selling Member
shall file, to the extent required by applicable law, all necessary Tax Returns
and other documentation with respect to all such transfer or sales and use
Taxes. The expense of such filing shall be borne solely by Buyer.

      4.3   INSURANCE. The Selling Members shall cause the Company and its
subsidiaries to maintain, through and including the Closing Date, the insurance
policies identified in Section 2.25 of the Company Disclosure Schedule.

      4.4   CERTAIN AGREEMENTS AND ARRANGEMENTS.

            (a)   Employment Agreements. The Selling Members shall use all their
commercially reasonable efforts to cause each of N. Stillwell, P. Stillwell, J.
Stillwell, Allison and Martin to enter into the Employment Agreements with the
Company.

            (b)   Sublease. The Selling Members shall cause 16 Downing, LLC to
enter into the Amended and Restated Lease Agreement with the Company.

            (c)   Other Agreements and Arrangements. The Selling Members shall
cause (i) each of Ryan Martin and Tate Smith to terminate, and release the
Company from any liability with respect to, the bonus and severance arrangements
between the Company and each of them, (ii) Martin to terminate, and release the
Company from any liability with respect to, that certain consulting Agency
Services Agreement, effective January 1, 2004 (the "MARTIN CONSULTING
AGREEMENT"), between the Company and Martin, and (iii) W.C. Bradley to
terminate, and release the Company from any liability with respect to, that
certain membership services Agreement, effective July 1, 1997, between the
Company and W.C. Bradley (the "MEMBERSHIP SERVICES AGREEMENT").

      4.5   NOTICE OF CHANGES. Until the Closing (or the earlier termination of
this Agreement), (a) each Selling Member shall promptly advise Buyer in writing
with respect to any matter arising after execution of this Agreement of which
such Selling Member obtains knowledge and which, if existing or occurring at the
date of this Agreement, would have been required to be disclosed in the Company
Disclosure Schedule or would cause a breach of any of the representations,
warranties or covenants of any Selling Member under this Agreement or any other
Transaction Document, and (b) Buyer shall promptly advise the Selling Members in
writing with respect to any matter arising after execution of this Agreement of
which Buyer obtains knowledge and which, if existing or occurring at the date of
this Agreement, would have been required to be disclosed in connection with
Article 3 hereof or would cause a breach of any

                                       27
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

of the representations, warranties or covenants of Buyer under this Agreement or
any other Transaction Document.

      4.6   PUBLICITY. Upon execution of this Agreement, the Selling Members and
Buyer may jointly issue a press release, as mutually agreed upon by the Selling
Members and Buyer. The Selling Members and Buyer intend that all future
statements or communications to the public or press regarding this Agreement or
the transactions contemplated by this Agreement must be mutually agreed upon by
the Selling Members and Buyer and none of the Selling Members or Buyer, or any
of their respective subsidiaries or Affiliates may, without such mutual
agreement, issue any statement or communication to the public or to the press
regarding this Agreement, or any of the terms, conditions, or other matters with
respect to this Agreement, except as required by any applicable law, rule,
regulation or requirement and then only following at least one (1) day's notice
to other party (which notice shall include a copy of the proposed statement or
communication to be issued to the press or public). The foregoing will not
restrict any party's communications with its employees or customers in the
ordinary course of business.

                                    ARTICLE 5
                              CONDITIONS TO CLOSING

      5.1   CONDITIONS TO OBLIGATIONS OF EACH PARTY. The obligations of each
Selling Member, on the one hand, and Buyer, on the other hand, to complete the
transactions contemplated hereby are subject to the fulfillment, on or before
the Closing Date, of the conditions set forth in this Section 5.1, any one or
more of which may be waived in writing by the party entitled to the benefit of
such condition.

            (a)   No Action or Proceeding. No preliminary or permanent
injunction or other order issued by any Governmental Entity that declares this
Agreement invalid in any respect or prevents or would be violated by the
completion of the transactions contemplated hereby, or which would have a
Material Adverse Effect, is in effect. No action or proceeding has been
instituted or threatened by any Governmental Entity, other person, or entity
which seeks to prevent or delay the completion of the transactions contemplated
by this Agreement or which challenges the validity or enforceability of this
Agreement, the result of which could constitute a Material Adverse Effect.

            (b)   Governmental Consents, Approvals and Filings. All consents,
authorizations and approvals from, and all declarations, filings and
registrations with, any Governmental Entity that are listed on Section 2.4 to
the Company Disclosure Schedule have been obtained or made.

      5.2   CONDITIONS TO OBLIGATIONS OF BUYER. The obligations of Buyer to
complete the transactions contemplated hereby are subject to the fulfillment, on
or before the Closing Date, of the conditions set forth in this Section 5.2, any
one or more of which may be waived by Buyer in writing in its discretion.

            (a)   Representations and Warranties; Covenants. The representations
and warranties of each Selling Member contained in this Agreement and each other
Transaction Document are true and correct in all respects on and as of the
Closing Date, and each Selling

                                       28
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

Member shall have performed in all respects the obligations required to be
performed by it, him or her under this Agreement and each other Transaction
Document on or before the Closing Date.

            (b)   Intentionally omitted.

            (c)   Compliance Certificate. Each Selling Member shall have
delivered to Buyer a compliance certificate, dated as of the Closing Date,
certifying to the satisfaction of the conditions specified in Sections 5.2(a)
and (b).

            (d)   Employment Agreements. The Selling Members shall have
delivered to Buyer duly executed Employment Agreements from each of N.
Stillwell, P. Stillwell, J. Stillwell, Allison, Martin, Ryan Martin and Tate
Smith.

            (e)   Amended and Restated Lease Agreement. The Selling Members
shall have delivered to Buyer a duly executed Amended and Restated Lease
Agreement between 16 Downing, LLC and the Company.

            (f)   Rates and Services Schedule. W.C. Bradley shall extend, for a
period ending no earlier than December 25, 2004, the rates and services schedule
as set forth on Schedule 5.2(f) applicable for the call center and fulfillment
services provided to the Company on terms no less favorable than those in effect
for the current fiscal year of the Company.

            (g)   Income and Balance Sheet. Each of the Selling Members shall
have delivered to Buyer a certificate, dated as of the Closing Date, certifying
that, based on all available information through the Closing Date, there is no
reason to believe that the Company will not achieve the July 2004 income and
balance sheet targets set forth on Schedule 5.2(g) attached hereto, including,
without limitation, meeting or bettering: (i) sales, (ii) earnings before
interest and taxes, and (iii) operating bank debt, all as adjusted to reflect
the reserves set forth in Section 2.16(p) of the Company Disclosure Schedule.

            (h)   Subordination Agreement. W.C. Bradley shall have delivered to
Buyer a duly executed Subordination Agreement.

            (i)   Non-Foreign Affidavits. The Selling Members shall have
delivered to Buyer duly executed Non-Foreign Affidavits from each Selling
Member.

            (j)   Termination of Certain Agreements and Arrangements. The
Selling Members shall have delivered to Buyer duly executed termination and
releases of: (i) Ryan Martin and Tate Smith with respect to the severance
arrangements between the Company and each of them, (ii) Martin with respect to
the Martin Consulting Agreement, and (iii) W.C. Bradley with respect to the
Membership Services Agreement.

            (k)   Opinion of Counsel. The Selling Members shall have delivered
to Buyer a legal opinion, dated as of the Closing Date, from Page, Scrantom,
Sprouse, Tucker & Ford, P.C., counsel to the Selling Members, in substantially
the form attached hereto as Exhibit I.

                                       29
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (l)   Third Party Consents and Approvals. The Selling Members shall
have delivered to Buyer all third party consents, waivers, authorizations and
approvals required as set forth in Section 2.3 to the Company Disclosure
Schedule, in form and substance satisfactory to Buyer.

      5.3   CONDITIONS TO OBLIGATIONS OF SELLING MEMBERS. The obligations of the
Selling Members to complete the transactions contemplated hereby are subject to
the fulfillment, on or before the Closing Date, of the conditions set forth in
this Section 5.3, any one or more of which may be waived by the Selling Members
in writing in their discretion.

            (a)   Representations and Warranties; Covenants. The representations
and warranties of Buyer contained in this Agreement shall be true and correct in
all respects on and as of the Closing Date, and Buyer shall have performed in
all respects all obligations required to be performed by it under this Agreement
and each other Transaction Document on or before the Closing Date.

            (b)   Compliance Certificate. Buyer shall have delivered to the
Selling Members a compliance certificate, executed by its President, dated as of
the Closing Date, certifying to the satisfaction of the conditions specified in
Section 5.3(a).

            (c)   Opinion of Counsel. Buyer shall have delivered to the Selling
Members a legal opinion, dated as of the Closing Date, from Gibson, Dunn &
Crutcher LLP, counsel to Buyer, in substantially the form attached hereto as
Exhibit J.

            (d)   Sublease Guaranty. Buyer shall have delivered to the Selling
Members a duly executed Sublease Guaranty from Ashworth to 16 Downing, LLC.

            (e)   Note Guaranty. Ashworth shall have delivered to W.C. Bradley
its guarantee of the Bradley Note.

            (f)   Subordination Agreement. Buyer shall have delivered to W.C.
Bradley a duly executed Subordination Agreement.

            (g)   Release of W.C. Bradley Co. Guarantee. Columbus Bank and Trust
Company, as trustee, shall deliver a duly executed release of W.C. Bradley Co.
from its guaranty in connection with the Company's outstanding line of credit.

                                    ARTICLE 6
                         CERTAIN POST-CLOSING COVENANTS

      6.1   CONFIDENTIAL INFORMATION. From and after the Closing Date, each
Selling Member shall hold in confidence, and shall cause its, his or her
respective Affiliates, stockholders, members, directors, officers, employees and
agents to hold in confidence, all Confidential Information. Other than solely in
connection with any Employment Agreement, none of the Selling Members will
disclose or make use of, and each shall cause its, his or her respective
Affiliates, stockholders, members, directors, officers, employees and agents not
to disclose or make use of, Confidential Information without the prior written
consent of Buyer.

                                       30
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

      6.2   SOLICITATION AND HIRING OF EMPLOYEES. For a period beginning with
the Closing Date and continuing through January 29, 2009, none of the Selling
Members will, either directly or indirectly as a stockholder, investor, member,
partner, director, officer, employee or otherwise, (a) solicit or attempt to
induce any employee to terminate employment with the Company, any of
subsidiaries, Buyer or any of their respective Affiliates, or (b) hire or
attempt to hire (whether in an employment, consulting or other capacity) any
employee of the Company, any of its subsidiaries, Buyer or any of their
respective Affiliates, other than through the general solicitations of potential
employees.

      6.3   NONCOMPETITION, REFERRAL OF CUSTOMERS.

            (a)   Noncompete. For a period beginning with the Closing Date and
continuing through January 29, 2009, unless earlier terminated as provided
herein, each of the Selling Members, with the exception of Young An Hat, agrees
to neither, directly or indirectly, as a stockholder, investor, partner,
director, officer, employee, consultant or otherwise, (i) design, develop,
manufacture, market, sell, perform or offer anywhere in the world any material,
product, component or service which is competitive with any material, product,
component or service designed, developed (or under development), manufactured,
marketed, sold or offered by the Company or any of its subsidiaries on or prior
to the Closing Date or (ii) engage anywhere in the world in any business
competitive with the Business, as conducted on the date of this Agreement or
during the two (2) years prior to the Closing Date. Notwithstanding the
foregoing, if an individual Selling Member's employment with the Company is
terminated for cause or disability and Randall Herrel, Sr. is either Chairman or
Chief Executive Officer of Ashworth at the time of such termination for cause or
disability, the period of this noncompete applicable to such terminated
individual shall be three (3) years from the Closing Date or one (1) year from
the date of such termination, whichever is greater; provided, however, that if
Randall Herrel, Sr. is neither Chairman nor Chief Executive Officer of Ashworth
at the time of such termination for cause or disability or there is a Change of
Control of Ashworth, the period of the noncompete will be one (1) year from the
Closing Date or one (1) year from the date of such termination for cause or
disability, whichever is greater. The covenants of the Selling Members under
this Section 6.3 terminate as of the end of the day on January 29, 2009.

            Notwithstanding anything to the contrary in this Section 6.3(a), if
four of the five individual Selling Members to be employed by the Company are
terminated for cause or disability within two (2) years of the Closing Date, the
period of the noncompete will be four (4) years from the Closing Date, provided,
that Randall Herrel, Sr. is either Chairman or Chief Executive Officer of
Ashworth at the time of such termination and there has been no Change of Control
of Ashworth.

            If an individual Selling Member's employment with the Company is
terminated by the Company without cause (to include a constructive discharge),
the noncompete period applicable to such individual will terminate as of the
date of such termination without cause.

            As used in this Section 6.3, "cause," "disability" and "constructive
discharge" shall have the meanings given to them in the Selling Member's
employment agreement.

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            With respect to W.C. Bradley's and Martin's respective ownership
interests in License Partners International, LLC, a Delaware limited liability
company, this Section 6.3(a) shall not prohibit W.C. Bradley and Martin from
continued ownership of such interests. In addition, this Section 6.3(a) shall
not preclude W.C. Bradley from operating its existing businesses at the time of
the Closing as conducted as of the Closing Date and producing and selling brand
extensions related thereto.

            (b)   Young An Hat. Without the prior written consent of Buyer, each
of the Selling Members agrees that he or it, either as an owner, employee,
consultant, director, advisor, contractor or in any other capacity (whether paid
or unpaid), shall not directly or indirectly be engaged or interested in, or
enter into any equity, joint venture or other business transaction or
relationship with, Young An Hat or its current controlling person for the period
from the Closing Date through January 29, 2009. Buyer agrees not to unreasonably
withhold its consent pursuant to this Section 6.3(b) to the extent the request
of a Selling Member hereunder does not involve a relationship or business
transaction which directly or indirectly competes with the Company or its
Affiliates or subsidiaries, as determined in Buyer's sole discretion.

            (c)   Referral. Each Selling Member, with the exception of Young An
Hat, shall, and each shall cause its, his or her respective Affiliates,
stockholders, directors, officers, employees and agents to, refer all inquiries
regarding the Business to the Company, its subsidiaries and Buyer and none of
the Selling Members (nor any of their respective Affiliates), with the exception
of Young An Hat, will independently pursue any such inquiries. Each Selling
Member, with the exception of Young An Hat, shall notify its, his or her
respective Affiliates in writing promptly after the Closing Date that the
Business has been sold to Buyer, and such notice will inform such Affiliates of
their obligations under this Section 6.3(c). Such notice must be in such form
and substance satisfactory to Buyer.

      6.4   REASONABLENESS OF COVENANTS. Each Selling Member acknowledges and
affirms that the duration and geographic scope of the nonsolicit provisions set
forth in Section 6.2 and the noncompetition provisions set forth in Section 6.3
are reasonable in all respects. Each Selling Member recognizes and acknowledges
that Buyer is paying significant consideration to acquire the Membership
Interests and the Business and that Buyer would not be doing so but for the
covenant not to solicit employees and the covenant not to compete contained
herein. Each Selling Member further recognizes and acknowledges that each of
them is deriving significant consideration and other tangible benefits from
Buyer's execution and delivery of this Agreement and that such covenants are
necessary to protect and maintain the business interests of the Company, its
subsidiaries and Buyer. In the event that any court determines that the duration
or the geographic scope, or both, are unreasonable and that any provision under
either Section 6.2 or 6.3 is to that extent unenforceable, the provision shall
remain in full force and effect for the greatest time period, to the greatest
extent and in the greatest area that would not render it unenforceable. The
parties hereto intend that the nonsolicit provisions set forth in Section 6.2
and the noncompetition provisions set forth in Section 6.3 will be deemed to be
a series of separate covenants, one for each and every county of each and every
state or province of each and every country.

      6.5   SHARING OF DATA. Following the Closing Date, Buyer shall have the
right to have reasonable access, at Buyer's expense, to (a) those books, records
and accounts, including

                                       32
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

financial and Tax information, correspondence, production records, employment
records and other records of the Company that are retained by any Selling Member
and (b) the work papers of the Company's accountants, in each case to the extent
that any of the foregoing is needed by Buyer for the purposes of conducting a
complete audit of the financial records of the Company or any of its
subsidiaries, conducting the Business or complying with its obligations under
applicable securities, Tax, environmental, employment or other laws and
regulations. None of the Selling Members shall destroy any books, records or
accounts retained by it, him or her relating to the Business without first
providing Buyer with the opportunity to obtain or copy such books, records or
accounts, except as such consists of personal tax returns.

      6.6   COOPERATION IN LITIGATION. From and after the Closing Date, each
party shall fully cooperate with the other in the defense or prosecution of any
litigation or proceeding already instituted or which may be instituted hereafter
against or by such other party relating to or arising out of the conduct of the
Business prior to or after the Closing Date (other than litigation among the
parties hereto or their respective Affiliates arising out of the transactions
contemplated by this Agreement or the other Transaction Documents). The party
requesting such cooperation shall pay the reasonable out-of-pocket expenses
incurred in providing such cooperation (including legal fees and disbursements)
by the party providing such cooperation and by its directors, officers,
employees and agents, but shall not be responsible for reimbursing such party or
its directors, officers, employees and agents for their time spent in such
cooperation.

      6.7   SALES AND TRANSFER TAXES. Notwithstanding any provision of law
imposing the burden of transfer Taxes on any Selling Member or Buyer, as the
case may be, Buyer shall bear all sales and transfer Taxes. Each Selling Member
and Buyer shall cooperate in good faith with each other and use their
commercially reasonable efforts to minimize any sales or transfer Taxes.

      6.8   THE EDGE, LLC. As soon as practicable after the Closing Date, the
Selling Members shall use their best efforts to cooperate fully with and
otherwise assist Buyer and the Company in liquidating Kudzu, LLC's ownership
interest in The Edge, LLC and otherwise terminating any obligations of the
Company or any of its subsidiaries that are any way related to The Edge, LLC
without any past, present or future liability to Buyer, the Company or any of
its subsidiaries, and the Selling Members shall be responsible for any and all
costs associated with liquidating such interests.

                                    ARTICLE 7
                                 INDEMNIFICATION

      7.1   INDEMNIFICATION BY SELLING MEMBERS. Subject to the limits set forth
in this Article 7, the Selling Members, and their respective successors and
assigns, shall individually and separately and not jointly and severally
indemnify, defend, reimburse and hold harmless the Buyer Indemnitees, from and
against any and all asserted good faith claims, losses, damages, diminution in
value, liabilities, obligations, assessments, penalties and interest, demands,
actions and expenses (including, without limitation, settlement costs and any
legal, accounting and other expenses for investigating or defending any actions)
(collectively, "LOSSES") incurred by any Buyer Indemnitee, arising out of
either:

                                       33
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (a)   the breach of any representation or warranty made by any
Selling Member contained in this Agreement or any other Transaction Document;

            (b)   the breach of any covenant, agreement or obligation of any
Selling Member contained in this Agreement or any other Transaction Document; or

            (c)   the payment of any and all Taxes (including any penalties or
interest) that are imposed on the Company, any of its subsidiaries or Buyer in
respect of any income, property, business or operations for any taxable period
ending on or prior to the date hereof and for any Pre-Closing Short Year
(whether or not such Tax obligation is disclosed in the Company Disclosure
Schedule).

      7.2   INDEMNIFICATION PROCEDURE.

            (a)   Notice of Claim. Whenever any good faith claim for a Loss is
asserted (a "CLAIM") for indemnification under this Article 7, the Indemnitee
shall promptly give written notice to the Indemnitor and each other party
hereunder with respect to the Claim, which notice shall include reliable
information of the facts constituting the basis for the Claim, including but not
limited to, if feasible, a good faith estimate of the amount of said Claim.
Notwithstanding the foregoing, the failure to timely give such notice shall not
relieve the Indemnitor from any obligation under this Agreement, except to the
extent, if any, that the Indemnitor is materially prejudiced thereby. In the
event of any Claim resulting from or in connection with any claim or legal
proceedings by a third party, the notice to the Indemnitor shall specify, if
known, the amount or an estimate of the amount of liability arising therefrom.
The Indemnitee shall not settle or compromise any claim by any third party for
which it is entitled to indemnification hereunder, without the prior written
consent of the Indemnitor (which consent will not be unreasonably withheld,
conditioned or delayed) unless suit shall have been instituted against it and
the Indemnitor shall not have taken control of such suit after notification
thereof as provided in Section 7.2(c) hereof.

            (b)   Obligations of Indemnitor. Upon receipt of written notice from
the Indemnitee of a Claim, the Indemnitor shall provide counsel (such counsel
subject to the reasonable approval of the Indemnitee) to defend the Indemnitee
against the matter from which the Claim arose, at the Indemnitor's sole cost,
risk and expense. The Indemnitee shall cooperate in all reasonable respects with
the Indemnitor in the investigation, trial, defense and any appeal arising from
the matter from which the Claim arose. The Indemnitee shall be entitled to
participate in (but not control) the defense of any such action, with counsel at
its own expense. The Indemnitor shall have the right to elect to settle any
claim for monetary damages without the Indemnitee's consent only if the
settlement includes a complete release of the Indemnitee. If the settlement does
not include such a release, it will be subject to the consent of the Indemnitee,
which will not be unreasonably withheld; provided, however, if the Indemnitee
fails to give such consent within twenty (20) days of being requested to do so,
the Indemnitee shall, at its expense, assume the defense of such Claim and
regardless of the outcome of such matter, the Indemnitor's liability hereunder
shall be limited to the amount of the proposed settlement. The Indemnitor may
not admit any liability of the Indemnitee or waive any of the Indemnitee's
rights without the Indemnitee's prior written consent, which will not be
unreasonably withheld. If the subject of any Claim results in a judgment or
settlement, the Indemnitor shall promptly pay such judgment or settlement.

                                       34
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (c)   Assumption of Defense. If the Indemnitor (i) fails to assume
the defense of the subject of any Claim in accordance with the terms of Section
7.2(b), (ii) fails diligently to prosecute such defense, or (iii) has, in the
Indemnitee's reasonable good faith judgment, a conflict of interest, the
Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole
cost, risk and expense, in such manner and on such terms as the Indemnitee deems
appropriate, including, without limitation, settling the subject of the Claim;
provided, however, that any compromise or settlement shall be subject to the
Indemnitor's consent, which consent will not be unreasonably withheld,
conditioned or delayed. If the Indemnitee defends the subject of a Claim in
accordance with this Section 7.2(c), the Indemnitor shall cooperate with the
Indemnitee and its counsel in all reasonable respects and shall deliver to the
Indemnitee or its counsel copies of all pleadings and other information within
the Indemnitor's knowledge or possession reasonably requested by the Indemnitee
or its counsel that are relevant to the defense of the subject of any such Claim
and that will not prejudice the Indemnitor's position, claims or defenses. The
Indemnitee shall maintain confidentiality with respect to all such information
consistent with the conduct of a defense hereunder.

      7.3   PAYMENT. All payments owing under any Claim will be made promptly as
indemnifiable Losses are incurred. If the Indemnitee defends the subject matter
of any Claim in accordance with Section 7.2(c), the expenses (including actual
attorneys' fees and costs) incurred by the Indemnitee shall be paid by the
Indemnitor in advance of the final disposition of such matter as incurred by the
Indemnitee; provided that the Indemnitee undertakes in writing to repay any such
advances with interest at the prime rate of interest charged by Columbus Bank
and Trust Company, Columbus, Georgia, in the event that it is ultimately
determined that the Indemnitee is not entitled to indemnification under the
terms of this Agreement or applicable law.

      7.4   LIMITATIONS.

            (a)   Threshold. Notwithstanding any provision of this Agreement to
the contrary, no Indemnitor shall have any obligation to indemnify any Buyer
Indemnitee pursuant to Section 7.1(a) (other than any obligation to indemnify
arising from any breach by a Selling Member of any representation or warranty
set forth in Section 2.2 or Section 2.5 which breaches shall not be subject to
the limits in this Section 7.4(a) or Section 7.4(b), except that the Threshold
and the Aggregate Threshold shall apply and each Selling Member's liability
shall be limited to the amount of the Purchase Price proceeds received by such
breaching Selling Member) unless the Buyer Indemnitees have suffered Losses (i)
in an individual amount attributable for a Claim in excess of $**** (the
"THRESHOLD") or (ii) in the aggregate amount for all Claims pursuant to Section
7.1(a) in excess of $**** (the "AGGREGATE THRESHOLD"). Once the aggregate amount
of Losses arising out of Section 7.1(a) exceeds the Threshold or the Aggregate
Threshold, as the case may be, the Buyer Indemnitees shall be entitled to
recover the full amount of all Losses, including, without limitation, the
Threshold or the Aggregate Threshold, up to a maximum of $**** for Claims made
on or prior to October 31, 2005, provided that, after October 31, 2005, the
maximum amount of Losses arising out of Section 7.1(a) that may be recoverable
by Buyer shall be the sum of (x) $**** for Claims made after October 31, 2005
that are unrelated to Claims pending on October 31, 2005 plus (y) the amount of
Unresolved Claims made prior to October 31, 2005 up to a maximum of $****.

                                       35
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (b)   Limit. The maximum aggregate liability of the Selling Members
to the Buyer Indemnitees for all Claims relating to the transactions
contemplated in this Agreement, to include, but not limited to, those arising
under Section 7.1(a) of this Agreement will be $**** and shall first be drawn
from the Holdback Account. The total aggregate Indemnitor's liability for Claims
related to the transactions contemplated herein, after exhaustion of the
Holdback Amount, shall be $****. No individual Selling Member's liability shall
exceed an amount determined by multiplying $**** times a percentage equal to
such Selling Member's percentage membership interest in the Company immediately
prior to the Closing Date for Claims made on or prior to October 31, 2005 (the
"PROPORTIONATE LIABILITY"). For the sake of clarity, however, the maximum
aggregate liability of the Selling Members after October 31, 2005 shall not
exceed $**** plus the amount of Unresolved Claims made on or prior to October
31, 2005; provided that in no event shall such amount exceed $****.

            (c)   Limit for Insurance Proceeds. No Indemnitee shall be entitled
to indemnification under this Article 7 for Losses covered by insurance proceeds
from insurance owned and paid for by any Selling Member, to the extent that the
Indemnitee actually receives such insurance proceeds to cover such Losses.

            (d)   Prior Disclosure. No Loss or Claim shall occur or exist with
respect to (i) facts or circumstances that were disclosed to the Buyer in the
Company Disclosure Schedule, or (ii) claims that were reserved for by the
Company either specifically or generally.

            (e)   The Edge, LLC. Notwithstanding anything to the contrary
herein, the Selling Members shall be liable for, and indemnify and hold Buyer
harmless from, all Losses or any other payments incurred by Buyer or the Company
arising out of, in connection with or in any way related to Kudzu LLC's
ownership interest in The Edge, LLC, as such interest is identified in Section
2.6 of the Company's Disclosure Schedule and otherwise in terminating any
obligations of the Company or any of its subsidiaries that are any way related
to The Edge, LLC. The liability of the Selling Members under this Section 7.4(e)
shall not be subject to the Threshold nor shall it be subject to, or considered
in calculating, the $**** maximum aggregate liability limitation as set forth in
Section 7.4(b).

      7.5   SURVIVAL. All representations, warranties, covenants and obligations
set forth in this Agreement or any other Transaction Document will survive the
Closing and the completion of the transactions contemplated hereby or thereby.
All such representations and warranties will expire on October 31, 2005, except
that the representations and warranties under Sections ** and ** shall survive
indefinitely and the representations and warranties under Sections ** and **
shall survive until expiration of any applicable statute of limitations. No
party will be liable to another under any representation or warranty after the
applicable expiration of such warranty or representation; provided, however,
that if a Claim is properly made under this Article 7 with respect to any
representation or warranty prior to the applicable expiration date, such Claim
may be pursued to resolution notwithstanding expiration of the representation or
warranty under which the Claim was brought. No party will be liable to another
under any covenant or obligation after the applicable expiration of such
covenant or obligation, if any.

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                                    ARTICLE 8
                              INTENTIONALLY OMITTED

                                    ARTICLE 9
                                  MISCELLANEOUS

      9.1   DEFINITIONS.

            (a)   "ACTION" means any action, suit, counterclaim, cross-claim,
appeal, arbitration or mediation for any relief against a party hereunder or any
of its, his o her Affiliates, successors or assigns, declaratory or otherwise,
to enforce the terms of this Agreement or to declare rights under this
Agreement.

            (b)   "AFFILIATE" has the meaning ascribed to it in Rule 405 under
the Securities Act.

            (c)   "AGGREGATE THRESHOLD" has the meaning ascribed to it in
Section 7.4(a) hereof.

            (d)   "AGREEMENT" has the meaning ascribed to it in the preamble to
this Agreement.

            (e)   "ALLISON" has the meaning ascribed to it in the preamble to
this Agreement.

            (f)   "AMENDED AND RESTATED LEASE AGREEMENT" has the meaning
ascribed to it in Section 1.7(b)(iv) of this Agreement.

            (g)   "ASHWORTH" means Ashworth, Inc, a Delaware corporation.

            (h)   "BASE PURCHASE PRICE" has the meaning ascribed to it in
Section 1.2 hereof.

            (i)   "BRADLEY NOTE" has the meaning ascribed to it in Section 1.2
hereof.

            (j)   "BRADLEY RETAILING" has the meaning ascribed to it in the
preamble to this Agreement.

            (k)   "BUSINESS" means the headwear and apparel manufacturing and
sales business and all other lines of business conducted by, or proposed to be
conducted by, the Company and its subsidiaries , including, without limitation,
the business related to the "Kudzu" and "The Game" brands.

            (l)   "BUYER" has the meaning ascribed to it in the preamble to this
Agreement.

            (m)   "BUYER INDEMNITEES" means Buyer and its respective Affiliates,
and the directors, officers, employees, representatives and agents of any of
them.

            (n)   "CHANGE OF CONTROL" means:

                                       37
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                  (i)   Except as provided by subparagraph (iii) below, the
      acquisition (other than from Ashworth) by any person, entity or "group",
      within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this
      purpose, Ashworth or its subsidiaries, or any executive benefit plan of
      Ashworth or its subsidiaries which acquires beneficial ownership of voting
      securities of Ashworth), of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or
      more of either the then outstanding shares of common stock or the combined
      voting power of Ashworth's then outstanding voting securities entitled to
      vote generally in the election of directors; or

                  (ii)  Individuals who, as of the date hereof, constitute the
      Board of Directors of Ashworth (as of the date hereof the "Incumbent
      Board") cease for any reason to constitute at least a majority of the
      Board of Directors of Ashworth, provided that any person becoming a
      director subsequent to the date of this Agreement whose election, or
      nomination for election by Ashworth's stockholders, is or was approved by
      a vote of at least a majority of the directors then comprising the
      Incumbent Board (other than an election or nomination of an individual
      whose initial assumption of office is in connection with an actual or
      threatened election contest relating to the election of the Directors of
      the Company, as such terms are used in Rule 14a-11 of Regulation 14A
      promulgated under the Exchange Act) shall be, for purposes of this
      Agreement, considered as though such person were a member of the Incumbent
      Board; or

                  (iii) Approval by the stockholders of Ashworth of a
      reorganization, merger or consolidation with any other person, entity or
      corporation, other than

                        (1)   a merger or consolidation which would result in
            the voting securities of Ashworth outstanding immediately prior
            thereto continuing to represent (either by remaining outstanding or
            by being converted into voting securities of another entity) more
            than fifty percent (50%) of the combined voting power of the voting
            securities of Ashworth or such other entity outstanding immediately
            after such merger or consolidation, or

                        (2)   a merger or consolidation effected to implement a
            recapitalization of Ashworth (or similar transaction) in which no
            person acquires forty percent (40%) or more of the combined voting
            power of Ashworth's then outstanding voting securities; or

                  (iv)  Approval by the stockholders of Ashworth of a plan of
      complete liquidation of Ashworth or an agreement for the sale or other
      disposition by Ashworth of all or substantially all of Ashworth's assets.

            (o)   "CLAIM" has the meaning ascribed to it in Section 7.2(a)
hereof.

            (p)   "CLOSING" means the closing of the sale by the Selling
Members, and the purchase by Buyer, of all the Membership Interests.

            (q)   "CLOSING DATE" has the meaning ascribed to it in Section
1.7(a) hereof.

                                       38
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (r)   "CODE" means the Internal Revenue Code of 1986, as amended.

            (s)   "COMPANY" has the meaning ascribed to it in Recital A hereof.

            (t)   "COMPANY DISCLOSURE SCHEDULE" means the disclosure schedule
attached hereto as Schedule 2.

            (u)   "COMPANY IP ASSETS" has the meaning ascribed to it in Section
2.8(a) hereof.

            (v)   "CONFIDENTIAL INFORMATION" means any information not in the
public domain, in any form, whether acquired prior to or after the Closing Date,
received from the Company, its subsidiaries or any of their advisors relating to
the Business, including, without limitation, information regarding vendors,
suppliers, trade secrets, training programs, technical information, contracts,
systems, procedures, know-how, trade names, improvements, price lists, financial
or other data, business plans, computer programs, software systems, internal
reports, personnel files or any other compilation of information, written or
unwritten, which is or was used in the Business.

            (w)   "CONTRACTS" has the meaning ascribed to it in Section 2.9(a)
hereof.

            (x)   "DECISION" means any judgment, order, ruling, or award granted
with respect to an Action.

            (y)   "EBIT CARRYOVER" has the meaning ascribed to it in Section
1.3(b)(i) hereof.

            (z)   "EBIT CATCH-UP" has the meaning ascribed to it in Section
1.3(b)(ii) hereof.

            (aa)  "EBIT FACTOR," with respect to any Contingency Period, has the
meaning ascribed to it in the Contingency Payment Table.

            (bb)  "EMPLOYEE AGREEMENTS" has the meaning ascribed to it in
Section 2.23(b) hereof.

            (cc)  "EMPLOYEE BENEFIT PLANS" has the meaning ascribed to it in
Section 2.23(d) hereof.

            (dd)  "EMPLOYEES" has the meaning ascribed to it in Section 2.23(a)
hereof.

            (ee)  "EMPLOYMENT AGREEMENTS" has the meaning ascribed to it in
Section 1.7(b)(iii) hereof.

            (ff)  "ENCUMBRANCE" means any mortgage, pledge, claim, lien,
security interest, option, warrant, purchase right, easement, activity and use
restriction or limitation, right-of-way, deed restriction, defect or
imperfection of title, encumbrance or charge of any kind whatsoever, fixed or
contingent.

                                       39
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (gg)  "ENVIRONMENTAL LAWS" means all applicable laws, regulations
and other requirements of Governmental Entities or duties under common law
relating to toxic or hazardous substances, wastes, pollution or to the
protection of health, safety or the environment.

            (hh)  "ENVIRONMENTAL PERMITS" means all licenses, permits and other
authorizations or registrations required under all Environmental Laws.

            (ii)  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

            (jj)  "FINANCIAL STATEMENTS" has the meaning ascribed to it in
Section 2.15(a) hereof.

            (kk)  "FISCAL YEAR" means any full fiscal year of Buyer in which
Buyer, or another Affiliate of Buyer, owns and operates the Company and its
subsidiaries.

            (ll)  "G. STILLWELL" has the meaning ascribed to it in the preamble
to this Agreement.

            (mm)  "GOVERNMENTAL ENTITY" means any court, arbitrator, federal,
state or local government agency, regulatory body, or other governmental
authority.

            (nn)  "HAZARDOUS MATERIALS" means all substances defined as
Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and
Hazardous Substances Pollution Contingency Plan, 40 C.F.R. Section 300.5, or
defined as such by, or regulated as such under, any Environmental Law or any
other substances, materials, chemicals, wastes, petroleum products or
byproducts, noise or odors regulated under, or with respect to which liability
or standards of conduct are imposed by, any Environmental Laws.

            (oo)  "HOLDBACK ACCOUNT" has the meaning ascribed to it in Section
1.4(a) hereof.

            (pp)  "HOLDBACK AMOUNT" has the meaning ascribed to it in Section
1.4(a) hereof.

            (qq)  "HOLDBACK EXPIRY" has the meaning ascribed to it in Section
1.4(b) hereof.

            (rr)  "INDEMNITEE" means the entity or person entitled to
indemnification under Article 7 hereof.

            (ss)  "INDEMNITOR" means the party obligated to provide indemnity
under Article 7 hereof.

            (tt)  "INTELLECTUAL PROPERTY RIGHTS" means intellectual property
rights arising from or in respect of the following, whether protected, created
or arising under the laws of the United States or any other jurisdiction: (i)
fictional business names, trade names, service names, registered and
unregistered trademarks and service marks and logos (including any Internet

                                       40
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

domain names), and applications therefor; (ii) patents, patent rights and all
applications therefor, including any and all continuation, divisional,
continuation-in-part, or reissue patent applications or patents issuing thereon;
(iii) copyrights and all registrations and applications therefor; and (iv)
know-how, trade secrets, inventions, discoveries, concepts, ideas, methods,
processes, designs, formulae, technical data, drawings, specifications, data
bases and other proprietary and confidential information, including customer
lists, in each case to the extent not included in the foregoing clauses (i),
(ii) or (iii).

            (uu)  "IRS" means the U.S. Internal Revenue Service.

            (vv)  "J. STILLWELL" has the meaning ascribed to it in the preamble
to this Agreement.

            (ww)  "KNOWLEDGE" or "KNOWN" means, with respect to any individual,
the knowledge that such individual would reasonably possess after reasonable
inquiry and investigation, including, without limitation, inquiry of employees
responsible for any particular matter or, in the case of any entity, the
knowledge that the directors, manager or officers of such entity would
reasonably possess after investigation and reasonable inquiry.

            (xx)  "KEY EMPLOYEES" means, with respect to any entity, (i) all
officers, (ii) all members of senior management, and (iii) all salaried persons
earning a base salary of $100,000 per annum or more.

            (yy)  "LEASED REAL PROPERTY" has the meaning ascribed to it in
Section 2.21(b)(i) hereof.

            (zz)  "LEASEHOLD IMPROVEMENTS" has the meaning ascribed to it in
Section 2.21(b)(iii) hereof.

            (aaa) "LOSSES" has the meaning ascribed to it in Section 7.1 hereof.

            (bbb) "MARK" means any fictional business name, trade name, service
name, registered or unregistered trademark or service mark or logo (including
any Internet domain names), or applications therefor.

            (ccc) "MARTIN" has the meaning ascribed to it in the preamble to
this Agreement.

            (ddd) "MARTIN CONSULTING AGREEMENT" has the meaning ascribed to it
in Section 4.4(c) hereof.

            (eee) "MATERIAL ADVERSE EFFECT" means an effect that either
individually or in the aggregate is, or could reasonably be expected to be,
materially adverse to the financial condition, results of operations or
prospects of the Business.

            (fff) "MEMBERSHIP INTERESTS" has the meaning ascribed to it in
Recital A hereof.

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (ggg) "MEMBERSHIP INTERESTS ASSIGNMENTS" has the meaning ascribed to
it in Section 1.7(b)(ii) hereof.

            (hhh) "MEMBERSHIP SERVICES AGREEMENT" has the meaning ascribed to it
in Section 4.4(c) hereof.

            (iii) "N. STILLWELL" has the meaning ascribed to it in the preamble
to this Agreement.

            (jjj) "NON-FOREIGN AFFIDAVITS" has the meaning ascribed to it in
Section 1.7(b)(v) hereof.

            (kkk) "P. STILLWELL" has the meaning ascribed to it in the preamble
to this Agreement.

            (lll) "PERMIT" means any permit, license or other authorization of
any Governmental Entity.

            (mmm) "POST-CLOSING SHORT YEAR" has the meaning ascribed to it in
Section 4.2(a)(iii) hereof

      .     (nnn) "PRE-CLOSING SHORT YEAR" has the meaning ascribed to it in
Section 4.2(a)(iii) hereof.

            (ooo) "PURCHASE PRICE" means the Base Purchase Price, the Bradley
Note and any Contingent Payments, subject to any adjustments provided in this
Agreement.

            (ppp) "REAL PROPERTY LEASE" has the meaning ascribed to it in
Section 2.21(b)(i) hereof.

            (qqq) "SECURITIES ACT" means the Securities Act of 1933, as amended.

            (rrr) "SELLING MEMBERS" has the meaning ascribed to it in the
preamble to this Agreement.

            (sss) "SUBORDINATION AGREEMENT" has the meaning ascribed to it in
Section 1.7(b)(vi) of this Agreement.

            (ttt) "SUBLEASE GUARANTY" has the meaning ascribed to it in Section
1.7(c)(v) of this Agreement.

            (uuu) "TAX" means any federal, state, local or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental, customs duties, capital stock,
franchise, profits, withholding, social security (or similar), sales, use,
transfer, registration, value added, alternative or add-on minimum, estimated,
or other tax of any kind whatsoever, including any interest, penalty, or
addition thereto, whether disputed or not, imposed by any United States federal,
state, local or foreign taxing authority.

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            (vvv) "TAX RETURNS" means all returns, declarations, reports,
statements and other documents required to be filed in respect of any Taxes or
any claim for refunds of any Taxes, including, without limitation, any
amendments or supplements to any of the foregoing.

            (www) "THRESHOLD" has the meaning ascribed to it in Section 7.4(a)
hereof.

            (xxx) "TRANSACTION DOCUMENTS" means this Agreement, the Membership
Interests Assignments, the Employment Agreements, the Lease Amendment and the
other documents and certificates to be executed and delivered in connection with
the transactions contemplated by this Agreement.

            (yyy) "TREASURY REGULATIONS" means the federal income tax
regulations, including any temporary or proposed regulations, promulgated under
the Code.

            (zzz) "UNRESOLVED CLAIMS" has the meaning ascribed to it in Section
1.4(b) hereof.

            (aaaa) "WARN ACT" means the Worker Adjustment and Retraining
Notification Act, as amended.

            (bbbb) "WARRANTY OBLIGATIONS" has the meaning ascribed to it in
Section 2.26 hereof.

            (cccc) "W.C. BRADLEY" has the meaning ascribed to it in the preamble
to this Agreement.

            (dddd) "YOUNG AN HAT" has the meaning ascribed to it in the preamble
to this Agreement.

      9.2   NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given upon personal delivery
or one (1) business day after being sent via a nationally recognized overnight
courier service if overnight courier service is requested from such service or
upon receipt of electronic or other confirmation of transmission if sent via
facsimile, to the parties, their successors in interest or their assignees at
the following addresses and telephone numbers, or at such other addresses or
telephone numbers as the parties may designate by written notice in accordance
with this Section 9.2:

            If to Buyer:                   Ashworth Acquisition Corp.
                                           c/o Ashworth, Inc.
                                           2765 Loker Avenue West
                                           Carlsbad, California 92008
                                           Attn: President
                                           Telephone No.: (760) 929-6142
                                           Facsimile No.: (760) 929-4697

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

            With a copy to:                Gibson, Dunn & Crutcher LLP
                                           Jamboree Center
                                           4 Park Plaza
                                           Irvine, California 92614
                                           Attn: Mark W. Shurtleff, Esq.
                                           Telephone No.: (949) 451-3800
                                           Facsimile No.: (949) 451-4220

            IF TO A SELLING MEMBER:        W.C. Bradley Co.
                                           P.O. Box 140
                                           Columbus, Georgia 31902
                                           Attn: Robert H. Wright, Jr.
                                           Telephone No.: 706.571.6083
                                           Facsimile No.: 706.571.3404

                                           Bradley Specialty Retailing, Inc.
                                           P.O. Box 140
                                           Columbus, Georgia 31902
                                           Attn: Robert H. Wright, Jr.
                                           Telephone No.: 706.571.6083
                                           Facsimile No.: 706.571.3104

                                           Young An Hat Company, Ltd.
                                           202-1 Ojeung-Dong
                                           Bucheon-City, Kyunggi-do
                                           South Korea
                                           Attn: S. H. Baik
                                           Telephone No.: 822.662.1922
                                           Facsimile No.: 8232.676.7211

                                           J. Neil Stillwell
                                           5204 Stoney Brooke Drive
                                           Phenix City, Alabama 36867
                                           Telephone No.: 334.291.5151
                                           Facsimile No.: 334.448.8906

                                           Georgia Nell Stillwell
                                           5204 Stoney Brooke Drive
                                           Phenix City, Alabama 36867
                                           Telephone No.: 334.291.5151
                                           Facsimile No.: 334.448.8906

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                                    Phil R. Stillwell
                                    401 Oliver Trail Lane
                                    Phenix City, Alabama 36867
                                    Telephone No.: 334.291.5151
                                    Facsimile No.: 334.448.8906

                                    Jeffery N. Stillwell
                                    210 N. Quail Lane
                                    Pine Mountain, Georgia 31822
                                    Telephone No.: 706.663.9729
                                    Facsimile No.: 706.663.9729

                                    Thomas Patrick Allison, Jr.
                                    5405 River Oak Way
                                    Phenix City, Alabama 36867
                                    Telephone No.: 334.291.5151
                                    Facsimile No.: 334.448.8906

                                    Calvin J. Martin, Jr.
                                    4730-18 Turnberry Lane
                                    Columbus, Georgia 31909
                                    Telephone No.: 706.563.6284
                                    Facsimile No.: 334.448.8906

            With a copy to:         Page, Scrantom, Sprouse, Tucker & Ford, P.C.
                                    P.O. Box 1099
                                    Columbus, Georgia  31902
                                    Attn:  David A. Buehler, Esq.
                                    Telephone No.: (706) 243-5617
                                    Facsimile No.: (706) 323-7519

      9.3   ASSIGNABILITY AND PARTIES IN INTEREST. This Agreement and the
rights, interests or obligations hereunder may not be assigned by any of the
parties hereto without the prior written consent of the other parties hereto.
This Agreement shall inure to the benefit of and be binding upon each Selling
Member and Buyer and their respective permitted successors and assigns. Except
as provided by Article 7 hereof, nothing in this Agreement will confer upon any
person or entity not a party to this Agreement, or the legal representatives of
such person or entity, any rights or remedies of any nature or kind whatsoever
under or by reason of this Agreement.

      9.5   COMPLETE AGREEMENT. This Agreement, the exhibits and schedules
hereto and the other Transaction Documents contain or will contain the entire
agreement between the parties hereto with respect to the transactions
contemplated herein and therein and shall supersede all previous oral and
written and all contemporaneous oral negotiations, commitments, and
understandings. The exhibits and schedules to this Agreement are considered an
integral part of this Agreement and are hereby incorporated into this Agreement
by reference.

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

      9.6   MODIFICATIONS, AMENDMENTS AND WAIVERS. This Agreement may be
amended, modified or supplemented only by written agreement of the Selling
Members, on the one hand, and Buyer, on the other hand. Any failure of a Selling
Member, on the one hand, or Buyer, on the other hand, to comply with any
obligation, covenant, agreement, or condition herein may be waived by Buyer, on
the one hand, or the Selling Members, on the other hand, only by a written
instrument signed by an officer of the party granting such waiver.
Notwithstanding the foregoing, any such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement, or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure. Whenever this Agreement requires or permits consent by or on behalf of
any party hereto, such consent shall be given in writing. Notwithstanding any
provision in this Agreement to the contrary, any term of this Agreement may be
amended, modified or supplemented, the observance of any term of this Agreement
may be waived and any other matter requiring the written consent or approval of
the Selling Members may be effected, with the written consent of Buyer and the
Selling Members holding at least a majority in interest of the Membership
Interests. Each Selling Member hereby acknowledges and confirms that any
amendment, modification, supplement, waiver or other action effected in
accordance with this Section 9.6 shall be binding upon each Selling Member.

      9.7   HEADINGS; REFERENCES. The headings contained in this Agreement and
the other Transaction Documents are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement or any other
Transaction Document.

      9.8   GOVERNING LAW. This Agreement and the other Transaction Documents
shall be governed by, and construed and enforced in accordance with, the
internal laws of the State of Delaware, without regard to the conflict of laws
principles thereof.

      9.9   ARBITRATION. The parties hereto agree that all disputes,
controversies or claims that may arise out of, or relate to, this Agreement or
any of the Transaction Documents shall be submitted to, and determined by,
binding arbitration. Such arbitration shall be conducted before a single
arbitrator in Kansas City, Missouri pursuant to the Commercial Arbitration Rules
then in effect of the American Arbitration Association, except to the extent
such rules are inconsistent with this Section 9.9. The arbitrator shall apply
the laws of the State of Delaware (without regard to conflict of law rules) in
determining the substance of the dispute, controversy or claim and shall decide
the same in accordance with applicable usages and terms of trade. The prevailing
party in any such arbitration shall be entitled to recover its reasonable
attorneys' fees, costs and expenses incurred in connection with the arbitration.
Any award pursuant to such arbitration shall be final and binding upon the
parties, and judgment on the award may be entered in any federal or state court
sitting in any court having jurisdiction. The obligations set forth in this
Section 9.9 shall survive the termination of this Agreement.

      9.10  SEVERABILITY. Any provision of this Agreement which is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality, or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provisions of this Agreement
invalid, illegal, or unenforceable in any other jurisdiction. In case any
provision of this Agreement is found by a court of competent jurisdiction to be
invalid, illegal or unenforceable, it will, to the

                                       46
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

extent practicable, be deemed modified so as to make it valid, legal and
enforceable and to retain as nearly as practicable the intent of the parties.

      9.11  EXPENSES OF TRANSACTIONS. Except as otherwise provided in this
Agreement, (a) all fees, costs and expenses incurred by Buyer in connection with
the transactions contemplated by this Agreement shall be borne by Buyer, and (b)
all fees, costs and expenses incurred by any Selling Member in connection with
the transactions contemplated by this Agreement shall be borne by such Selling
Member.

      9.12  ATTORNEYS' FEES. If Buyer or any of its Affiliates, successors or
assigns brings any Action against any Selling Member or any of its, his or her
respective Affiliates, successors or assigns, or if any Selling Member or any of
its, his or her respective Affiliates, successors or assigns brings any Action
against Buyer or any of its Affiliates, successors or assigns, in addition to
any damages and costs which the prevailing party otherwise would be entitled,
the non-prevailing party shall pay to the prevailing party its, his or her
actual attorneys' fees and costs incurred in bringing and prosecuting such
Action and/or enforcing any Decision granted therein, all of which shall be
deemed to have accrued on the commencement of such Action and shall be paid
whether or not such action is prosecuted to a Decision. Any Decision entered in
such Action shall contain a specific provision providing for the recovery of
attorneys' fees and costs incurred in enforcing such Decision. For the purposes
of this Section 9.12 attorneys' fees shall include, without limitation, fees
incurred in the following: (a) postjudgment motions and collection actions; (b)
contempt proceedings; (c) garnishment, levy and debtor and third party
examinations; (d) discovery; and (e) bankruptcy litigation.

      9.13  SURETYSHIP WAIVER.

            (a)   Availability of Recourse. Without in any manner limiting the
obligations of any party under this Agreement, Buyer may, subject to the terms
and conditions hereof, (i) accept partial payments from any Selling Member on
account of the obligations under this Agreement; (ii) release or substitute any
Selling Member, and otherwise deal with any Selling Member as Buyer may
determine in accordance with the terms hereof and applicable law; (iii) settle
or release, either by agreement or by operation of law, any Selling Member; and
(iv) proceed directly against the property of any Selling Member without
proceeding against any other Selling Member to collect and recover the
proportionate amount of the obligations or any portion thereof, and each Selling
Member waives any right to require Buyer to proceed against any other Selling
Member, or pursue any other remedy whatsoever.

            (b)   Waiver of Defenses. Each Selling Member hereby waives any
defense arising by reason of any disability or other defense of the other or by
reason of the cessation from any action of any kind against the other. Buyer
may, in its sole discretion, exercise any right or remedy it may have against
any Selling Member without affecting or impairing in any way the liability of
the others hereunder. The rights of Buyer under this Agreement and the other
Transaction Documents will be enforceable without regard to the validity,
regularity or enforceability of the obligations of any Selling Member or any
document evidencing the same.

            (c)   Subrogation. Until all of the obligations under this Agreement
and the other Transaction Documents have been fully and finally satisfied, no
Selling Member shall have

                                       47
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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

any right of subrogation to any of the rights of Buyer against any Selling
Member and each Selling Member hereby waives any right to enforce any remedy
which Buyer now has or may hereafter have against any Selling Member.

            (d)   Financial Condition. Each Selling Member assumes the
responsibility for being and keeping itself informed of the financial condition
of the other Selling Members. Buyer shall have no duty to advise any Selling
Member regarding such condition.

            (e)   Election of Remedies. Each Selling Member hereby waives all
rights and defenses arising out of an election of remedies by Buyer even though
that election of remedies has destroyed any Selling Member's rights of
subrogation, reimbursement and/or contribution against the other.

            (f)   Limitation of Liability Nothing herein shall be construed to
increase any Selling Member's liability exposure to any amount in excess of
Selling Member's Proportionate Liability, except as otherwise set forth herein.

      9.14  NO SET-OFF. No amounts due any Selling Member from Buyer pursuant to
this Agreement or any other agreement contemplated herein shall be subject to
any right of set-off, said set-off right being hereby waived by Buyer.

      9.15  FURTHER ASSURANCES. Upon the reasonable request of a party or
parties hereto at any time after the Closing Date, the other party or parties
shall forthwith execute and deliver such further instruments of assignment,
transfer, conveyance, endorsement, direction or authorization and other
documents as the requesting party or parties or its, his, her or their counsel
may reasonably request in order to effectuate the purposes of this Agreement.

      9.16  FACSIMILES; COUNTERPARTS. Facsimile transmission of any signed
original document and/or retransmission of any signed facsimile transmission
will be deemed the same as delivery of an original. At the request of any party,
the parties will confirm facsimile transmission by signing a duplicate original
document. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute but one and the same
instrument.

         [The remainder of this page has been intentionally left blank;
                            signature page follows.]

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

      IN WITNESS WHEREOF, each of the parties hereto has executed this
Membership Interests Purchase Agreement as of the date first written above.

                                             SELLING MEMBERS:

                                             W. C. Bradley Co.,
                                             a Georgia corporation

                                             By:    /s/ William B. Turner, Jr.

                                             Name:  William B. Turner, Jr.

                                             Title: President

                                             Bradley Specialty Retailing, Inc.,
                                             a Georgia corporation

                                             By:      /s/ William B. Turner, Jr.

                                             Name:  William B. Turner, Jr.

                                             Title: Chairman

                                             Young An Hat Company,
                                             a Korean entity

                                             By:    /s/ S. H. Baik

                                             Name:  S. H. Baik

                                             Title: Chairman

                                             J. Neil Stillwell, an
                                             individual

                                             /s/ J. Neil Stillwell

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                                      Georgia Nell Stillwell,
                                      an individual

                                      /s/ Georgia Nell Stillwell
                                      -------------------------------

                                      Phil R. Stillwell,
                                      an individual

                                      /s/ Phil R. Stillwell
                                      ---------------------------------

                                      Jeffery N. Stillwell,
                                      an individual

                                      /s/ Jeffery N. Stillwell
                                      ---------------------------------

                                      Thomas Patrick Allison, Jr.,
                                      an individual

                                      /s/ Thomas Patrick Allison, Jr.
                                      ---------------------------------

                                      Calvin J. Martin, Jr.,
                                      an individual

                                      /s/ Calvin J. Martin, Jr.
                                      ---------------------------------

                                      BUYER:

                                      Ashworth Acquisition Corp.,
                                      a Delaware corporation

                                      By:   /s/ Randall L. Herrel, Sr.
                                            ----------------------------
                                      Name:    Randall L. Herrel, Sr.

                                      Title: President

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

                                  SCHEDULE 1.3

                              INSTALLMENT PAYMENTS

                                    SECTION 1

                                   DEFINITIONS

      As used in this Schedule 1.3, the following terms shall have the meanings
set forth below, and all capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Agreement:

      1.1 Business. The business of the Company and its subsidiaries, as such
business may be expanded.

      1.2 EBIT. The calculation of EBIT of the Business for each Fiscal Year
during the Installment Period shall be completed as soon as practicable after
completion of audited financial statements as follows:

      The "Revenues of the Business", as defined herein, less the operating
      expenses of the Business (inclusive of all operations, sales, general and
      administrative expenses) during the relevant accounting period, exclusive
      of (i) interest expense, (ii) book tax expense, (iii) the cumulative
      effect of changes in accounting principles (if any) adopted by the Company
      subsequent to the Closing Date, (iv) any management fee, charge, overhead
      allocation or similar items charged or chargeable by Buyer as a result of
      Buyer's expenses (as opposed to the Selling Member's), (v) the amount of
      expense attributable to legal and accounting services in excess of the
      amounts shown on Exhibit B attached hereto, (vi) accounting for the effect
      of purchase accounting or costs as a result of Buyer's acquisition of the
      Company, and (vii) commission payments made by the Company to sales
      representatives that are directly related to the sale of Ashworth and
      Callaway branded apparel, excluding any such commission payments related
      to headwear sales.

      1.3 EBIT Carry Forward. The aggregate amount by which EBIT for each Fiscal
Year during the term hereof exceeded the EBIT Target for such Fiscal Year,
reduced by any amounts added to a previous Fiscal Year's EBIT as provided in
Section 1.5 captioned EBIT Target Percentage.

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

      1.4 EBIT Target. The EBIT Target for each Fiscal Year of the Installment
Period shall be as follows:

<TABLE>
<CAPTION>
FISCAL                         EBIT
 YEAR                         TARGET
<S>                           <C>

 2004                         $****

 2005                         $****

 2006                         $****

 2007                         $****

 2008                         $****
                              -----
Total                         $****
</TABLE>

      1.5 EBIT Target Percentage. A percentage, not exceeding 100%, represented
by a fraction, the numerator of which is the EBIT for the immediately preceding
Fiscal Year plus any EBIT Carry Forward (but only to the extent necessary to
increase the numerator to an amount not to exceed the EBIT Target for such year)
and the denominator of which is the EBIT Target for such Fiscal Year.

      1.6 Fiscal Year. During the Installment Period, the Fiscal Year of the
Business commencing on November 1 and ending on October 31 of each such year,
provided, however, for purposes of this Agreement the 2004 Fiscal Year shall
commence on July 1, 2004 and run through October 31, 2004.

      1.7 Flat Installment Payment. **** ($****) per year, totaling **** ($****)
over a period of four (4) years commencing Fiscal Year 2005 and ending Fiscal
Year 2008.

      1.8 Gross Margin. The calculation of the gross margin of the Business for
each Fiscal Year during the Installment Period shall be based upon the Company's
internal calculations as traditionally determined and consistently applied.

      1.9 Individual Installment Percentage. That percentage of each Installment
Payment to be paid to each Participating Selling Member each Fiscal Year as
shown across from each of the Participating Selling Member named below (each a
"Participating Selling Member"):

<TABLE>
<CAPTION>
                                                      INDIVIDUAL
      SELLER                                    INSTALLMENT PERCENTAGE
<S>                                             <C>
J. Neil Stillwell                                        20 %

Phil R. Stillwell                                        20 %

Jeffery N. Stillwell                                     20 %

Thomas Patrick Allison, Jr.                              20 %

Calvin J. Martin, Jr.                                    20 %
</TABLE>

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

      1.10 Variable Installment Amount. **** ($****).

      1.11 Installment Factor. The percentage of the Variable Installment Amount
payable as a Variable Installment Payment for each Fiscal Year of the
Installment Period follows:
<TABLE>
<CAPTION>
                                       INSTALLMENT
FISCAL YEAR                              FACTOR
<S>                                    <C>
   2004                                     9%

   2005                                    18%

   2006                                    21%

   2007                                    24%

   2008                                    28%
                                          ---
  Total                                   100%
</TABLE>

      1.12 Installment Payment. The Variable Installment Payment and the Flat
Installment Payment.

      1.13 Installment Period. The period beginning on July 1, 2004 and
continuing through October 31, 2008.

      1.14 Payment Date. The date on which the Installment Payment will be made
pursuant to Section 2 hereof, which shall be no later than ninety (90) days
after each Fiscal Year End, unless the persons entitled to such payment shall
otherwise agree in writing.

      1.15 Revenues of the Business. All revenues of the Business from all
sources during each Fiscal Year of the Installment Period excluding any earnings
attributable to sales of "Ashworth" and "Callaway" branded apparel (with the
exception of headwear and other non-apparel merchandise, the earnings from sales
of which shall not be excluded).

      1.16 Participating Selling Member's Accountant. The certified public
accounting firm retained by the Participating Selling Members in connection with
the determination of the Calculated Amounts as defined in Section 3 of this
Schedule 1.3.

      1.17 Brands Sales and Gross Margin. The Top-Line Net Sales for each of the
Brands and Gross Margins are set forth as follows:

<TABLE>
<CAPTION>
                                  SALES AND
BRAND                            GROSS MARGIN               ACTUAL 2003
<S>                              <C>                        <C>
KUDZU                            Net Sales                      $****
                                 Gross Margin                    ****%

THE GAME                         Net Sales                      $****
                                 Gross Margin                    ****%
</TABLE>

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             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**
<TABLE>
<S>                      <C>                            <C>
OUTDOOR DIRECT           Net Sales                      $****
                         Gross Margin                    ****%
</TABLE>

      1.18 Variable Installment Payment. The product of the Variable Installment
Amount multiplied by the Installment Factor for a Fiscal Year, multiplied by the
EBIT Target Percentage for such Fiscal Year.

                                    SECTION 2
                              INSTALLMENT PAYMENTS

      2.1. Qualification. If (i) the Company's EBIT Target Percentage for a
Fiscal Year meets or exceeds 80% for such Fiscal Year, and (ii) the Company
maintains or increases its Top-Line Net Sales and existing Gross Margin in The
Game, Kudzu and Outdoors Direct brands (the "Brands"), at or above the levels
set forth in Section 1.17 of this Schedule 1.3, (Top-Line Net Sales and existing
Gross Margins in each of the Brands may be supplemented by sales and Gross
Margins - the latter being calculated on a weighted average based on such
supplemental sales plus sales under the Brands - from the Company's other
distribution channels with Gross Margins that are at least equal to the existing
Gross Margins in the Brands, as set forth in Section 1.17), during such Fiscal
Year, then Buyer shall make an Installment Payment to each of the Participating
Selling Members based on their respective Individual Installment Percentage.

      2.2 Time of Payments. Any Installment Payments, including any make-up
payment, for each Fiscal Year shall be made within ninety (90) days after the
end of a Fiscal Year.

      2.3. Make-Up Payment. Final make-up payments of any unpaid Installment
Amount shall be made after determination of Fiscal Year 2008's EBIT provided
that the total aggregate EBIT for the Fiscal Years during the Installment Period
is greater than $****. In such event, a final make-up Installment Payment shall
be paid to the Participating Selling Members, based upon the Individual
Installment Percentages, in such amounts necessary to increase the total
aggregate of all Installment Payments under this Agreement to $6,500,000.

      2.4 Treatment of Payments. Buyer shall pay and report the Installment
Payments, if any, to the Selling Member as installment payments for the
interests of the Company that the Participating Selling Members sold to Buyer on
the Closing Date. As such, each such Installment Payment shall include, and
which shall not increase the amount of such Installment Payment, simple interest
at the rate of three and one-half percent (3-1/2 %) per annum. Any payments to
be made pursuant to this Section 2 shall be made, at the option of each
recipient, by certified or official bank check or by wire transfer of same day
funds to a bank designated by such recipient.

                                    SECTION 3
                          COMPUTATION AND VERIFICATION

      3.1. Computations. All computations of Revenues and EBIT (collectively,
the "Calculated Amounts") with respect to any Fiscal Year shall be undertaken by
the Company using financial statements for such Fiscal Year prepared in
accordance with generally accepted accounting principles consistently applied,
and reported by the Company to Buyer and the participating Selling Members by a
written notice.

      3.2. Dispute Procedure. If there should be any disagreement between a
Selling Member and Buyer as to the proper computation of the Calculated Amounts,
Buyer's Accountant and the Participating

                                       54
<PAGE>

             **CONFIDENTIAL TREATMENT REQUESTED BY ASHWORTH, INC.**

Selling Member's Accountant shall undertake to reach agreement as to the
Calculated Amounts and shall promptly notify Buyer and such Participating
Selling Member in writing as to such agreement. Any such agreement by such
accountants shall be conclusive and binding on the parties hereto. If within
twenty (20) business days after the matter is referred to them, the
Participating Selling Member's Accountant and Buyer's Accountant are unable to
agree as to the Calculated Amounts, such accountants jointly shall promptly
select a third independent certified public accounting firm (the "Third
Accountant"). The Third Accountant shall, within twenty (20) business days after
the matter is referred to it, notify Buyer and Seller in writing of its
determination of the Calculated Amounts. Any such determination by the Third
Accountant shall (i) not be less than the Calculated Amounts as determined by
Buyer's Accountant nor be greater than the Calculated Amounts as determined by
the Participating Selling Member's Accountant, and (ii) be conclusive and
binding on the parties hereto.

      3.3. Fees and Expenses. The fees and expenses of the Third Accountant, and
all other costs associated with any dispute in which a Third Accountant is
appointed, shall be paid by the non-prevailing party in the resolution procedure
set forth above, provided that each of Buyer and Selling Member shall be
responsible for its own attorneys' fees, accountants' fees and other expenses
incurred in connection with the dispute. For purposes of this Section 3, the
non-prevailing party shall be considered to be the party whose proposed
Calculated Amounts differ the most, in the aggregate, from the Calculated
Amounts determined by the Third Accountant.

                                    SECTION 4
                          ADDITIONAL CONTROL PROVISIONS

      4.1 Ownership Structure. Buyer shall own and operate the Company as a
stand alone subsidiary of Buyer, with its own management and financial
statements.

      4.2 Intercompany Services. Buyer agrees to charge the Company only for
services requested by the Company or for services Buyer is required by law to
provide or undertake with respect to its subsidiaries (exclusive of general
governance services). All intercompany expenses, if any, will be billed at
actual costs. All such costs will be cleared monthly by cash transfers in
response to an invoice or other documentation. Buyer will provide such
information as may be reasonably requested by the Company for the purpose of
permitting the Company to verify the pricing for intercompany services provided
by Buyer.

      4.3 Accounting Controls. The parties agree that for the purposes of
calculations of all amounts in this Schedule 1.3 the Company will continue to
account for the results of its operations in conformity with generally accepted
accounting principles as historically and consistently applied by the Company
from the Closing Date through October 31, 2008. The Company shall make
day-to-day operational decisions that are in the best interests of, and provide
sound economic benefit for the Company. Any material changes in existing
financial policies, accounting practices, reserve and accrual assumptions and
capitalization practices may be made by the participating Selling Members with
the written concurrence of Buyer.

            For purposes of the calculations under this Schedule 1.3, the
financial statements of the Company will be prepared on a stand alone basis
unless otherwise authorized by the majority vote of the Participating Selling
Members.

                                       55

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a00428exv99w2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                    Exhibit 99.2

                                 PROMISSORY NOTE

$1,000,000.00                                                       COLUMBUS, GA
                                                                    JULY 6, 2004

THIS PROMISSORY NOTE IS SUBJECT TO THE PROVISIONS OF THAT CERTAIN SUBORDINATION
AGREEMENT DATED JULY 6, 2004 BY AND BETWEEN W.C. BRADLEY CO. AND UNION BANK OF
CALIFORNIA, N.A. ("AGENT"), AS ADMINISTRATIVE AGENT AND A LENDER, FOR ITSELF AND
ON BEHALF OF CERTAIN LENDERS (COLLECTIVELY, THE "LENDERS") FROM TIME TO TIME
PARTY TO THAT CERTAIN REVOLVING/TERM LOAN CREDIT AGREEMENT DATED AS OF JULY 6,
2004 BY AND BETWEEN AGENT, THE LENDERS AND ASHWORTH, INC.

      FOR VALUE RECEIVED, ASHWORTH ACQUISITION CORP., a Delaware corporation
(hereinafter referred to as "Maker"), promises to pay to the order of W. C.
BRADLEY CO., a Georgia corporation, (hereinafter, together with any assignee or
holder hereof, referred to as "Holder"), at Post Office Box 140, Columbus,
Georgia 31902-0140 or at such other place as Holder may designate by giving
written notice to Maker at the address set forth below, the principal amount of
ONE MILLION and NO/100 DOLLARS ($1,000,000.00), with simple interest on the
daily outstanding principal as set forth below.

      Principal shall be due and payable in four (4) annual principal
installments of TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) Dollars
each, beginning on June 30, 2005 and continuing on June 30, 2006, June 30, 2007,
and June 30, 2008 at which time all unpaid principal together with accrued but
unpaid interest shall be due and payable. Accrued interest on the outstanding
principal balance at the rate set forth below shall be due and payable on the
same day as each installment of principal shall be due and payable.

      The initial rate of interest shall be equal to three and one half percent
(3-1/2 %) simple interest. Interest shall be computed for each day during the
term of this Note by multiplying the outstanding principal balance hereunder at
the close of business on that day by a daily interest factor, which daily
interest factor shall be calculated by dividing the aforesaid interest rate per
annum in effect on that day by 365 days.

      The indebtedness evidenced by this Note may be prepaid, either in whole or
in part, without penalty, at any time. Any prepayment shall be applied first to
accrued interest outstanding on the unpaid balance of this Note as of the date
of said prepayment, then to the outstanding principal balance.

      This Note shall be secured.

      If any default is made in the payment of principal or interest as
stipulated above and such default is not cured within fifteen (15) days
thereafter, then Holder may, at Holder's option, declare the unpaid principal
balance of this Note and all accrued interest thereon, immediately due, payable
and collectible. The failure of Holder to exercise this option shall not
constitute a waiver of the right to exercise the same in the event of any
subsequent default.

      In the event that all or any portion of principal or interest hereunder
remains unpaid after the same becomes due and payable, whether at stated
maturity, by acceleration, or otherwise, any such sums shall bear interest at a
rate equal to twelve percent (12%) per annum.

      Every notice, demand, consent or other communication authorized or
required by this Note shall

<PAGE>

be in writing and shall be deemed to be given when hand delivered or when
deposited in the United States registered or certified mail, return receipt
requested, with postage prepaid, and addressed:

            If to Holder:             Mr. Robert H. Wright, Jr.
                                      W. C. Bradley, Co. 1017 Front Avenue
                                      Post Office Box 140 Columbus,
                                      Georgia 31902-0140

            If to Maker:              Mr. Randy Herrell
                                      Ashworth Acquisition Corp.
                                      2765 Loker Ave. W.
                                      Carlsbad, CA 92008

or at such other address as either party may from time to time designate in
writing.

      Maker hereby waives and renounces any and all exemptions granted to Maker
under the Constitution and laws of the United States or any state as against
this debt or any renewal or extension thereof, and further waives presentment,
demand, protest, and notice of dishonor, protest and non-payment except such
notice as may be otherwise required herein.

      Maker's obligations hereunder are without set-off. Any right of set-off
Maker may have is hereby waived and released.

      If any part of the indebtedness evidenced hereby, is collected by or
through an attorney-at-law, Maker agrees to pay reasonable attorney's fees and
all other expenses and costs of collection together with interest thereon at a
rate equal to twelve percent (12%) per annum.

      Time is of the essence hereof.

      If from any circumstances whatsoever, the fulfillment of any provision of
this Note or of any other instrument evidencing or securing the indebtedness
evidenced hereby, at the time performance of such provision shall be due, shall
involve transcending the limit of validity presently prescribed by any
applicable usury statute or any other applicable law with regard to obligations
of like character and amount, then ipso facto, the obligation to be fulfilled
shall be reduced to the limit of such validity, so that in no event shall any
exaction be possible under this Note or under any other instrument evidencing or
securing the indebtedness evidenced hereby that is in excess of the current
limit of such validity, but such obligation shall be fulfilled to the limit of
such validity. In the event of any such reduction of said obligation, the unpaid
principal balance of this Note, together with all accrued interest thereon and
any other sums advanced hereunder or under any instruments securing the
indebtedness evidenced hereby, shall, at the option of Holder, become
immediately due and payable.

      Holder and Maker hereby agree that any dispute concerning this Note,
including actions for collections of any amount due hereunder, shall be brought
in any state or federal court in the State of Georgia. Holder and Maker hereby
agree that venue of any dispute shall be proper in said court. This Note shall
be construed according to the laws of the State of Georgia.

                                       2
<PAGE>

      IN WITNESS WHEREOF, Maker has caused this Promissory Note to be executed
by its duly authorized officers and its corporate seal affixed, the day and year
first above written.

                                           ASHWORTH ACQUISITION CORP.

                                           By:  /s/ Randall L. Herrel, Sr.
                                                --------------------------------
                                                   Title: President

                                           Attest:  /s/ Halina Balys
                                                    ----------------------------
                                                    Title: Corporate Secretary

                                       3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>a00428exv99w3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<PAGE>

                                                                    Exhibit 99.3

                           GUARANTY OF PROMISSORY NOTE

      WHEREAS, ASHWORTH, INC., a Delaware corporation (hereinafter referred to
as the "Guarantor"), agrees to guarantee that certain Promissory Note, dated
July 6, 2004, between its subsidiary, ASHWORTH ACQUISITION CORP., INC., a
Delaware corporation, as "Maker" therein, and W. C. BRADLEY CO., a Georgia
corporation, as "Holder" therein (the "Note"); and

      WHEREAS, the Holder has refused to enter into the Note unless the
Guarantor guaranties the Note in the manner herein set forth; and

      WHEREAS, Guarantor, as the Maker's parent company, is receiving a valuable
benefit through the Note.

       NOW, THEREFORE, to induce the Holder to enter into the Note, together
with other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Guarantor hereby agrees as follows:

      1.    This Guaranty Of Promissory Note is subject in all respects to the
terms and conditions set forth and in that certain Subordination Agreement dated
as of July 6, 2004 by and between W.C. Bradley Co, a Georgia corporation (the
"Secured Party") and Union Bank of California, N.A.

      2.    (a) The Guarantor unconditionally guaranties to the Holder and the
successors and assigns of the Holder the full and punctual payment, performance,
and observance, by the Maker, of all the terms, covenants and conditions in the
Note contained on Maker's part to be paid, performed or observed.

            (b) If, at any time, default shall be made by the Maker in the
performance or observance of any of the terms, covenants and conditions in the
Note contained on the Maker's

<PAGE>

part to be kept, performed or observed, the Guarantor will keep, perform and
observe the same, as the case may be, in place and stead of the Maker.

            (c) This is a guaranty of payment, performance, and observance and
not merely of collection. The liability of the Guarantor under this Guaranty
shall be direct and immediate and not conditional or contingent upon the pursuit
of any remedies against the Maker or any other person, nor against securities or
liens available to the Holder, its successors, successors-in-title, endorsees,
or assigns.

      3. Any act of the Holder, or the successors or assigns of the Holder,
consisting of a waiver of any of the terms or conditions of the Note, or the
giving of any consent to any manner or thing relating to the Note, or the
modification of the Note, may be done without releasing the obligations of the
Guarantor hereunder.

      4. The obligations of the Guarantor hereunder shall not be released by
Holder's receipt, application or release of security given for the performance
and observance of covenants and conditions in the Note contained on Maker's part
to be performed or observed; nor by any modification of the Note, but in case of
any such modification the liability of the Guarantor, shall be deemed modified
in accordance with the terms of any such modification of the Note.

      5. The Guarantor hereby waives to the fullest extent possible and as
against the Maker and its assets any and all rights, whether at law, in equity,
by agreement or otherwise, to subrogation, indemnity, reimbursement,
contribution, or any other similar claim, cause of action or remedy that
otherwise would arise out of the Guarantor's performance of its obligations to
the Holder under this Guaranty. The preceding waiver is intended by both the
Guarantor and the Maker to be for the benefit of the Holder, and the waiver
shall be enforceable by any of Holder's

                                       2
<PAGE>

heirs, successors or assigns as an absolute defense to any action by the
Guarantor against the Maker or its assets which arises out of the Guarantor's
having made any payment to the Holder with respect to any of the Maker's
liabilities guarantied hereunder. If any amount shall be paid to the Guarantor
on account of such subrogation or other rights at any time, such amount shall be
held in trust for the benefit of the Guarantor and shall forthwith be paid to
the Guarantor to be credited and applied to payment of the obligations
guaranteed hereby whether matured or unmatured, in accordance with the terms
hereof.

      6. This Guaranty shall apply to the Note, any extension or renewal thereof
and to any holdover term following the term thereby granted or any extension or
renewal thereof.

      7. This instrument may not be changed, modified, discharged or terminated
orally or in any manner other than by an agreement in writing signed by the
Guarantor and the Holder.

      8. The parties agree that this Guaranty is governed by the laws of the
State of Georgia and that its enforcement shall be in Superior Court of the
County of Muscogee, State of Georgia, the venue and jurisdiction of which the
parties do hereby consent to.

      IN WITNESS WHEREOF, Guarantor has duly executed this 6th day of July, 2004

                                            GUARANTOR:

                                            ASHWORTH, INC.

                                            By:  /s/ Randall L. Herrel, Sr.
                                                 -------------------------------
                                                 Title: CEO

                                            Attest: /s/ Halina Balys
                                                    ----------------------------
                                                    Title: Corporate Secretary

                                       3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>a00428exv99w4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
<PAGE>
                                                                    Exhibit 99.4

STATE OF ALABAMA

COUNTY OF RUSSELL

                           AMENDED AND RESTATED LEASE

      THIS AMENDED AND RESTATED LEASE is made and entered into this 6th day of
July, 2004 (the "Commencement Date"), by and between 16 DOWNING, LLC, as Lessor,
and GEKKO BRANDS, LLC, as Lessee, in order to fully amend and restate the Lease
heretofore entered into by and between Lessor and Lessee on October 31st, 2001
(the "Original Lease") and SunTrust Bank, Atlanta ("SunTrust") as Trustee under
that Trust Indenture dated August 1, 1998, between IDB (as defined below) and
Lessor, by virtue of an Assignment and Release Agreement dated October 31, 2001
by and between Kudzu, LLC as lessor and SunTrust (the "Trust"). Notwithstanding
any provision herein to the contrary, to the extent any action is required by
this Amended and Restated Lease and that Lease Agreement dated as of August 1,
1998 (the "Prime Lease"), between Lessor (as successor-in-interest to Kudzu,
LLC), as lessee and beneficial owner of the Premises, and The Industrial
Development Board of the City of Phenix City, Alabama (the "IDB"), as lessor,
this Amended and Restated Lease shall be subject to and subordinate to said
Prime Lease. In the event of any conflict between the provisions of this Lease
and the provisions of the Original Lease, the terms of this Lease shall control.

      1.    Definitions. For purposes of this Lease, the following terms shall
have the following meanings, unless the context requires otherwise:

            (a) "Additional Rent" shall mean all those payments required of
Lessee and designated as Additional Rent below.

            (b) "Affiliated Entity" shall mean any entity in which fifty percent
(50%) or more of the voting power is vested in Lessee, one or more members of
Lessee, the direct or indirect owner of at least fifty percent (50%) of the
membership interests of Lessee, or any combination of the foregoing.

            (c) "Base Rent" shall mean the monthly rental specified and provided
for in this Lease.

            (d) "Building" shall mean those buildings and similar structures
located on the Land which is part of the Premises on the Commencement Date and
at any time thereafter throughout the term of this Lease, excluding all other
Improvements and excluding the Land which is part of the Premises.

            (e) "Commencement Date" shall mean the date on which the term of
this Lease commences, which shall be the date set forth in the introductory
paragraph hereof.

            (f) "Entity" means any person, corporation, partnership, joint
venture, association, joint stock company, trust or business entity or
organization.

            (g) "Expire", "Expired", or "Expiration" mean the expiration by
reason of lapse of time, and not by reason of any event of default.

            (h) "Expiration Date" means the eighth (8th) anniversary of the
Commencement Date.

            (i) "Extended Term" means the period of time commencing at the
Expiration of the Initial Term and ending (that is, scheduled to Expire) at the
end of any exercised renewal and extension of this Lease in accordance with
Section 3(b) hereof.

<PAGE>

            (j) "Improvement" means and shall include any buildings, houses,
structures, sheds, driveways, parking areas, paved areas, and fences located on
the Land which is part of the Premises, any fixtures, equipment and elevators
located in any such buildings, houses, structures or sheds and any additions,
replacements and substitutions thereto. The term "Improvements" does not include
the Land.

            (k) "Initial Term" means the period of time commencing on the
Commencement Date and Expiring on the Expiration Date.

            (l) "Land" means all of that tract or parcel of land lying and being
in the southwest quarter Section 8, Township 16 North, Range 30 East and being
known and designated as Land Lot 40, Phenix Industrial Park, consisting of 26
acres, more or less, of the County of Russell, State of Alabama, and being more
particularly described in Exhibit A attached hereto and by reference made a part
hereof.

            (m) "Laws" shall mean all federal, state, county, municipal and
other governmental constitutions, statutes, ordinances, codes, regulations,
resolutions, rules and directives and all decisions of courts, administrative
bodies, and other authorities construing any of the foregoing. "Law" shall be
the singular reference to Laws.

            (n) "Lease" shall mean this lease, together with any and all
exhibits, special stipulations and attachments which may be part of this lease.

            (o) "Lease Year" shall mean the twelve (12) month period beginning
on the Commencement Date and ending at midnight of the day before the first
anniversary of the Commencement Date, the twelve (12) month period commencing on
the first anniversary of the Commencement Date and ending at midnight of the day
before the second anniversary of the Commencement Date, and any similar twelve
(12) month periods occurring throughout the term of this Lease.

            (p) "Lessee" shall mean the Lessee named in this Lease, jointly and
severally if more than one is named, together with Lessee's heirs, legal
representatives, successors and permitted assigns, jointly and severally if more
than one.

            (q) "Lessor" shall mean the Lessor named in this Lease, together
with Lessor's heirs, legal representatives, successors and assigns.

            (r) "Mortgage" shall mean any deed to secure debt, mortgage, deed of
trust or other conveyance of, or lien or encumbrance against, the Premises
securing any debt, whether now existing or hereafter incurred.

            (s) "Mortgagee" shall mean the holder of any Mortgage together with
the holder's heirs, legal representatives, successors, transferees and assigns.
"Mortgagees" shall mean more than one Mortgagee.

            (t) "Premises" shall mean the Land together with the Building and
Improvements.

            (u) "Taxes and Assessments" shall mean any and all of the following
levied, assessed or imposed with respect to the Premises or any part of the
Premises in any calendar year: real property ad valorem taxes, assessments,
charges made by any public or quasi-public authority for improvements or
betterments related directly or indirectly to the Premises, sanitary taxes or
charges, sewer or water taxes or charges, encumbrances, levies, assessments or
taxes of any nature whatsoever, whether special or general, whether ordinary or
extraordinary and whether payable in installments or not. If, at any time during
the term of this Lease, the Laws concerning the method of real property taxation
prevailing on the Commencement Date are changed so that a tax or excise on rents
or any other tax, however, described, is levied, assessed or imposed against
Lessor or the Premises as a direct or indirect

                                       2
<PAGE>

substitution in whole or in part for any of the Taxes and Assessments described
above, then the term Taxes and Assessments shall also include the substituted
tax or excise on rents or other substituted tax. If Taxes and Assessments are
levied, imposed or assessed against a parcel of real estate which includes the
Premises and other property, then for all purposes of this Lease the amount of
Taxes and Assessments against the Premises shall be an amount equal to the total
Taxes and Assessments against the parcel which includes the Premises multiplied
by a fraction in which the number of square feet in the Building is the
numerator and the number of rentable square feet in all buildings and structures
on the parcel which includes the Premises is the denominator.

      2. Premises. In consideration of the covenants and agreements to be
performed by Lessee and for the rent and upon the terms and conditions stated,
Lessor lets and leases the Premises to Lessee. Lessee takes, and accepts from
Lessor, the Premises, in their present condition and as suited for the use(s)
intended by Lessee. No easement or other right to light or air, and no right to
the subsurface of the Land, is leased with or included in the Premises. Lessee
understands that pursuant to the Prime Lease and the industrial development
revenue bond issue for the financing of the Building (the "Bond"), legal title
to the Premises is vested in the IDB. Lessee further understands and agrees that
the obligations of Lessor hereunder are and will be subject to the rights of the
IDB pursuant to the Prime Lease and the Bond.

      3. Term.

            (a) The initial term of this Lease shall commence on the
Commencement Date and shall terminate at midnight on the Expiration Date. If any
option or right to renew this Lease is provided in this Lease, or subsequently
agreed upon, all references to the term of this Lease shall be references to the
term of this Lease as it may be renewed.

            (b) At the termination of the aforesaid Initial Term on the
Expiration Date, if this Lease shall then be in full force and effect and the
Lessee shall not then be in default hereunder, the Lessee shall have the option
to renew this Lease, upon the same terms and conditions as for the Initial Term,
including the provision for Base Rent (as adjusted pursuant to Section 4), for a
first renewal term of five (5) years, to commence on the Expiration Date and to
terminate at midnight on the fifth (5th) anniversary thereof. If this Lease
shall have been so extended, then at the expiration of such first extended term,
if this Lease as so renewed shall then be in full force and effect and the
Lessee shall not then be in default hereunder, the Lessee shall have the option
to renew this Lease, upon the same terms and conditions as for the Initial Term,
including the provision for Base Rent (as adjusted pursuant to Section 4), for a
second renewal term of five (5) years, to commence on the Expiration of the
first extended term and to terminate at midnight on the fifth (5th) anniversary
thereof. The option for each such renewal term shall be exercised by the Lessee
by giving notice thereof to the Lessor not less than three (3) months, and not
more than six (6) months, prior to the termination of the then current term.

            (c) In addition to any other termination rights set forth herein,
Lessee shall have the unilateral right to terminate this Lease and all
obligations arising hereunder upon thirty (30) days written notice to Lessor of
such termination if, at any time during the Initial Term or any applicable
Extended Term, none of J. Neil Stillwell, Phil R. Stillwell, Jeffery N.
Stillwell, Thomas Patrick Allison, Jr. or Calvin J. Martin, Jr. continue to be
employed by Lessee or an Affiliate Entity of Lessee, regardless of the reason
for termination of such employment.

      4. Rent.

            (a) Lessee shall pay to Lessor, at Lessor's address for notice
hereinafter set forth or at such other place as Lessor may specify, without any
right of set-off or deduction and without any prior notice of demand, the Base
Rent of $33,333.33 for each month during the term of this Lease. Base Rent shall
be due and payable monthly in advance, beginning on the Commencement Date and
continuing on the first day of each month thereafter throughout the term of this
Lease. If the Commencement Date is

                                       3
<PAGE>

other than the first day of a month, the amount of Base Rent payable on the
Commencement Date shall be one-thirtieth (1/30) of the monthly Base Rent for
each day prior to the first day of the next month, and, if the term of this
Lease terminates other than on the last day of a month, the amount of the final
installment of Base Rent shall be one-thirtieth (1/30) of the monthly Base Rent
for each day then remaining in the Lease term. Base Rent not paid when due shall
bear interest at the rate of twelve percent (12%) per annum from the date due
until paid.

            (b) For purposes of this subparagraph (b), the term "Price Index"
shall mean "The Consumer Price Index for all Urban Consumers, All Items (1982-84
= 100)", issued by the Bureau of Labor Statistics of the United States
Department of Labor and the term "Base Price Index" shall mean the Price Index
for October, 2001. From and after October 30, 2006 (the "Additional Rent
Commencement Date"), in addition to the Base Rent, Lessee shall pay monthly to
Lessor during each Lease Year beginning on and after the Additional Rent
Commencement Date an amount ("Additional Rent") computed by multiplying the Base
Rent by the percentage, if any, by which the Price Index, as published for the
last month preceding the Additional Rent Commencement Date, shall exceed the
Base Price Index. If the Price Index for such last month is not available until
the lapse of one or more months, an estimated amount of Additional Rent shall be
determined using the monthly Price Index most recently available. The first such
monthly payment or payments of Additional Rent after the availability of the
required Price Index shall be adjusted to compensate for any overpayment or
underpayment which occurred as a result of such estimated payment. The Price
Index published for the last month of any Lease Year shall, for purposes of this
paragraph, be deemed to be no lower than the Base Price Index. If the Price
Index ceases to use the 1982-84 average equaling 100 as the basis of
calculation, or if a change is made in the term or number of items contained in
the Price Index, or if the Price Index is altered, modified, converted or
revised in any other way, then the Price Index shall be adjusted to the figure
that would have been arrived at had the change in the manner of computing the
Price Index in effect at the date of this Lease not been altered. If the Price
Index shall no longer be published by said Bureau, then any substitute or
successor index published by said Bureau or other governmental agency of the
United States, and similarly adjusted as aforesaid, shall be used. If the Price
Index (or a successor or substitute index similarly adjusted) is not available,
a reliable governmental or reputable publication selected by Lessor and
evaluating the information theretofore used in determining the Price Index shall
be used. Additional Rent shall be recalculated in accordance with this Section 4
upon the beginning of the first and second renewal terms under Section 3 using
the last month of the Lease Year prior to the beginning of the first and second
renewal terms respectively in such calculation.

      5. Use. Lessee may use the Premises for the manufacture of headwear,
sportswear, memorabilia and any activities that are directly related and
ancillary to such manufacturing within the meaning of Section 144(a)(12)(c) of
the Internal Revenue Code (the "Current Use"), as well as any other purpose
consistent with the definition of a "manufacturing facility" within the meaning
of Section 144(a)(12)(c) of the Internal Revenue Code not otherwise prohibited
by applicable Law and/or covenants, conditions and restrictions, and approved by
Lessor in writing, which approval shall not be unreasonably withheld, so long as
any such other use is not reasonably likely to cause the release of Hazardous
Materials (defined below) in violation of any applicable Law. In no event shall
Lessee use the Premises for any illegal purpose, in violation of any Law, or in
any manner which constitutes a public or private nuisance.

      6. Taxes and Assessments. Lessee shall pay annually all Taxes and
Assessments for each calendar year during the term of this Lease. If any Taxes
and Assessments shall cover any period of time prior to or after the Expiration
or termination of this Lease, Lessee's share of such Taxes and Assessments shall
be prorated to cover only that portion of the tax bill applicable to the period
that this Lease is in effect, and Lessor shall reimburse Lessee for any
overpayment.

                                       4
<PAGE>

      7. Utilities. Lessee shall make all arrangements for, and shall pay when
due all charges for, all utilities and services furnished to the Premises or
used by Lessee, including but not limited to electricity, gas, fuel, heat,
water, sewer, telephone, power, sanitary services and trash collection. Lessor
hereby represents and warrants that as of the Commencement Date, all utilities
necessary for the Current Use are installed and available at the Premises.

      8. Repairs by Lessor. Lessor hereby represents and warrants that the
Building and all structural elements thereof (including the roof) are in good
condition, free of material defects, and suitable for the Current Use as of the
Commencement Date.

      9. Repairs by Lessee. Except for any maintenance or repair made necessary
due to a breach of Lessor's representations and warranties set forth in Section
8, Lessee shall perform all routine maintenance and repair of the Premises.
Lessee shall, at Lessee's own cost and expense, put, keep, replace, and perform
routine maintenance and repair upon the Premises (other than any maintenance or
repair made necessary due to a breach of Lessor's representations and warranties
set forth in Section 8), so that at all times the Premises shall be in at least
as good a condition as existed on the Commencement Date. Lessee's obligation
includes, without limitation, maintenance, repair, and replacement of any and
all glass and plate glass whether used in or comprising windows, doors, walls or
other parts of the Improvements, doors and passageways, overhead doors,
showcases and storefronts, sewer, water and utility service pipes and lines
located on the Premises, equipment, fixtures, elevators, furnaces,
air-conditioners, plumbing, wiring, heating and other parts of the Improvements,
and all pavement (asphalt, concrete or other types on the Premises). Lessee's
obligation also includes, without limitation, the sowing, fertilizing, watering
and mowing of grass necessary for a neat appearance at all times, prudent care,
pruning, trimming, watering and fertilizing of shrubs, trees and other plants,
the raking of leaves and general landscaping. At the termination of the term of
this Lease, Lessee shall leave the Premises in a condition at least as good as
the condition the Premises were in, subject to ordinary wear and tear, damage
caused by any casualty covered by Section 13, and any damage caused by the acts
or omissions of Lessor or Lessor's agents or employees.

      10. Alterations. Lessee shall not, without Lessor's prior written consent
(which shall not unreasonably be withheld), alter, remodel or improve the
Premises in any way, except for any non-structural alterations to the interior
of the Premises that do not involve puncturing, relocating or removing the roof
or any existing walls, and which cost no more than $25,000. All alterations,
remodeling and improvements shall be made in compliance with applicable Laws, at
Lessee's sole cost and expense, and shall become Lessor's property and part of
the Premises if not removed at the Expiration or termination of this Lease.
Lessor shall have no obligation whatsoever to consent to any alteration,
remodeling or improvement unless: (i) Lessee provides evidence or assurances
satisfactory to Lessor of Lessee's financial ability to pay for them in full;
and (ii) Lessor, in its sole judgment, is satisfied that the alteration,
remodeling or improvement will not reduce the fair market value of the Premises
and will neither impair the desirability of the Premises for leasing to other
lessees nor restrict the class of potential lessees for the Premises.

      11. Legal Requirements. Lessee shall, at Lessee's sole cost and expense,
comply promptly with all Laws affecting the Premises, if compliance is made
necessary in whole or in part by reason of Lessee's use or occupancy of the
Premises or by reason of Lessee's failure to comply fully with Lessee's
obligations under Section 9. Lessor shall comply promptly with those Laws
affecting the Premises if compliance is not made necessary in whole or in part
by reason of Lessee's use or occupancy or if compliance is made necessary in
whole or in part by reason of Lessor's breach of Lessor's representations and
warranties set forth in Section 8.

      12. Liens. Lessee shall not create or permit to be created any lien,
encumbrance or charge against the Premises or any part of the Premises, other
than UCC financing statements as may be filed by

                                       5
<PAGE>

Lessee's lenders in the ordinary course of business in relation to Lessee's
personal property located at the Premises. If any other lien, encumbrance or
charge is filed against any part of the Premises as a result of Lessee's
actions, Lessee shall cause the same to be discharged by payment, satisfaction
or posting of bond within sixty (60) days after the date filed. If Lessee fails
to cause any such lien, encumbrance or charge to be discharged within the
permitted time, Lessor may cause it to be discharged and may make any payment
which Lessor in its sole but reasonable judgment considers necessary in order to
do so. If Lessor makes any such payment, all amounts paid by Lessor shall bear
interest at the rate of twelve percent (12%) per annum from the date of payment
by Lessor and shall be payable by Lessee to Lessor upon demand. The liens,
encumbrances and charges covered by this paragraph include, without limitation,
liens for federal taxes, state taxes and assessments, county taxes and
assessments, local taxes and assessments, Mortgages, security interests and
liens filed by mechanics, laborers, materialmen, architects, surveyors,
attorneys or engineers for work, labor, materials or services done or furnished
(or alleged to have been done or furnished) with respect to the Premises,
excluding, however, the lien for state, county and local real property ad
valorem taxes assessed specifically against the Premises and liens arising by
reason of other Taxes and Assessments and excluding liens, encumbrances or
charges arising solely because of Lessor's action or failure to take action.

      13. Damage and Destruction. If the Building is damaged or destroyed by
fire, smoke, tornado, ice, wind, lightning, flood, water, explosion, riot, or
other casualty, Lessee shall notify Lessor as soon as reasonably possible.

            (a) If the Building is completely destroyed, or if twenty-five
percent (25%) or more of the usable area of the Building is damaged, or if in
the reasonable judgment of Lessor and Lessee the damage resulting cannot be
repaired within one hundred eighty (180) days after the occurrence of the
casualty, then either Lessor or Lessee may terminate this Lease by giving
written notice to the other party within sixty (60) days from the date of such
damage, in which event this Lease shall Expire on the date that is ten (10) days
after the date the party electing to terminate gives notice of termination, with
the same effect as if such date were stated as the time for Expiration of this
Lease. In such event, Base Rent, Additional Rent and other amounts payable by
Lessee shall abate from the date of such casualty through the date of
termination. In the event neither party elects to terminate in accordance with
the foregoing, Lessor shall promptly restore or rebuild the Premises to its
condition existing prior to the casualty. In such event, Base Rent, Additional
Rent, and other amounts payable by Lessee shall abate from the date of such
casualty through the date upon which such restoration or rebuilding is complete.

            (b) If (i) less than twenty-five percent (25%) of the Building is
damaged or destroyed, (ii) in the reasonable judgment of Lessor and Lessee, the
damage can be repaired within one hundred eighty (180) days after the occurrence
of the casualty, and (iii) Lessee can use the remainder of the Building for
substantially the same purpose(s) as immediately prior to the damage or
destruction, Lessor shall, within a reasonable time, restore or rebuild the
damaged or destroyed part to a condition at least as good as the condition which
existed immediately prior to the damage or destruction. In such event, Base
Rent, Additional Rent and other amounts payable by Lessee shall abate from the
date of such casualty through the date upon which such restoration or rebuilding
is complete in the proportion that the area of the portion of the Premises that
cannot be used bears to the total area of the Building. Notwithstanding anything
above to the contrary, Lessor shall have no obligation to restore or rebuild to
the extent that cost of such restoration or rebuilding is in excess of the
amount of insurance proceeds available to cover the cost of such rebuilding or
restoring plus the amount of the deductible portion under any applicable
insurance policies held by Lessor or, if Lessee delivers any such deductible
amount to Lessor, by Lessee.

      14. Condemnation. If the entire Premises are condemned, the term of this
Lease shall terminate on the date when possession of the Premises is taken by
the condemning authority. If any part of the Premises is condemned so that
Lessee cannot use the remainder of the Premises for substantially

                                       6
<PAGE>

the same purpose(s) as immediately prior to condemnation, Lessee may terminate
this Lease on the date when possession is taken by the condemning authority, by
giving Lessor notice of intent to terminate within sixty (60) days after Lessor
gives Lessee notice of the condemnation. In the event of any other condemnation,
this Lease shall not terminate. Any termination under this paragraph shall have
the same effect as termination of the term of this Lease, as if the date on
which possession of the Premises is taken by the condemning authority were
stated as the time for Expiration of the Lease term, and Lessor and Lessee shall
account for Base Rent, Additional Rent and other amounts payable by Lessee as of
that date. If any part of the Premises is condemned and this Lease is not
terminated as specifically provided in this paragraph, the Base Rent, Additional
Rent and other amounts payable by Lessee shall be abated in the same proportion
as usable space in the Building has been rendered unusable by reason of such
condemnation. The abatement of Base Rent shall be effective from the date when
the condemning authority takes possession of the part of the Premises condemned
through the remainder of the term of this Lease. No termination of this Lease
and no abatement in Base Rent shall affect Lessor's right to compensation for
any condemnation. Lessor shall be entitled to the full award or proceeds payable
with respect to the Premises by reason of any condemnation, and neither Lessor
nor Lessee shall have any claim to any award or proceeds payable to the other.
For purposes of this paragraph, words and phrases referring to condemning or
condemnation shall refer to statutory condemnation, exercise of the private or
public power of eminent domain, proceedings in the nature of condemnation, and
any sale or transfer made in lieu of or under threat of condemnation or exercise
of the private or public power of eminent domain and shall include any such
condemnation for permanent or for temporary use of or interference with any part
or all of the Premises.

      15. Indemnity.

      (a) During the term of this Lease, Lessee shall pay, and shall protect,
indemnify and save harmless Lessor from and against, all liabilities, damages,
costs, expenses (including all attorney's fees and expenses of Lessor), causes
of action, suits, claims, demands and judgments of any nature whatever arising
from: (i) injury to or the death of persons or damage to property (x) on the
Premises, or (y) in any manner arising out of or connected with Lessee's use or
occupancy of the Premises, or (z) resulting from Lessee's failure to perform
Lessee's obligations under Section 9; (ii) material violation of any agreement,
representation, warranty, provision, term or condition of this Lease by Lessee;
and (iii) material violation by Lessee of any Law affecting the Premises or the
occupancy or use thereof.

      (b) During the term of this Lease, Lessor shall pay, and shall protect,
indemnify and save harmless Lessee from and against, all liabilities, damages,
costs, expenses (including all attorney's fees and expenses of Lessee), causes
of action, suits, claims, demands and judgments of any nature whatever arising
from: (i) injury to or the death of persons or damage to property resulting from
the condition of the Premises existing prior to the Commencement Date or due to
any matter constituting a breach of Lessor's representations and warranties set
forth in Section 8; (ii) material violation of any agreement, representation,
warranty, provision, term or condition of this Lease by Lessor; and (iii)
material violation by Lessor of any Law affecting the Premises or the occupancy
or use thereof. Nothing in this Section 15 shall require Lessor or Lessee to
indemnify the other for any matters arising out of the negligence, willful
misconduct and/or breach of this Lease by the party seeking indemnification. The
provisions of this Section 15 shall survive any expiration or termination of
this Lease.

      16. Insurance.

            (a) Lessee shall procure, and maintain in full force and effect at
its expense at all times during the term of this Lease, with insurers reasonably
acceptable to Lessor and Lessee (i) insurance with respect to the Building and
Improvements against loss or damage by fire, lightning, windstorm, earthquake,
flood, riot, theft, vandalism, malicious mischief, sprinkler leakage, explosion,
and

                                       7
<PAGE>

other risks from time to time included under extended coverage endorsements, in
amounts sufficient to prevent Lessor or Lessee from becoming a co-insurer of any
partial loss under the applicable policies, but in any event in amounts equal to
the full replacement value of the Building and Improvements (exclusive of the
cost of foundations and excavations), less physical depreciation, as reasonably
determined by Lessor and Lessee; (ii) comprehensive general liability insurance
applicable to the Premises with limits of liability of not less than $500,000
per person and $2,000,000 per occurrence for injury to persons including death
resulting therefrom, and $100,000 per occurrence for damage to the property of
others with not more than $5,000 deductible, and (iii) such other insurance on
the Improvements and in such amounts as may from time to time be reasonably
required by Lessor against other insurable hazards which at the time are
commonly insured against in the case of premises similarly situated.

            (b) All insurance required to be maintained pursuant to this
paragraph shall (i) name Lessor and Lessee as insureds, as their respective
interest may appear, provided, however, with respect to policies of
comprehensive general liability insurance such policies shall name Lessor as an
additional insured, (ii) provide that all insurance proceeds shall be adjusted
with Lessor and Lessee by Lessee and shall, except in the case of comprehensive
general liability insurance, be payable to Lessor and Lessee, as their
respective interest may appear, (iii) provide that the policy cannot be
cancelled as to the Lessor except after the insurer gives such party fifteen
(15) days written notice of cancellation, (iv) provide that the policy cannot
lapse if it is not renewed for any reason except after the insurer gives the
Lessor fifteen (15) days written notice of non-renewal, (v) provide that no
material change in coverage provided by the policy shall be effective except
after the insurer gives the Lessor fifteen (15) days written notice of the
change, and (vi) not be subject to invalidation as to the Lessor by reason of
any act or omission of the Lessee.

            (c) Immediately upon the issuance of the policy or policies required
under this paragraph, Lessee shall deliver a duplicate original policy to the
Lessor, together with evidence satisfactory to the non-procuring party that the
premiums have been paid for a period of at least one year from the Commencement
Date. Not less than fifteen (15) days prior the expiration of a policy required
under this paragraph, the party responsible for procuring such policy shall pay
the premium for renewal for a period of not less than one year and deliver to
the other party a renewal policy or endorsement evidencing the renewal, together
with evidence satisfactory to the non-procuring party that the renewal premium
has been paid.

            (d) Lessor and Lessee shall each have included in all policies of
insurance respectively obtained by them with respect to the Building and/or the
Premises a waiver by the insurer of all right of subrogation against the other
in connection with any loss or damage thereby insured against. So long as both
Lessor's and Lessee's policies then in force include such a mutual waiver of
subrogation, Lessor and Lessee to the fullest extent permitted by Law, each
waive all right of recovery against the other for, and agree to release the
other from liability for, loss or damage to the extent such loss or damage is
covered by valid and collectible insurance in effect at the time of such loss or
damage. If such waiver of subrogation shall be obtainable or shall be obtainable
only at a premium over that chargeable without such waiver, the party seeking
such waiver shall notify the other thereof in writing, and the latter shall have
ten (10) days in which to either (i) procure on behalf of the notifying party
insurance with such waiver from a company or companies reasonably satisfactory
to the notifying party, or (ii) to agree to pay such additional premium. All
insurance policies procured and maintained by Lessee pursuant to this Section 16
shall be carried with companies licensed to do business in the State of Alabama
reasonably satisfactory to Lessor.

      17. Mortgages and Mortgagees. The following provides for the effect of
Mortgages on this Lease and for the rights of Mortgagees.

                                       8
<PAGE>

            (a) Subject to Section 17(e), this Lease shall be subordinate to any
and all Mortgages now or hereafter encumbering the Premises or any part of the
Premises. The terms of this provision shall be self-operative, and no further
instrument of subordination shall be required. Upon request of any party in
interest, however, Lessee shall execute promptly such instruments or
certificates as may be reasonably required to further evidence the intent of
this subparagraph, whether the requirement is that of Lessor or any other party
in interest, including, without limitation, any Mortgagee.

            (b) Notwithstanding the foregoing, if any Mortgagee elects to have
this Lease superior to its Mortgage and states its election in its Mortgage or
by separate recorded instrument, then this Lease shall be superior to such
Mortgage.

            (c) Within fifteen (15) days after written request by Lessor, Lessee
shall execute and deliver to Lessor an estoppel certificate, addressed to any
Mortgagee, any prospective Mortgagee, any purchaser or prospective purchaser of
the Premises or any part of the Premises, or any assignee or prospective
assignee of Lessor's interest under this Lease, in which Lessee shall certify:
(i) that this Lease has not been modified and is in full force and effect, or,
if there have been modifications, that this Lease is in full force and effect as
modified and that the only modifications are those specifically described in
Lessee's certificate, (ii) that Lessee has no defense, claims, counterclaims or
rights of set-off against the enforcement of this Lease, or, if Lessee claims
any, that they are all specifically described, as claimed by Lessee, in Lessee's
certificate; and (iii) the respective dates to which Base Rent, Additional Rent
and all other amounts due under this Lease have been paid. Lessee's certificate
shall also include such other information as may be reasonably required by
Lessor or by any Mortgagee, prospective Mortgagee, purchaser or prospective
purchaser of the Premises or assignee or prospective assignee of Lessor's
interest under this Lease.

            (d) Subject to the provisions of Section 17(e), notwithstanding that
this Lease is expressly subject and subordinate to any Mortgages, any Mortgagee
may sell the Premises in the manner provided in the Mortgage, by foreclosure or
sale under power, and may, at the option of such Mortgagee, make such sale of
the Premises subject to this Lease. Subject to the provisions of Section 17(e),
in the event of any foreclosure or sale under power made subject to this Lease,
Lessee shall attorn to the purchaser at foreclosure or sale under power, and
Lessee shall recognize such person as the Lessor under this Lease, and the
foreclosure or sale under power shall not by operation of Law result in the
cancellation or the termination of this Lease or of the obligations of Lessee.

            (e) With respect to any Mortgages created after the execution of
this Lease, Lessee's subordination of this Lease shall be subject to receiving a
commercially reasonable non-disturbance agreement from the Mortgagee, which
non-disturbance agreement shall provide that Lessee's possession of the
Premises, and this Lease, including any options to extend the term hereof, will
not be disturbed so long as Lessee is not in breach hereof and attorns to the
record owner of the Premises.

      18. Sale by Lessor. Lessor's right to sell, convey, transfer, assign or
otherwise dispose of Lessor's interest in and to the Premises shall be
unrestricted, and in the event of any such sale, conveyance, transfer,
assignment or other disposition by Lessor and the assumption by Lessor's
successor of all obligations of Lessor hereunder, all obligations under this
Lease of the party selling, conveying, transferring, assigning or otherwise
disposing shall cease and terminate, and Lessee shall look only and solely to
the party to whom or which the Premises are sold, conveyed, transferred,
assigned or otherwise disposed of for performance of all of Lessor's obligations
under this Lease.

      19. Assignment, Subletting by Lessee. Lessee shall not transfer or assign
(whether by instrument, operation of Law, withdrawal or change in partnership,
merger, consolidation, dissolution or reorganization of any type) this Lease, or
any interest of Lessee under this Lease, without the prior written consent of
Lessor, which shall not unreasonably be withheld. Lessee shall not sublet the
Premises or any

                                       9
<PAGE>

part of the Premises, nor permit any party other than Lessee to use or occupy
any part of the Premises, without the prior written consent of Lessor, which
shall not unreasonably be withheld. The foregoing notwithstanding, Lessee may
without notice to or consent from Lessor sublet to or allow any Affiliated
Entity use of the Premises in any manner, whether with or without written
agreement, so long as said use shall not violate any other provision of the
Agreement. Lessor's consent to one assignment, transfer or sublease, or to any
use or occupancy by a party other than Lessee, shall not destroy or waive this
provision, and each later assignment, transfer and sublease, and each later use
or occupancy of the Premises by a party other than Lessee, shall likewise be
made only with the prior written consent of Lessor. Any sublessees, transferees
or assignees shall automatically, upon acceptance of such subtenancy, transfer
or assignment, become and thereafter be directly liable to Lessor for all
obligations of Lessee under this Lease from and after the date of such
assignment or sublease (including but not limited to Base Rent and all
Additional Rent) without relieving Lessee (or any guarantor of Lessee's
obligations) of liability to Lessor under this Lease.

      20. Usufruct. This Lease creates only the relationship of lessor and
lessee between Lessor and Lessee, and no estate in land shall pass out of
Lessor. Lessee shall have only a usufruct, not subject to levy and sale and not
assignable in whole or in part by Lessee except as specifically provided in this
Lease.

      21. Termination, Release and Waiver of Liens by Lessor. Lessor hereby: (i)
terminates and releases any security interest granted to Lessor pursuant to
Section 21 of the Original Lease, including without limitation any and all
interest in any personal property of Lessee located at any time on the Premises,
and (ii) specifically disclaims, waives and disavows any statutory, contractual
or common law lien or right of distraint, if any, attaching or relating to
Lessee's personal property, including without limitation, all equipment,
furniture, inventory or trade fixtures.

      22. Removal of Personalty. Upon the Expiration of the term of this Lease
or any earlier termination hereof, Lessee may remove all personal property which
Lessee has installed or otherwise located on the Premises and which may be
removed without damaging the Premises (other than immaterial damage that Lessee
repairs after such removal), provided that Lessee promptly restores the Premises
to their condition immediately preceding the time the property was installed or
otherwise located on the Premises, ordinary wear and tear, damage caused by any
casualty covered by Section 13, and any damage caused by the acts or omissions
of Lessor or Lessor's agents or employees excepted. If Lessee does not so remove
all such personal property upon expiration of the term of this Lease, Lessor may
notify Lessee to remove the personal property and to restore the Premises as
required by the preceding sentence. If Lessee fails or refuses to remove all
such personal property from the Premises within thirty (30) days after Lessor
gives notice to do so, all such personal property shall automatically become the
property of Lessor. Lessor may then remove the personal property from the
Premises in any manner that Lessor shall choose, and Lessor may retain, abandon,
sell, dispose of, donate or give to anyone any part or all of the personal
property or otherwise deal with it as Lessor's property, all in Lessor's sole
discretion and without liability for loss or damage. Lessee shall pay Lessor on
demand one-thirtieth (1/30th) of the monthly Base Rent last in effect for each
day from the date the Lease term Expires through the date the last of Lessee's
personal property is removed pursuant to this paragraph or the date such
personal property becomes the property of Lessor pursuant to the terms of this
Section 22, and Lessee shall pay Lessor, on demand, any and all expenses
incurred by Lessor in removing any abandoned personal property, including,
without limitation, moving and transportation charges. Lessor may, at its option
and without notice, sell the personal property, or any part of it at public or
private sale and without legal process, for such price as Lessor may obtain, and
apply the proceeds of such sale to any amounts due from Lessee under this Lease.

      23. Risk of Loss of Property and Risk of Injury. Except as set forth in
Section 15, Lessor shall not at any time be liable for any loss of or damage to
any property of Lessee or others in or upon the

                                       10
<PAGE>

Premises or any adjoining sidewalks, streets or ways, and Lessor shall not be
liable to anyone for personal damage or injury in or upon the Premises or any
adjoining sidewalks, streets or ways.

      24. Surrender. Upon termination of this Lease, Lessee shall surrender to
Lessor the Premises, broom clean and in a condition at least as good as the
condition the Premises were in on the Commencement Date, excepting ordinary wear
and tear, damage caused by any casualty covered by Section 13, and any damage
caused by the acts or omissions of Lessor or Lessor's agents or employees.
Lessee shall also deliver to Lessor, as soon as reasonably possible, all keys to
the Premises.

      25. Tenancy at Sufferance. If Lessee remains in possession of the Premises
after Expiration of the term of this Lease, without any distinct written
agreement by Lessor, Lessee shall be and become a Lessee at sufferance, and
there shall be no renewal or extension of this Lease by operation of Law.

      26. Right of Entry. Lessee shall permit Lessor and Lessor's
representatives, agents and employees to enter the Premises at reasonable times
and upon reasonable advance written notice for the purposes of inspecting the
Premises, showing the Premises to prospective purchasers or Lessees, making any
repairs or replacements or performing any maintenance required (or permitted to
be made or performed by) Lessor and performing any work on the Premises that
Lessor may consider necessary to prevent or cure deterioration, waste or unsafe
conditions. Lessor shall also have the right to place on the Premises signs
suitable to Lessor and reasonably acceptable to Lessee advertising the Premises
or any part of the Premises for sale or for lease. Nothing in this paragraph
shall imply or impose any duty or obligation upon Lessor to enter the Premises
at any time for any purpose, or to inspect the Premises at any time, or to do,
or pay for, any work which Lessee is required to perform under any provision of
this Lease, and Lessor has no such duty or obligation.

      27. Lessor's Right to Act for Lessee. If Lessee fails to pay any Taxes or
Assessments or to make any other payment or take any other action required under
this Lease within thirty (30) days after written notice from Lessor of such
failure, Lessor may, without further demand upon Lessee and without waiving or
releasing Lessee from any obligation contained in this Lease, pay any such Taxes
or Assessments, make any such other payment or take any such other action
required of Lessee. The actions which Lessor may take include, but are not
limited to, performance of maintenance or repairs and making of replacements
which are Lessee's obligation, payment of insurance premiums Lessee is required
to pay and payment of Taxes and Assessments payable by Lessee under this Lease.
Lessor may pay all incidental costs and expenses incurred in exercising this
right, including without limitation attorney's fees and expenses, penalties,
reinstatement fees, late charges, charges for writs of fieri facias, and
interest. All amounts paid by Lessor pursuant to this paragraph, and all costs
and expenses incurred by Lessor in exercising its rights under this paragraph,
shall bear interest at the rate of twelve percent (12%) per annum from the date
of payment by Lessor and shall be payable by Lessee to Lessor upon demand.

      28. Default.

            (a) The following events shall constitute events of default by
Lessee under this Lease: (i) Lessee shall fail to pay when due any Base Rent,
Additional Rent or other payment to be made by Lessee; (ii) Lessee shall fail to
comply with any agreement, representation, warranty, term or condition of this
Lease (other than the payment of Base Rent, Additional Rent or any other payment
to be made by Lessee), and shall not cure such failure within thirty (30) days
after Lessor gives Lessee notice of the failure; (iii) Lessee or any guarantor
of this Lease shall become insolvent or shall make a transfer in fraud of
creditors or shall make an assignment for the benefit of credits, or (iv) Lessee
or any guarantor of this Lease shall file a petition under any section or
chapter of the Federal Bankruptcy Act, as amended, or under any similar Law, or
there shall be filed against or on behalf of Lessee or any guarantor of this
Lease a petition in bankruptcy or insolvency or a similar proceeding, which
proceeding is not stayed or

                                       11
<PAGE>

dismissed with sixty (60) days of filing, or Lessee or any guarantor shall be
adjudicated bankrupt or insolvent in proceedings filed against or on behalf of
Lessee or any such guarantor of this Lease.

            (b) Upon the occurrence of any event of default, Lessor may pursue
any one or more of the following remedies, separately or concurrently or in any
combination, without any notice (except as specifically provided below) or
demand whatsoever and without prejudice to any other remedy which it may have
for possession or arrearages in Base Rent, Additional Rent or other amounts
payable by Lessee: (i) Lessor may terminate this Lease by giving Lessee notice
of termination, in which event Lessee shall immediately surrender the Premises
to Lessor and this Lease shall be terminated at the time designated by Lessor in
its notice of termination to Lessee; (ii) Lessor may enter upon and take
possession of the Premises and expel or remove Lessee and any other person who
may be occupying the Premises, by force if necessary, without being liable for
prosecution or any claim of damages; (iii) Lessor may re-lease the Premises, on
such terms as Lessor may deem satisfactory, and receive the rent for any such
re-leasing, in which event Lessee shall pay to Lessor on demand any deficiency
that may arise by reason of such re-leasing; (iv) Lessor may do whatever Lessee
is obligated to do under the terms of this Lease, in which event Lessee shall
pay Lessor on demand for any expenses, including without limitation attorney's
fees, which Lessor may incur in thus effecting compliance with Lessee's
obligations under this Lease; or (v) Lessor may declare immediately due and
payable all Base Rent which is then due and which would otherwise have become
due throughout the remaining term of this Lease (as if this Lease were not
terminated, even if this Lease is terminated), together with all Additional Rent
and all other amounts payable by Lessee, due and to become due under this Lease,
and the actual and reasonable cost of reletting the Premises, less any actual
rents on the Premises received by Landlord for the remaining term of this Lease,
in which event all such amounts shall be immediately due and payable by Lessee.

            (c) Lessor's pursuit of any one or more of the remedies stated in
subparagraph (b) above shall not preclude pursuit of any other remedy or
remedies provided in this Lease or any other remedy or remedies provided by Law
or in equity, separately or concurrently or in any combination. Lessor's pursuit
of any one or more of the remedies provided in this Lease shall not constitute:
(i) an election of remedies excluding the election of any other remedy or other
remedies; or (ii) a forfeiture or waiver of any Base Rent, Additional Rent or
other amounts payable under this Lease by Lessee or of any damages or other sums
accruing to Lessor by reason of Lessee's violation of any of the agreements,
representations, warranties, provisions, terms and conditions of this Lease. No
action taken by or on behalf of Lessor other than a written acceptance of
surrender shall be construed to be an acceptance of a surrender of this Lease.
Lessor's forbearance in pursuing or exercising one or more of its remedies shall
not be deemed or construed to constitute a waiver of any event of default or of
any remedy. No waiver by Lessor of any right or remedy on one occasion shall be
construed as a waiver of that right or remedy on any subsequent occasion or as a
waiver of any other right or remedy then or thereafter existing. No failure of
Lessor to pursue or exercise any of Lessor's powers, rights or remedies or to
insist upon strict compliance by Lessee with any obligation of Lessee, and no
custom or practice at variance with the terms of this Lease, shall constitute a
waiver of Lessor's right to demand exact compliance with the terms of this
Lease. Notwithstanding anything in this Lease to the contrary, no termination of
this Lease prior to the normal termination by lapse of time or otherwise shall
affect Lessor's right to collect Base Rent and Additional Rent for the period
prior to termination.

            (d) Lessor shall not be deemed in breach of this Lease unless Lessor
fails to comply with any agreement, representation, warranty, term or condition
of this Lease and shall not cure such failure within thirty (30) days after
Lessee gives Lessor written notice of the failure.

      29. Rights Cumulative. All rights, remedies, powers and privileges
conferred under this Lease on the parties shall be cumulative and in addition
to, but not restrictive of or in lieu of, those conferred by Law.

                                       12
<PAGE>

      30. Attorneys' Fees, Homestead. In the event that either party hereto
brings any action or files any proceedings in connection with the enforcement of
its respective rights under this Lease or as a consequence of any breach by the
other party hereto of its obligations hereunder, the prevailing party in such
action or proceeding shall be entitled to recover all of its actual and
reasonable attorneys' fees and out-of-pocket expenditures in any such action or
proceeding. Lessee waives all homestead rights and exemptions which Lessee may
have under any Law as against any obligation owing under this Lease and assigns
so much thereof to Lessor as may be necessary to secure payment and performance
of Lessee's obligations under this Lease.

      31. Time of Essence. Time is of the essence of this Lease. Anywhere a day
certain is stated for payment or for performance of any obligation, the day
certain so stated enters into and becomes a part of the consideration for this
Lease.

      32. Notices. Any notice, demand, request, consent, approval or
communication under this Lease shall be in writing and shall be deemed duly
given to or made upon a party when either: (i) delivered personally, or (ii)
deposited, postage prepaid, in the United States Mail, certified or registered
mail with a return receipt requested, addressed (as the case may be) to such
party at the following address or at such other address as such party may
designate by notice to the other parties hereto:

         If to Lessor:

                                    16 Downing, L.L.C.
                                    Attn: Jeffery N. Stillwell
                                    _________________________
                                    _________________________
         If to Lessee:

                                    GEKKO Brands, L.L.C.
                                    Attn:________________
                                    _____________________
                                    _____________________
                                    _____________________

      33. Use. The provisions in this paragraph concerning Lessee's use of the
Premises are cumulative with and in addition to all other provisions of this
Lease.

            (a) Lessee shall not in any manner deface, damage or injure the
Improvements or any part thereof, and Lessee shall not overload any floors or
walls of the Improvements. No apparatus or appliance that would in any manner
damage, injure or vibrate the Premises shall be used or operated in or on the
Premises. Lessee shall not permit any noise or odor reasonably objectionable to
others to escape or be emitted from the Premises. Lessee shall not do anything,
and shall not permit anything to be done, which would in any way create or tend
to create a nuisance. Lessee shall not place or operate any steam engines,
boilers or stoves on the Premises and shall not use or allow to be used any oil,
burning fluids, candles, camphene, or kerosene for heating, warming or lighting.

            (b) At all times Lessee shall keep the Premises clean and free of
garbage, debris, trash and refuse. Lessee shall deposit all garbage, debris,
trash and refuse at such place or places on the Premises as Lessor may designate
or provide.

            (c) Lessee shall not use or operate any outside flashing or glaring
lights on the Premises. Lessor may impose such restrictions on any permission
for the use of any outside lights as Lessor may consider appropriate, including
limitations on the times within which the lights may be used.

                                       13
<PAGE>

            (d) If Lessee desires to use the Premises in any manner contrary to
the provisions of this paragraph, Lessee shall first obtain Lessor's prior
written consent. Lessor may in its discretion withhold or refuse to give any
such consent.

            (e) In no event shall Lessee permit the Premises or any part of the
Premises to be used to qualify for fulfillment of any requirements of Laws
pertaining to construction, maintenance or zoning of any building or
improvements or land not included within the Premises, and no part of the
Premises shall rely on any other property of any kind in order to qualify for
fulfillment of any such requirements. Lessee shall not by any act or omission
impair the integrity of the Premises as a single parcel, apart from all other
property, for zoning purposes and for purposes of levying, assessing or imposing
any Taxes and Assessments. Any attempt by Lessee to take any action, or any
action taken by Lessee, which would violate any provision of this subparagraph
shall be void.

            (f) Nothing in this Section 33 shall prevent Lessee from using the
Premises for the Current Use as currently conducted. Lessor represents and
warrants to Lessee that (A) the Current Use complies with all applicable Laws,
covenants or restrictions of record, building codes, regulations and ordinances
in effect on the Commencement Date, and (B) there are no liens or encumbrances
affecting the Premises that would interfere in any material way with Lessee's
use of the Premises for the Current Use as currently conducted.

      34. Hazardous Materials; General Prohibition; Indemnification.

            (a) Lessor hereby represents and warrants to Lessee that no
Hazardous Materials (as defined below) exist upon the Premises on the
Commencement Date except for acetone used in the ordinary course of business in
the Current Use and in compliance with all applicable Laws. Lessor shall
indemnify, defend (with legal counsel acceptable to Lessee) and hold harmless
Lessee, and upon demand, shall pay or reimburse Lessee for, any and all claims,
actions, costs, fees, expenses, damages, environmental response costs,
environmental investigation costs, legal or administrative proceedings, losses,
injuries, obligations, penalties, fines and liabilities (including, without
limitation, attorneys' fees and expenses) that arise during or after the term of
this Lease, directly or indirectly, from the presence of Hazardous Materials
that existed on, in, or about the Premises on the Commencement Date. This
indemnification by Lessor of Lessee includes, without limitation, any and all
costs incurred in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work required by any federal, state,
or local governmental agency or political subdivision because of the presence of
Hazardous Material in, on, or about the Premises or the soil or ground water on
or under the improvements or any portion thereof that existed on the
Commencement Date.

            (b) Except for in the ordinary course of business in the Current Use
and in compliance with all applicable Laws, neither Lessee nor its employees,
contractors, representatives or agents (collectively referred to herein as
"Lessee's agents") shall cause or permit any Hazardous Materials (as defined
below) to be brought upon, stored, used, generated, released into the
environment, or disposed of on, in, under, or about the Premises, without the
prior written consent of Lessor, which consent Lessor may withhold in its sole
and absolute discretion. Upon the expiration or sooner termination of this
Lease, Lessee covenants to remove from the Premises, at its sole cost and
expense, any and all Hazardous Materials brought upon, stored, used, generated,
or released into the environment by Lessee or Lessee's agents during the term of
this Lease. To the fullest extent permitted by Law, Lessee shall indemnify,
defend (with legal counsel acceptable to Lessor) and hold harmless Lessor, and
upon demand, shall pay or reimburse Lessor for, any and all claims, actions,
costs, fees, expenses, damages, environmental response costs, environmental
investigation costs, legal or administrative proceedings, losses, injuries,
obligations, penalties, fines and liabilities (including, without limitation,
loss or restriction on use of rentable space or any amenity of the Premises and
attorneys' fees and expenses) that arise

                                       14
<PAGE>

during or after the term of this Lease, directly or indirectly, from the
presence of Hazardous Materials on, in, or about the Premises that is caused or
permitted by Lessee or Lessee's agents during the term of this Lease. This
indemnification by Lessee of Lessor includes, without limitation, any and all
costs incurred in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work required by any federal, state,
or local governmental agency or political subdivision because of the presence of
Hazardous Material in, on, or about the Premises or the soil or ground water on
or under the improvements or any portion thereof that is caused by Lessee or
Lessee's agents during the term of this Lease. Lessee shall promptly notify
Lessor of any release of Hazardous Materials in violation of applicable Law in,
on, or about the Premises that Lessee or Lessee's agents become aware of during
the term of this Lease, whether caused by Lessee, Lessee's agents, or any other
persons or entities.

            As used herein, the term "Hazardous Materials" means any hazardous
or toxic substance, material, or waste that is or becomes regulated by any local
governmental authority, the State of Alabama or the United States Government.
The term "Hazardous Materials" includes, without limitation, any material or
substance that is (i) designated as a "hazardous substance" pursuant to section
311 of the Federal Water Pollution Control Act, 33 U.S.C. Section 1321, (ii)
defined as a "hazardous waste" pursuant to section 1004 of the Federal Resource
Conservation and Recovery At, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section
6903), (iii) defined as a "hazardous substance" pursuant to section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601 et seq., or (iv) any petroleum products, asbestos, contaminant,
waste, irritant or pollutant.

            (c) Lessee shall promptly notify Lessor of, and shall promptly
provide Lessor with true, correct, complete, and legible copies of, all of the
following environmental items relating to the Premises that may be filed or
prepared by or on behalf of, or delivered to or served upon, Lessee or Lessee's
agents during the term of this Lease: environmental reports filed pursuant to
any Laws, all environmental permit applications, environmental permits,
monitoring reports, workplace exposure, and community exposure warnings or
notices and all other reports, disclosures, plans, manifests, or documents (even
those that may be characterized as confidential) relating to water discharges,
air pollution, waste generation or disposal, underground storage tanks, or
Hazardous Materials.

            (d) In addition to Lessee's reporting obligations described in (c)
above, Lessee shall promptly notify Lessor of, and shall promptly provide Lessor
with true, correct, complete, and legible copies of, all of the following
environmental items relating to the Premises that may be filed or prepared by or
on behalf of, or delivered to or served upon, Lessee or Lessee's agents: all
orders, reports, notices, listings, and correspondence (even those that may be
considered confidential) of or concerning the release, investigation, cleanup,
remediation, and abatement of Hazardous Materials whether or not required by any
Laws, including, but not limited to, reports and notices required by or given
pursuant to any Laws and all complaints, pleadings, and other legal documents
filed against Lessee related to Lessee's or Lessee's agents' use, handling,
storage, or disposal of Hazardous Materials.

            (e) In the event of a release of any Hazardous Materials in, on, or
about the Premises during the term of this Lease, Lessee shall promptly provide
Lessor with copies of all reports and correspondence with or from all
governmental agencies, authorities, or any other persons relating to that
release.

            (f) Lessor and Lessor's agents shall have the right, but not the
obligation, to inspect, investigate, sample, or monitor the Premises, including
any soil, water, ground water, or other sampling, and any other testing,
digging, drilling, or analyses, at any time to determine whether Lessee is
complying with the terms of this Article, and in connection therewith, Lessee
shall provide Lessor with full access to all relevant facilities, records, and
personnel (subject to the entry provisions of this Lease).

                                       15
<PAGE>

            (g) Lessor, at Lessee's sole cost and expense, shall have the right,
but not the obligation, to join and participate in and/or control any legal
proceedings or actions initiated in connection with any claims or causes of
action arising out of the storage, generation, use, transportation, or disposal
by Lessee or Lessee's agents during the term of this Lease, of Hazardous
Materials in, on, under, from, or about the Premises. If the presence of any
Hazardous Materials in, on, under, or about the Premises caused or permitted by
Lessee or Lessee's agents during the term of this Lease results in (i) injury to
any person, or (ii) injury to or any contamination of the Premises, Lessee, at
its sole cost and expense, shall promptly take all actions necessary to return
the Premises to the condition existing before the introduction of those
Hazardous Materials to the Premises. Notwithstanding the foregoing, Lessee shall
not, without Lessor's prior written consent, take any remedial action in
response to the presence of any Hazardous Materials in, on, under, or about the
Premises or enter into any settlement agreement, consent decree, or other
compromise with any governmental agency with respect to any Hazardous Materials
claims; provided, however, Lessor's prior written consent shall not be necessary
if the presence of Hazardous Materials in, on, under, or about the Premises (i)
poses an immediate threat to the health, safety, or welfare of any individual,
or (ii) is of such a nature that an immediate remedial response is necessary and
it is not possible to obtain Lessor's consent before taking that action.

            (h) The provisions of this Section 34 including, without limitation,
the indemnification provisions set forth herein, shall survive any Expiration or
termination of this Lease.

      35. Option to Purchase. Throughout the Initial Term and any applicable
Extended Term, subject to compliance with the terms and conditions of the Bond
and related documents, Lessee shall have the on-going option to purchase
Lessor's interest in the Premises (the "Option"), including without limitation
all of Lessor's interest in the Prime Lease and the Bond, together with all
Improvements located thereon and all and singular the rights, privileges,
advantages, and appurtenances belonging or in anyway appertaining to the
Premises, including but not limited to all of Lessor's rights to all easements
benefiting the Premises, and to all roads, alleys, waters, streets, or
rights-of-way bounding the Premises (to the centerline thereof), if any, and
rights of ingress and egress thereto, as well as to any and all utility
capacity, if any (to the extent transferable), including, without limitation,
water, drainage, and sanitary sewer, and other utility capacities and rights
relating thereto, affecting or applicable to the Premises, and owned by Lessor,
and all other inchoate rights affecting or applicable to the Premises. The
Option shall be upon the following terms and conditions:

            (a) Purchase Price. In the event Lessee exercises the Option, the
purchase price for the Premises (the "Purchase Price") shall be an amount equal
to the fair market value of the interest in Premises to be acquired as of the
date the Option is exercised, net of any Bond debt secured by the Premises. The
fair market value of the Premises shall be determined by a certified appraiser
selected and paid for by Lessee. The report of said appraiser may be accepted or
rejected by Lessor. If the Lessee's appraisal report is rejected by Lessor then
Lessor shall, at its own cost, procure its own appraiser to assess the value of
the Premises and to coordinate with Lessee's appraiser to determine the fair
market value of the Premises. If Lessee's appraiser and Lessor's appraiser
cannot agree on the Premises' fair market value then said two appraisers shall
select a third, independent appraiser to determine the Premises' fair market
value which such appraiser's determination shall be binding on the Lessor and
Lessee. The cost of any such third appraiser shall be shared equally by Lessor
and Lessee.

            (b) Exercise of Option. Lessee may exercise the Option at any time
during the Initial Term or any applicable Extended Term by giving written notice
(the "Option Notice") to Lessor.

            (c) Closing Date: The closing (the "Closing" or "Closing Date") of
Lessor's acquisition of the Premises shall take place as soon as practicable
after delivery of the Option Notice to

                                       16
<PAGE>

Lessor. Lessor shall use its best efforts to obtain any approvals necessary for
Lessor to convey its interest in the Premises to Lessee, and Lessee shall fully
cooperate with Lessor in all such efforts.

            (d) Title and Conveyance. Lessor shall deliver title to Lessor's
interest in the Premises to Lessee at the Closing free and clear of (i) any and
all liens and monetary encumbrances (other than the Bond and any liens created
by or on behalf of Lessee or any Affiliated Entity of Lessee), (ii) any and all
non-monetary encumbrances in effect as of the Commencement Date that would be
reasonably likely to interfere with the use of the Premises for the Current Use,
and (iii) any and all encumbrances recorded after the Commencement Date without
Lessee's prior written consent. At the Closing, this Lease shall be assigned by
Lessor to Lessee or, at Lessee's election, terminated. At the Closing, Lessor
shall convey the Premises to Lessee by means of appropriate documents in a form
acceptable to Lessee, and Lessor shall deliver to Lessee an owner's (or
leasehold owner's, if applicable) policy of title insurance insuring Lessee in
the amount of the Purchase Price, subject only to exceptions not prohibited by
the first sentence of this paragraph. The cost for such title policy, all
recording fees, transfer taxes and any escrow fees shall be paid by Lessor and
Lessee is accordance with customary practice in Russell County, Alabama.

            (e) Default. If Lessee exercises the Option, and the sale and
purchase of the Premises is not consummated on account of a default by Lessor
under this Section 35, Lessee shall be entitled to any rights or remedies
available to Lessee at law or in equity, including specific performance. If
Lessee exercises the Option and the sale and purchase of the Premises is not
consummated on account of a default by Lessee, the Lease shall remain in full
force and effect and Lessor shall be entitled to all rights or remedies
available to Lessor, at law or in equity, except for termination of the Lease;
provided, further, that any claim for damages shall be limited to actual direct
damages in an amount not to exceed Ten Thousand Dollars ($10,000.00).

            (f) LESSEE ACKNOWLEDGES THAT LESSOR'S INTEREST IS SUBJECT TO ALL
TERMS OF THE PRIME LEASE, THE BOND AND RELATED DOCUMENTS AND THAT ANY ASSIGNMENT
OF LESSOR'S INTEREST IN THE PREMISES REQUIRES THE CONSENT OF VARIOUS PARTIES
PURSUANT TO THE TERMS AND CONDITIONS OF THE BOND AND RELATED DOCUMENTS. LESSOR
WILL USE ITS BEST EFFORTS TO OBTAIN ANY NECESSARY CONSENTS AND APPROVALS IN
ORDER TO CONVEY THE PREMISES AS PROVIDED HEREIN.

      36. Entire Agreement. This Lease contains the entire agreement of the
parties hereto and no representations, warranties, inducements, promises or
agreements, oral or otherwise, between the parties not embodied in this Lease
shall be of any force or effect.

      37. Severability. If any clause or provision of this Lease is illegal,
invalid or unenforceable under applicable present or future Laws effective
during the term of this Lease, the remainder of this Lease shall not be
affected. In lieu of each clause or provision of this Lease that is illegal,
invalid or unenforceable, there shall be added as a part of this Lease a clause
or provision as nearly identical as may be possible and as may be legal, valid
and enforceable.

      38. Headings. The use of headings, captions and numbers in this Lease is
solely for the convenience of identifying and indexing the various paragraphs
and shall in no event be considered otherwise in construing or interpreting any
provision in this Lease.

      39. Recording. This Lease shall not be recorded in any public records,
provided that Lessee may cause this Lease to be filed, posted or recorded as
Lessee or Lessee's auditors may deem necessary or desirable in accordance with
Lessee's or Lessee's auditors' policies, practices and/or recommendations
regarding the filing, posting or recording of documents such as this Lease to
which Lessee is a party. A

                                       17
<PAGE>

memorandum of this Lease in substantially the form attached hereto as Exhibit B
shall be executed by Lessor and Lessee and recorded at Lessee's expense.

      40. Lessee's Authority. Lessee represents and warrants to Lessor, knowing
that Lessor is relying on each such representation and warranty that:

            (a) Lessee is authorized to execute and enter into this Lease and to
deliver it to Lessor.

            (b) The execution, delivery and performance of this Lease by Lessee
is not in violation of any contract, agreement, undertaking, judgment, decree,
governmental order or other restriction of any kind to which Lessee is a party
or by which Lessee may be bound.

            (c) Lessee has executed and entered into this Lease free from fraud,
undue influence, duress, coercion and other defenses to the execution of this
Lease.

            (d) This Lease constitutes the valid and binding obligation of
Lessee, enforceable against Lessee in accordance with its terms.

            (e) (i) Lessee is duly organized, validly existing and in good
standing under the Laws of the state of its organization and has full power and
authority to enter into this Lease, to perform its obligations under this Lease
in accordance with its terms, and to transact business in Alabama; (ii) the
execution of this Lease by the persons executing it on behalf of Lessee, and the
performance by Lessee of its obligations under this Lease, have been duly
authorized and approved by all necessary action, as the case may be; and (iii)
the execution, delivery and performance of this Lease by Lessee is not in
conflict with Lessee's Articles of Organization, Operating Agreement, or other
charters, agreements, rules or regulations governing Lessee's business, as any
of the foregoing may have been supplemented, modified, amended, or altered in
any manner.

            (f) Lessee has had no dealings with any person, firm, broker or
finder in connection with this Lease, and no one is entitled to any commission
or finder's fee in connection herewith.

      41. Lessor's Authority. Lessor represents and warrants to Lessee, knowing
that Lessee is relying on each such representation and warranty that:

            (a) Lessor is authorized to execute and enter into this Lease and to
deliver it to Lessee.

            (b) The execution, delivery and performance of this Lease by Lessor
is not in violation of any contract, agreement, undertaking, judgment, decree,
governmental order or other restriction of any kind to which Lessor is a party
or by which Lessor may be bound.

            (c) Lessor has executed and entered into this Lease free from fraud,
undue influence, duress, coercion and other defenses to the execution of this
Lease.

            (d) This Lease constitutes the valid and binding obligation of
Lessor, enforceable against Lessor in accordance with its terms.

            (e) (i) Lessor is duly organized, validly existing and in good
standing under the Laws of the state of its organization and has full power and
authority to enter into this Lease, to perform its obligations under this Lease
in accordance with its terms, and to transact business in Alabama; (ii) the
execution of this Lease by the persons executing it on behalf of Lessor, and the
performance by Lessor of its obligations under this Lease, have been duly
authorized and approved by all necessary action, as the case may be; and (iii)
the execution, delivery and performance of this Lease by Lessor is not in
conflict

                                       18
<PAGE>

with Lessor's Articles of Organization, Operating Agreement, or other charters,
agreements, rules or regulations governing Lessee's business, as any of the
foregoing may have been supplemented, modified, amended, or altered in any
manner.

            (f) Lessor has had no dealings with any person, firm, broker or
finder in connection with this Lease, and no one is entitled to any commission
or finder's fee in connection herewith.

      42. SunTrust Consent. SunTrust, as Trustee under the Trust, does consent
to the terms of this Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                       19
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed and sealed this
Lease, all effective as of the day and year first written above.

                                     LESSOR:

                                     16 DOWNING, LLC

                                     By:      /s/ Jeffrey N. Stillwell
                                              ----------------------------------
                                              Jeffery N. Stillwell, Manager

                                     LESSEE:

                                     GEKKO BRANDS, LLC

                                     By:      /s/ Randall L. Herrel, Sr.
                                              ----------------------------------
                                     Name:    Randall L. Herrel, Sr.

                                     Title:   Manager

                                     SUNTRUST:

                                     SUNTRUST BANK

                                     By:      /s/ Gordon F. Pease
                                              ----------------------------------
                                     Name:    Gordon F. Pease

                                     Title:   First Vice President

                                       20
<PAGE>

                                    EXHIBIT A

                             DESCRIPTION OF PREMISES

All of that tract or parcel of land situate, lying and being in the southwest
quarter of Section 8, Township 16 North, Range 30 East, Phenix City, Russell
County, Alabama, being known and designated as Lot 40, Phenix Industrial Park,
consisting of 25.991 acres, more or less, and being more particularly described
as follows:

Commencing at the point of intersection of Sections 5, 6, 7, and 8, Township 16
North, Range 30 East, run thence South 27(degree) 32'52" East a distance of
3,304.78 feet to a capped rebar on the eastern right-of-way of Downing Drive,
which capped rebar marks the POINT OF BEGINNING; and from said POINT OF
BEGINNING, running thence South 77(degree) 27'21" East a distance of 1,040.22
feet to a capped rebar; running thence South 25(degree) 00'00" West a distance
of 700.0 feet to a capped rebar; running thence South 20(degree) 00'00" West a
distance of 595.0 feet to a capped rebar; running thence North 56(degree) 02'58"
West a distance of 1,086.97 feet to a capped rebar on the eastern right-of-way
of Downing Drive; thence North 18(degree)10'38" East a distance of 7.27 feet to
a capped rebar; thence along the curving eastern right-of-way of Downing Drive
(which curve has a chord of 156.33 feet which bears North 22(degree)09'51" East
and has a radius of 1,125.00 feet) to a capped rebar on said eastern
right-of-way of Downing Drive; thence North 26(degree)08'54" East along the
eastern right-of-way of Downing Drive a distance of 736.5 feet to the POINT OF
BEGINNING.

                                       21
<PAGE>

                                    EXHIBIT B

                               MEMORANDUM OF LEASE

      THIS MEMORANDUM OF LEASE (this "Memorandum") is made and entered into as
of the 6th day of July, 2004, by and between 16 DOWNING, LLC, as Lessor, and
GEKKO BRANDS, LLC, as Lessee.

                              W I T N E S S E T H:

      WHEREAS, Lessor and Lessee entered into that certain Amended and Restated
Lease dated July 6, 2004 (the "Lease");

      WHEREAS, the Lease pertains to certain premises located in Russell County,
Alabama, more specifically described on Exhibit A attached hereto and made a
part hereof (the "Premises"); and

      WHEREAS, Lessor and Lessee desire to evidence the Lease in the Official
Public Records of Russell County by the recitations contained in this
Memorandum.

      NOW, THEREFORE, in consideration of the foregoing and Ten Dollars ($10.00)
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Lessor does hereby demise, lease and let unto Lessee the
Premises, as follows:

      1. The Initial Term of the Lease shall be for an eight (8) year period,
subject to two (2) renewal terms of five (5) years each. The Initial Term
commenced upon the execution of the Lease.

      2. Lessor has granted and hereby grants to Lessee an option to purchase
the Premises, on the terms and subject to the conditions set forth in the Lease.

      3. This Memorandum is subject to all conditions, terms and provisions of
the Lease, which is hereby adopted and made a part hereof by reference to the
same in the same manner as if all the provisions thereof were copied herein in
full.

      4. In the event of a conflict between the terms of the Lease and this
Memorandum, the Lease shall prevail. Reference should be made to the Lease for a
more detailed description of all matters contained in this Memorandum.

      5. Capitalized terms not defined herein shall have the meaning as set
forth in the Lease.

                            [SIGNATURE PAGE FOLLOWS]

                                       22
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed and sealed this
Lease, all effective as of the day and year first written above.

                                     LESSOR:

                                     16 DOWNING, LLC

                                     By:  /s/ Jeffrey N. Stillwell
                                          ----------------------------------
                                          Jeffery N. Stillwell, Manager

                                     LESSEE:

                                     GEKKO BRANDS, LLC

                                     By:   /s/ Randall L. Herrel, Sr.
                                           -------------------------------------
                                     Name:    Randall L. Herrel, Sr.

                                     Title:   Manager

[all signatures must be acknowledged]

                                       23


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>a00428exv99w5.txt
<DESCRIPTION>EXHIBIT 99.5
<TEXT>
<PAGE>

                                                                    Exhibit 99.5

                           GUARANTY OF LEASE PAYMENTS

      WHEREAS, ASHWORTH ACQUISITION CORP., a Delaware corporation and wholly
owned subsidiary of ASHWORTH, INC., a Delaware corporation (Ashworth, Inc. is
hereinafter referred to as the "Guarantor"), acquired all of the membership
interests (the "Interests") of Gekko, LLC, an Alabama limited liability company
(the "Lessee") from Gekko's members (the "Members").

      WHEREAS, the Lessee has entered into that certain Amended and Restated
Lease, dated July 6, 2004 (the "Lease") with 16 DOWNING, LLC, an Alabama limited
liability company, as "lessor" therein (the "Lessor"), with respect to the
property described on Exhibit "A" to the Lease (the "Premises");

      WHEREAS, the Members have refused to sell their Interests unless the
Guarantor guaranties the Lease in the manner herein set forth; and

      WHEREAS, Guarantor, as the Lessee's parent company, is receiving a
valuable benefit through the Lease.

      NOW, THEREFORE, to induce the Members to sell their Interests to
Guarantor, together with other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as
follows:

      1.    (a) The Guarantor unconditionally guaranties to the Lessor and any
successors to the Lessor's interest in the Premises the full and punctual
payment by the Lessee of all "Base Rent", Additional Rent", and other sums
payable by the Lessee pursuant to the terms of the Lease to include, but not be
limited to, all amounts related to taxes,

                                       1
<PAGE>

insurance and repairs, as well as Lessee's indemnification obligation and
accelerated rents upon default (collectively, "Rent").

            (b) If, at any time, default shall be made by the Lessee in the
payment of Rent, the Guarantor will pay such sums in place and stead of the
Lessee.

            (c) This is a guaranty of payment and not merely of collection. The
liability of the Guarantor under this Guaranty shall be direct and immediate and
not conditional or contingent upon the pursuit of any remedies against the
Lessee or any other person, nor against securities or liens available to the
Lessor, its successors, successors-in-title, endorsees, or assigns. Amounts due
Lessor hereunder shall be without set-off.

      2. Any act of the Lessor, or the successors or assigns of the Lessor,
consisting of a waiver of any of the terms or conditions of the Lease, or the
giving of any consent to any manner or thing relating to the Lease, or the
granting of any indulgences or extensions of time to the Lessee, may be done
without releasing the obligations of the Guarantor hereunder.

      3. The obligations of the Guarantor hereunder shall not be released by
Lessor's receipt or release of security given for the Lessee's payment of Rent;
nor by any modification of the Lease.

      4. The Guarantor hereby subordinates, to the fullest extent possible, any
and all rights, whether at law, in equity, by agreement or otherwise, to
subrogation, indemnity, reimbursement, contribution, or any other similar claim,
cause of action or remedy against Lessee that otherwise would arise out of the
Guarantor's performance of its obligations to the Lessor under this Guaranty, to
any claims of the Lessor. If any amount shall be paid to

                                       2
<PAGE>

the Guarantor on account of such subrogation or other rights at any time the
Lessor is entitled to payments from the Lessee, such amount shall be held in
trust for the benefit of the Lessor and shall forthwith be paid to the Lessor to
be credited and applied to payment of the obligations guaranteed hereby, in
accordance with the terms hereof.

      5. This Guaranty shall apply to the Lease, any extension or renewal
thereof and to any holdover term following the term thereby granted or any
extension or renewal thereof.

      6. This instrument may not be changed, modified, discharged or terminated
orally or in any manner other than by an agreement in writing signed by the
Guarantor and the Lessor.

      8. The parties agree that this Guaranty is governed by the laws of the
State of Alabama and that its enforcement shall be in the Circuit Court of
Russell County, Alabama, the venue and jurisdiction of which the parties do
hereby consent to.

      IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty of Lease
Payments as of this 6th day of July 2004

                                           GUARANTOR:

                                           ASHWORTH, INC.

                                           By:  /s/ Randall L. Herrel, Sr.
                                                --------------------------------
                                                Title: CEO

                                           Attest:/s/ Halina Balys
                                                  -----------------------------
                                                  Title: Corporate Secretary

                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>7
<FILENAME>a00428exv99w6.txt
<DESCRIPTION>EXHIBIT 99.6
<TEXT>
<PAGE>

                                                                    Exhibit 99.6

                                GEKKO BRANDS, LLC

                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered
into this 6th day of July, 2004 (the "Effective Date"), by and between GEKKO
BRANDS, LLC, an Alabama limited liability company ("Employer"), and
_____________, an individual resident of Phenix City, Alabama ("Employee").
Employer and Employee are sometimes referred to hereinafter as a "Party" or,
collectively, the "Parties."

                                 WITNESSETH THAT

      WHEREAS, pursuant to that certain Membership Interests Purchase Agreement,
dated of even date herewith (the "Purchase Agreement"), by and among Ashworth
Inc., a Delaware corporation ("Ashworth"), and the selling members as set forth
therein (the "Selling Members"), Ashworth acquired all of the membership
interests of Employer (the "Acquisition");

      WHEREAS, Employee is one of the Selling Members, and, prior to the
Acquisition, Employee participated in the management of Employer;

      WHEREAS, based on the terms and conditions of this Agreement, Employer
desires to continue to employ Employee, and Employee desires to continue his
employment with Employer;

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
and reciprocal covenants and agreements set forth herein, and for other good and
valuable consideration, Employer and Employee agree as follows:

<PAGE>

                                       I.

                                   EMPLOYMENT

      1.1 Acceptance of Employment. Subject to the terms and conditions of this
Agreement, Employer hereby agrees to employ Employee, and Employee hereby agrees
to employment by Employer.

      1.2 Duties and Responsibilities. Employee shall serve initially as a Vice
President of Employer and shall be responsible for such duties and
responsibilities as may be assigned to him from time to time by Ashworth's Chief
Executive Officer ("CEO"), Chief Financial Officer ("CFO") or the duly elected
managers of Employer (the "Managers"). Employee shall devote his full business
time, attention, skill and energies to the business and affairs of Employer
throughout the Term (as defined below).

      1.3 Location. Employee will be based in Phenix City, Alabama and may not
be required to relocate during the Term.

      1.4 Chain of Authority. At all times during the Term, Employee will report
directly to either the CEO or CFO.

                                      II.

                              EFFECTIVE DATE; TERM

      2.1 Term. The term of this Agreement begins as of the Effective Date and
runs through January 29, 2009, unless otherwise terminated earlier in accordance
with this Agreement (the "Term").

                                       2
<PAGE>

                                      III.

                                  COMPENSATION

      3.1 Base Salary. For all services rendered by Employee pursuant to this
Agreement and in accordance with the terms and conditions of this Agreement,
Employee shall receive $_____________ per annum ("Base Salary"), payable in
accordance with Employer's standard payroll practices. Base Salary shall be
subject to adjustment upwards based upon a review of such salary by the CEO
and/or CFO, with such review to occur no less frequently than annually, but in
no event shall Base Salary be reduced below $_____________ per annum during the
Term.

      3.2 Incentive Compensation.

            (a) Basic Incentive Compensation. During the Term, Employee shall be
eligible to receive an annual bonus payment of up to 25% of his Base Salary
("Basic Incentive Compensation") for each fiscal year of Ashworth or portion
thereof during which Employee is employed by Employer during the Term based upon
Employer's performance as measured by Employer's achievement of the Operating
Targets (as defined below) for the respective periods indicated below for each
of the following four categories (each a "Category"):

                  (i) adjusted gross margin in dollars ("Margin"); (B) adjusted
inventory turnover ("Turnover"); (C) adjusted earnings before interest and taxes
("EBIT"); and (D) net sales by Employer of "Ashworth" and "Callaway" branded
merchandise with the exception of headwear (the "Sales"). For the purposes of
determining Margin, Turnover and EBIT under this Agreement, calculations of each
such Category shall be exclusive of Ashworth and Callaway

                                       3
<PAGE>

branded merchandise, with the exception of headwear, and thus each such Category
requires measures that are "adjusted" accordingly.

                  (ii) The operating targets for each of Margin, Turnover, EBIT
                  and Sales (the "Operating Targets") are as follows:

<TABLE>
<S>               <C>                                 <C>
(A)               Bonus Period                        Sales Target
                  ------------                        ------------
                  Effective Date - Fiscal Year 2005   __________
                  Fiscal Year 2006                    __________
                  Fiscal Year 2007                    __________
                  Fiscal Year 2008                    __________

(B)               Bonus Period                        Margin Target
                  ------------                        ------------
                  Fiscal Year 2005                    __________
                  Fiscal Year 2006                    __________
                  Fiscal Year 2007                    __________
                  Fiscal Year 2008                    __________

(C)               Bonus Period                        EBIT Target
                  ------------                        -----------
                  Fiscal Year 2005                    __________
                  Fiscal Year 2006                    __________
                  Fiscal Year 2007                    __________
                  Fiscal Year 2008                    __________

(D)               Bonus Period                        Turnover Target
                  ------------                        ---------------
                  Fiscal Year 2005                    __________
                  Fiscal Year 2006                    __________
                  Fiscal Year 2007                    __________
                  Fiscal Year 2008                    __________
</TABLE>

As applicable, the Targets shall be calculated consistent with Employer's past
practices as in effect on the Effective Date. For the sake of clarity, the
Operating Targets for Margin, Turnover and EBIT are exclusive of Ashworth and
Callaway branded merchandise with the exception of headwear, and, conversely,
the Operating Target for Sales refers to net sales by Employer of

                                       4
<PAGE>

Ashworth and Callaway branded merchandise with the exception of headwear.
"Fiscal Year" as used in this Agreement refers to the fiscal year of Ashworth.

                  (iii) Basic Incentive Compensation shall be determined based
upon an incentive score ("Incentive Score") for each of the Operating Targets
calculated independently in accordance with the following formulas:

                        Margin Incentive Score =  Margin / Margin Target
                        Turnover Incentive Score = Turnover / Turnover Target
                        EBIT Incentive Score = EBIT / EBIT Target
                        Sales Incentive Score = Sales / Sales Target

                  (iv) A minimum Incentive Score of 0.8 for a Category is
necessary for Employee to qualify for Basic Incentive Compensation with respect
to that Category. Employee shall be entitled to receive Basic Incentive
Compensation of 3.125% of Base Salary in each Category for which an Incentive
Score of 0.8 is achieved. In any Category with an Incentive Score in excess of
0.8, Basic Incentive Compensation with respect to such Category shall increase
ratably from 3.125% up to a maximum of 6.25% of Base Salary (i.e., the
percentage of Base Salary represented by such Basic Incentive Compensation for a
Category shall increase .15625 percentage points with each increase in Incentive
Score of 0.01 over 0.8). For example, an Incentive Score of 0.90 in a Category
will result in Basic Incentive Compensation of 4.6875% of Base Salary for such
Category and an Incentive Score of 0.95 will result in a Basic Incentive
Compensation of 5.46875% of Base Salary for such Category. An Incentive Score
shall be calculated for each Category and Basic Incentive Compensation shall be
paid for each Category in which an Incentive Score of 0.80 or greater is
achieved. In no event shall Basic Incentive

                                       5
<PAGE>

Compensation be greater than 6.25% of Base Salary for a single Category or 25%
of Base Salary for all Categories in the aggregate.

            (b) Ashworth Incentive Compensation. In addition to Basic Incentive
Compensation, during the Term, Employee shall receive additional incentive
compensation ("Ashworth Incentive Compensation") (Basic Incentive Compensation
and Ashworth Incentive Compensation being collectively referred to herein as
"Incentive Compensation") in an amount equal to ___% of the amount by which
Employer's net sales of Ashworth and Callaway branded merchandise (with the
exception of headwear) exceeds the net sales threshold established for such
Ashworth and Callaway branded merchandise ("Ashworth/Callaway Sales Threshold")
for each of the respective periods as set forth below:

<TABLE>
<CAPTION>
Period                             Ashworth/Callaway Sales Threshold
------                             ---------------------------------
<S>                                <C>
Effective Date - Fiscal Year 2005  __________
Fiscal Year 2006                   __________
Fiscal Year 2007                   __________
Fiscal Year 2008                   __________
</TABLE>

      Solely for purposes of calculating Employer's net sales of Ashworth and
Callaway branded merchandise under this Section 3.2, Ashworth shall reimburse
Employer for commission payments made by Employer to sales representatives that
are directly related to the sale of Ashworth and Callaway branded merchandise,
excluding any such commission payments related to headwear sales; provided,
however, that such reimbursement by Ashworth as provided herein shall in no
event exceed ___%of such sales of Ashworth and Callaway branded merchandise.

                                       6
<PAGE>

            (c) Computation of Incentive Compensation.

                  (i) Incentive Compensation shall be calculated based upon
Ashworth's Fiscal Year, and any Incentive Compensation that may be payable at
the end of such Fiscal Year shall be paid by the later of (x) ninety (90) days
after then end of such Fiscal Year in which the Incentive Compensation becomes
payable and (y) the resolution of any dispute concerning such Incentive
Compensation. For purposes of the computation of Incentive Compensation over any
period which is less than a Fiscal Year, Base Salary and Incentive Compensation
shall be pro-rated based on the actual number of days of employment during such
Fiscal Year.

                  (ii) All calculations involved in establishing Incentive
Compensation shall be made without regard to either inter-company allocations
and management fees charged to Employer by Ashworth or any of its affiliates, or
increases in audit, legal or other professional fees from their pre-Acquisition
levels which directly and solely result from the Acquisition or from being an
affiliate of Ashworth.

                  (iii) The right to receive Incentive Compensation under this
Section 3.2, as applicable, shall vest when such Incentive Compensation becomes
payable in accordance with the terms and conditions of this Agreement ("Vested
Incentive Compensation").

      3.3 Benefit Plans. Employer will continue to maintain all the Employer
sponsored benefit plans set forth on Schedule 3.3 hereto, which were provided by
Employer for at least two-years prior to the Acquisition, and, as applicable,
Employee shall continue to be eligible for and participate in such plans, in
accordance with the terms and conditions of this Agreement at levels which are
at least equal to those currently provided by the premium amounts set forth on

                                       7
<PAGE>

Schedule 3.3. In addition, Employee will be entitled to any additional benefits
substantially comparable to those benefits made available to comparable officers
of Ashworth as may be in effect from time to time. Notwithstanding anything to
the contrary herein, Employee's eligibility and participation in the benefits
provided by Employer's benefit plans will be subject to, and in accord with, the
terms and conditions of such plans.

      3.4 Ashworth Stock Incentive Plan. Ashworth shall include Employee as a
participant in Ashworth's Stock Incentive Plan, a copy which has been provided
to Employee, or if Employee is prohibited by law from participation in such
plan, Ashworth shall compensate Employee in the same manner as Employee would be
treated if he were a participant in such plan.

      3.5 Expenses. Employee shall be reimbursed in accordance with Employer's
reimbursement policy for all reasonable Employer approved business-related
expenses incurred by Employee in accordance with the policies and procedures of
Employer.

      3.6 Automobile Allowance. Employer shall pay Employee an automobile
allowance during the Term equal to$________ per month payable in accordance with
Employer's standard practices in effect from time to time during the Term.

      3.7 Vacation. Employee shall receive vacation time each calendar year
during the Term in accordance with Employer's vacation policies in effect from
time to time, but in no event less than four (4) weeks per year.

                                       8
<PAGE>

      3.8 Net Compensation. The amount of any gross payments provided for in
this Agreement shall be paid net of any applicable withholding required under
federal, state or local law.

                                       IV.

                            TERMINATION OF EMPLOYMENT

      4.1 Voluntary Termination By Employee. Employee may terminate his
employment hereunder at any time by giving at least ninety (90) days prior
written notice to Employer of his intention to do so. In the event such notice
of termination is given, said ninety (90) day period shall be counted as a
period of regular employment for all purposes under this Agreement, unless
expressly provided otherwise herein, including the payment of Base Salary and
the vesting of Incentive Compensation, provided that Employee continues to carry
out in good faith, as determined in Employer's reasonable judgment, his duties
and responsibilities during such ninety (90) period. Notwithstanding the
foregoing, Employer reserves the right to terminate Employee's employment at any
time after Employee's notice of voluntary termination upon payment in full of
all amounts which would have been due if Employee had remained employed through
the entire ninety (90) day notice period.

      4.2 Termination for "Cause". Employer may immediately terminate Employee's
employment hereunder for "Cause" as defined below effective thirty (30) days
after giving written notice to Employee, unless the misconduct, breach or
failure identified in such notice is corrected within the thirty (30) days after
receipt of such notice, provided, however, that if such misconduct, breach or
failure is not capable of being corrected, as determined in good faith by

                                       9
<PAGE>

the CEO and the managers of Employer, then such thirty (30) day correction
period shall not apply and Employee's employment shall terminate immediately
upon the giving of such notice. In addition, if Employer shall have given notice
to Employee under this Section 4.2 for substantially the same misconduct, breach
or failure more than once within any twelve (12) month period, Employer shall be
entitled to immediately terminate Employee's employment for such misconduct,
breach or failure. Either Party may refer the issue of whether or not any
alleged misconduct, breach or failure is capable of being corrected for
resolution by arbitration as provided under Article VIII hereof.

      For purposes of this Agreement, the term "Cause" includes any one or more
of the following:

            (i) any material breach by Employee of this Agreement or the failure
by Employee to substantially or satisfactorily perform his duties or
responsibilities as properly assigned to Employee from time to time under this
Agreement (other than failure resulting from "Disability" as defined herein);

            (ii) Employee's willful misconduct and gross negligence;

            (iii) Employee's material misappropriation of any of Employer's
funds or property;

            (iv) Employee's material violation of Employer's policies;

            (v) Employee's breach of his non-compete covenants pursuant to the
Purchase Agreement;

                                       10
<PAGE>

            (vi) Employee engaging in fraudulent or illegal conduct which
materially damages Employer or any of its affiliates or subsidiaries as
determined by the CEO in good faith; or

            (vii) the conviction of, or the entering of a guilty plea or plea of
no contest by Employee with respect to a felony.

      4.3 Termination by Employer Other Than for Cause. Employer may terminate
Employee's employment hereunder at any time by giving at least ninety (90) days
prior written notice to Employee of its intention to do so. In the event such
notice of termination is given, said ninety (90) day period shall be counted as
a period of regular employment for all purposes under this Agreement, unless
expressly provided otherwise, including the payment of Base Salary and the
vesting of Incentive Compensation.

      4.4 Termination Upon Death or Total Disability of Employee. Upon the death
or Total Disability (hereinafter defined) of Employee during the Term,
Employee's employment under this Agreement shall terminate. For purposes of this
Agreement, the term "Total Disability" shall be defined as the failure of
Employee to perform his normal duties hereunder for a period of three (3)
consecutive months, or for a total of six (6) months within any twelve (12)
month period, during the Term by reason of Employee's mental or physical
Disability. The term "Disability" shall mean an infirmity preventing Employee
from performing the essential functions of his job where no reasonable
accommodation is possible, or where such reasonable accommodation would be an
undue burden on the Employer. Any question as to the existence of a Disability
which cannot be resolved by the Parties shall be determined by a mutually
agreeable

                                       11
<PAGE>

qualified independent physician. The cost of any such medical examination shall
be paid by Employer.

                                       V.

                              EFFECT OF TERMINATION

      5.1 Voluntary Termination; Termination For Cause. If Employee voluntarily
terminates his employment (except under circumstances constituting a
"Constructive Discharge" as defined in Section 5.4), or if Employee's employment
is terminated by Employer for Cause, then in such event Employee shall be paid
the accrued value of Base Salary through the date of such termination only,
together with any unpaid Vested Incentive Compensation and any accrued and
unused vacation time.

      5.2 Termination Upon Total Disability. In the event Employee's employment
is terminated by reason of his Total Disability, then in such event, Employee,
or his representative, shall be entitled to receive all unpaid Vested Incentive
Compensation, any accrued and unused vacation time, and accrued automobile
allowance and all other benefits provided Employee through the date of such
termination by reason of Total Disability.

      5.3 Termination Upon Death. In the event Employee's employment is
terminated by reason of his death, then subject to applicable law, Employer
shall pay Employee's spouse, legal representative or his estate a lump sum
payment in an amount equal to his current Base Salary for the remaining Term or
____ months, whichever period is less. In addition, such spouse, legal
representative or estate shall be entitled to receive all unpaid Vested
Incentive Compensation,

                                       12
<PAGE>

any accrued and unused vacation time, and accrued automobile allowance and all
other benefits provided Employee through the date of Employee's termination by
reason of his death.

      5.4 Termination Other Than For Cause. In the event that (i) Employer
terminates Employee's employment other than for Cause, or (ii) Employee
voluntarily terminates under circumstances constituting a "Constructive
Discharge", as defined below (both events in this Section 5.4(i) and (ii)
constituting termination without Cause for purposes of this Agreement and the
Purchase Agreement), Employee shall receive a lump sum severance payment in an
amount equal to his Base Salary for a period of____ months, plus all unpaid
Vested Incentive Compensation and any accrued and unused vacation time,
automobile allowance and all other benefits provided Employee as of the date of
such termination, provided, however, that Employee delivers a fully executed
release and waiver of all claims against Employer and its affiliates and
subsidiaries substantially in the form attached as Exhibit A hereto (the
"Release Agreement"). Employee shall be deemed to have been "Constructively
Discharged" solely for purposes of this provision in any case in which Employee
terminates his employment thirty (30) days or more after having given Employer
prior written notice of a material breach by Employer of this Agreement, unless
Employer, within such thirty (30) day period, has taken reasonable steps to
correct such material breach, and provided that either Party may refer the issue
of whether or not a Constructive Discharge has taken place for resolution by
arbitration, as provided under Article VIII hereof.

      5.5 Other Effects of Termination. Upon termination of employment for any
reason, Employer shall have no obligation to provide Employee with any salary or
other benefits not

                                       13
<PAGE>

required by law or expressly described in Sections 5.1, 5.2, 5.3 and 5.4;
provided that the controlling provisions of any employee benefit or welfare plan
shall determine the additional benefits, if any, available to Employee.

                                       VI.

                  CUSTOMERS; PROPRIETARY INFORMATION; EMPLOYEES

      In further consideration of Employer's obligations under this Agreement,
Employee hereby enters into the following agreements:

      6.1 Non-Solicitation. Employee agrees that at all times during the Term
neither he nor any entity for which he has a direct or indirect interest or for
which he serves as an advisor, director, officer, employee, consultant, agent or
lender (any such entity is hereinafter a "Related Party") will in any way,
either directly or indirectly, on his behalf or on behalf of any other person,
firm, corporation or other entity, solicit, divert, take away or attempt to
solicit, divert or take away from Employer any account, customer or client of
Employer, or limit restrict or cancel the business of any such account, customer
or client. Employee further agrees that at all times during the Term neither he
nor any Related Party will, directly or indirectly, attempt to seek to cause any
account, customer or client of Employer, to refrain from patronizing Employer.

      6.2 Proprietary Matters. Employee acknowledges that during the Term and in
light of his prior relationship with Employer, Employee has knowledge about, is
acquainted with, and has and will continue to have access to, Employer's
information that is of a confidential, proprietary and secret nature. Employee
shall at all times during the Term keep confidential all such knowledge or
information of a confidential, proprietary or secret nature, including matters,

                                       14
<PAGE>

relating to, without limitation thereof: the business, accounts, books and
records, memoranda, customer lists, purchasing sources, marketing matters,
devices, secret inventions, pricing formula, software, codes and other
information related to the business, products or sales of Employer and its
customers and vendors. Employee also agrees to comply with Employer's policies,
as established from time to time, for the protection of its confidential and
proprietary information, including, for example, executing Employer's standard
confidentiality and proprietary information agreements.

      6.3 Confidentiality. Employee agrees that all information that he obtains
or has obtained from Employer or otherwise acquires as a result of his
employment hereunder relating to Employer, its affiliates or subsidiaries, and
which is not known to the public, other than through a breach of this Agreement
by Employee, shall remain the confidential property of Employer and that neither
he nor any Related Party will at any time during the Term directly or indirectly
make such information known to third parties or use it for the benefit of
himself or itself, other than as may be necessary in the continued conduct of
the business of Employer. This Section 6.3 shall survive termination of this
Agreement.

      6.4 Employees. Employee agrees that neither he nor any Related Party will
at any time during the Term directly or indirectly on behalf of himself or on
behalf of any person, firm, corporation or other entity, solicit, entice,
divert, employ or attempt to take away any employee or former employee of
Employer or its affiliates, or induce or attempt to induce any such employee to
quit its employment with Employer; provided, however, Employee may hire any
employee terminated by Employer immediately after such termination, and Employee
may hire

                                       15
<PAGE>

any employee who resigns his employment with Employer one hundred eighty (180)
days after such resignation.

      6.5 Return of Employer's Property. Upon termination of this Agreement for
any reason, Employee will return to Employer all books, papers, records, disks,
tapes, electronic storage media or other property of Employer of any kind or
nature which is in his possession, or under his control, and that neither he nor
any Related Party will at any time during the Term directly or indirectly make
such information known to third parties or use it for the benefit of himself,
other than as may be necessary in the continued conduct of the business of
Employer.

                                      VII.

                          COVENANTS FAIR AND REASONABLE

      Employee understands and acknowledges that the covenants contained in this
Agreement, including without limitation Article VI , are given in addition to
similar covenants of Employee under the Purchase Agreement. Employee further
represents that the said covenants are fair and reasonable as to time, area and
scope of restricted activity and are required for the fair and reasonable
protection of the business of Employer in light of Employee's prior and
continuing relationship with Employer. Employee further acknowledges that
without the restrictions imposed by his covenants provided herein including but
not limited to his future activities imposed by the said covenants, the business
of Employer would suffer irreparable and immeasurable harm. Each covenant of
Employee set forth herein shall be construed as an agreement independent of any
other provision of this Agreement, and the existence of any claim or cause of
action whether predicated on this Agreement, or otherwise, shall not constitute
a

                                       16
<PAGE>

defense to the enforcement by Employer of the said covenants, and any court
having jurisdiction shall have the power to reduce the duration and/or area of
any such restriction, such that and in its reduced form, such covenant(s) may
and shall be enforceable.

      The Parties hereto intend to and hereby confer jurisdiction to enforce the
covenants contained herein upon the courts of any state or other jurisdiction in
which any alleged breach of any such covenant occurs. If the courts of any of
one or more of such states or other jurisdictions shall hold such covenants not
wholly enforceable by reason of the scope thereof or otherwise, it is the intent
of the Parties hereto that such determination not bar or in any way affect the
Employer's right to the relief provided above in the courts of any other states
or jurisdictions as to breaches of such covenants in such other respective
states or jurisdictions, and the above covenants as they relate to each state or
jurisdiction being, for this purpose, severable into diverse and independent
covenants.

                                      VIII.

                                   ARBITRATION

      Subject to the right of Employer to seek injunctive relief for violations
of Article VI above and without waiving the same, the Parties agree that all
disputes, controversies or claims that may arise among them (including their
agents and employees), arising out of or relating to this Agreement, or the
breach, termination or invalidity thereof, shall be submitted to, and determined
by, binding arbitration. Such arbitration shall be conducted before a single
arbitrator in Columbus, Georgia pursuant to the Commercial Arbitration Rules
then in effect of the American Arbitration Association, except to the extent
such rules are inconsistent with this

                                       17
<PAGE>

Article VIII. The arbitrator shall apply the laws of the State of Georgia
(without regard to conflict of law rules) in determining the substance of the
dispute, controversy or claim and shall decide the same in accordance with
applicable usages and terms of trade. The prevailing party in any such
arbitration shall be entitled to recover its reasonable attorneys' fees, costs
and expenses incurred in connection with the arbitration. Any award pursuant to
such arbitration shall be final and binding upon the Parties, and judgment on
the award may be entered in any federal or state court sitting in any court
having jurisdiction. The obligations set forth in this Article VIII shall
survive the termination of this Agreement.

                                       IX.

                                  MISCELLANEOUS

      9.1 Amendments. This Agreement and the attachments hereto may not be
amended except by an agreement in writing signed by Employer and Employee.

      9.2 Parties Bound. The rights and obligations of Employee and Employer
shall inure to the benefit of and shall be binding upon their respective heirs,
legal or personal representatives, successors and assign.

      9.3 Entire Agreement; Assignability. This instrument contains the entire
agreement of the Parties. The rights arising hereunder are personal to the
Parties and may not be assigned, transferred, pledged or otherwise encumbered,
except that Employer may assign its rights hereunder to (i) any affiliate of
Employer and (ii) to any successor in interest or purchaser of substantially all
of the assets of Employer's business.

                                       18
<PAGE>

      9.4 Waiver of Breach or Violation Not Deemed Continuing. The waiver by any
Party of a breach or violation of any provision of this Agreement shall not
operate as or be construed to be a waiver of any subsequent breach hereof.

      9.5 Notices. Any and all notices required or permitted to be given under
this Agreement will be sufficient only if furnished in writing and sent by
registered or certified mail to his last known residence in the case of
Employee, or to the principal office of Employer in Phenix City, Alabama in the
case of Employer.

      9.6 Authority. The provisions of this Agreement required to be approved by
the manager of Employer have been so approved and authorized.

      9.7 Governing Law. This Agreement shall be interpreted, construed and
governed according to the laws of the State of Georgia. If any disputes arise
between the parties that require judicial determination, the parties expressly
submit and consent to venue and jurisdiction in the federal or state courts,
located in or serving the county of Muscogee, State of Georgia.

      9.8 Section Headings. The article and section headings contained in this
Agreement are for convenience only and shall in no manner be construed as part
of this Agreement.

      9.9 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and together shall
constitute one and the same Agreement.

      9.10 Invalidity of Provisions. Should any one or more provisions of this
Agreement for any reason be deemed by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision

                                       19
<PAGE>

of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein, and there
shall be substituted for such invalid, illegal or unenforceable provision such
other provision as will most nearly accomplish the intent of the Parties to the
extent permitted by applicable law. In case this Agreement, or any one or more
provisions hereof, shall be held to be invalid, illegal or unenforceable within
any governmental jurisdiction or subdivision thereof, this Agreement or any such
provision thereof shall not as a consequence thereof be deemed to be invalid,
illegal or unenforceable in any other governmental jurisdiction or subdivision
thereof.

      9.11 Construction. When used herein, the masculine gender shall be deemed
to include the feminine gender, and the singular shall be deemed to include the
plural, unless the context clearly indicates to the contrary.

      9.12 No Set-Off. Employer may not set-off any amounts owed to Employee
hereunder against any amounts Employee may owe Employer without Employee's
written consent.

      9.13 Survival of Certain Obligations. The obligations of Employer under
Article V, of Employee under Article VI and VII and of both Employer and
Employee under Articles VIII and IX shall survive the expiration of the term of
this Agreement.

                            [Signature Page Follows]

                                       20
<PAGE>

      IN WITNESS WHEREOF, Employee has hereunto set his hand and Employer has
hereunto caused its name to be signed by its duly authorized officers with one
original being delivered to each Party hereto as of the day and year first above
written.

                                          GEKKO BRANDS, LLC

                                          By:  _________________________________
                                               RANDALL L. HERREL, SR., Manager

                                          Attest:_______________________________
                                                 HALINA BALYS

                                                        "Employer"

                                          ___________________________(L.S.)

                                                  "Employee"

Sworn to and subscribed before
me on ________________________, 2004.

_____________________________________
Notary Public
State of _________________________
County of ________________________
Comm. Exp. _______________________

         (Notarial Seal)

                                       21
<PAGE>

                                    EXHIBIT A

                    RELEASE OF ALL EMPLOYMENT RELATED CLAIMS

      For and in consideration of the amount of [amount] (the "Payment") and
other good and valuable consideration described herein, [employee's name], for
himself and his legal representatives, successors and/or assigns ("Releasor"),
makes this Release of All Employment Related Claims ("Agreement") in favor of
Gekko Brands, LLC, its constituent members and each of their parents,
subsidiaries and affiliates and all of their respective members, managers,
officers, directors, shareholders, employees, agents, servants, representatives,
heirs, executors, administrators, assigns, predecessors and successors in
interest (all such persons and organizations are hereafter referred to as
"Releasee").

                            I. AGREEMENTS OF RELEASOR

      (a) Releasor hereby settles with, reaches accord and satisfaction with,
and generally releases Releasee with respect to each and every claim, cause of
action, right, liability or demand of any kind arising out of Releasor's
employment by Releasee which arose at any time prior to and may arise until the
date this Agreement is duly executed. Such claims that are hereby released
include by way of example, but not limitation:

            (i)   all claims arising from Releasor's employment with Releasee
                  and the termination thereof; and

            (ii)  all employment related claims based on any federal, state, or
                  local anti-discrimination provision, statute, ordinance,
                  regulation, or policy (statutory or common), or legal or
                  equitable theory including but not limited to 42 U.S.C.
                  Section 1981 et seq., the Civil Rights Act of 1964, as
                  amended, the Pregnancy Discrimination Act, the Americans with
                  Disabilities Act, the Age Discrimination in Employment Act,
                  the Older Workers Benefit Protection Act and the Equal Pay
                  Act.

      IT IS THE INTENT OF RELEASOR TO RELEASE ALL CLAIMS DIRECTLY RELATED TO
EMPLOYEE'S EMPLOYMENT WITH EMPLOYER ONLY. RELEASOR EXPRESSLY RESERVES ALL RIGHTS
WITH RESPECT TO ANY NON-EMPLOYMENT RELATED CLAIMS AGAINST RELEASEE, INCLUDING,
BUT NOT LIMITED TO RIGHTS ARISING UNDER THAT CERTAIN MEMBERSHIP PURCHASE
AGREEMENT DATED JULY 6, 2004.

      (b) Releasor covenants not to hereafter sue or to authorize anyone else to
file a lawsuit on his behalf against Releasee in respect of any claim released
hereunder (except as may be necessary to enforce the terms of this Agreement or
to test the knowing and voluntary nature hereof). Releasor also covenants and
agrees not to induce, incite, or encourage employment related claims of any
nature against Releasee.

      (c)   Releasor represents and agrees:

            (i)   That he would not be entitled to the Payment if he did not
                  sign this Agreement;

            (ii)  That the foregoing Payment is the only amount which he is
                  entitled to receive from Releasee solely as a result of his
                  employment by Releasee, and that he hereby waives all other
                  employment related payments or claims for payments;

            (iii) That he acknowledges and understands his continuing obligation
                  to maintain the confidentiality of Releasee's trade secrets,
                  confidential and proprietary information;

            (iv)  That he has signed this Agreement voluntarily and of his own
                  free will; and

            (v)   That he fully understands his right to discuss this Agreement
                  in all detail with an attorney, understands that Releasee
                  recommends to him that he consult an attorney, and
                  acknowledges that he has been given a reasonable period of
                  time to consider whether he should sign the Agreement.

<PAGE>

                           II. AGREEMENTS OF RELEASEE

      (a) Releasee will pay the Payment to Releasee in thirteen (13)
substantially equal bi-weekly payments over Six (6) months (the "Severance
Period") commencing on or after the eighth day after Releasor signs this
Agreement upon delivery by Releasor of the signed Ratification attached hereto;
and

      (b) Releasee will extend to Releasor the right to continue health
insurance under the Consolidated Omnibus Budget Reconciliation Act of 1986
(COBRA).

                                  III. GENERAL

      (a) Releasor has up to twenty-one (21) days to decide whether he wants to
sign this Agreement. If Releasor signs the Agreement, he will then have seven
(7) days from the day he signs the Agreement in which to revoke the Agreement.
The Agreement will not become effective until he delivers a signed Ratification
on or after the eighth day after he signs the Agreement.

      (b) The provisions of this Agreement are fully severable, and, if any
provision of the Agreement is found to be unenforceable, the other paragraphs
shall remain fully valid and enforceable.

      (c) This Agreement constitutes the full and entire agreement between the
parties hereto, and fully supersedes all prior agreements and understandings
between the parties hereto relating to this subject matter.

      Submitted this ____ day of ________, 200___.

                                               GEKKO BRANDS, LLC

                                               By:_____________________________

                                               Title:___________________________

________________________              ___________________________________(L.S.)

Date Accepted                                        Signature of Releasor

<PAGE>

                                  RATIFICATION

      Releasor, [employee's name], hereby swears that Releasor was given up to
twenty-one (21) days to decide whether to sign the Release of All Employment
Related Claims (hereinafter "Agreement"). Releasor signed the Agreement at least
seven (7) days ago and has not revoked the Agreement. Accordingly, upon receipt
of the Payment as described within the Agreement, Releasor acknowledges being
fully bound by all provisions of the Agreement.

_________________                           ______________________________(L.S.)
Date                                                 Signature of Releasor

</TEXT>
</DOCUMENT>
</SUBMISSION>
