<SUBMISSION>
<ACCESSION-NUMBER>0001299933-06-003259
<TYPE>DEFA14A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20060509
<DATE-OF-FILING-DATE-CHANGE>20060508
<EFFECTIVENESS-DATE>20060509
<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>DEFA14A
<ACT>34
<FILE-NUMBER>001-14547
<FILM-NUMBER>06817907
</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>DEFA14A
<SEQUENCE>1
<FILENAME>htm_12273.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Ashworth, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	May 5, 2006
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	Ashworth, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-14547
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	84-1052000
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	2765 Loker Avenue West, Carlsbad, California
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	&nbsp;
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	92008
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
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	Registrant&#146;s telephone number, including area code:
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	760-438-6610
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[x]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 1.01 Entry into a Material Definitive Agreement.
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Agreement with Knightspoint Partners II, L.P. and Certain of its Affiliates<br><br>On May 5, 2006, Ashworth, Inc. (the "Company") issued a joint press release with the stockholder group led by Knightspoint Partners II, L.P. (the "Knightspoint Group") announcing that it had entered into an agreement (the "Agreement") with the Knightspoint Group under which, among other things, the Company has agreed to appoint Mr. Peter M. Weil and Mr. David M. Meyer of the Knightspoint Group to its Board of Directors (the "Board") as Class II and Class III directors, respectively, effective May 8, 2006, and will include such individuals in the Board's slate of nominees for election as directors at the Company's 2006 annual meeting of stockholders (the "2006 Annual Meeting"), scheduled to be held on July 17, 2006.  As part of the Agreement, the Knightspoint Group has withdrawn its proposed amendments to the Company's bylaws and its nomination of candidates for election to the Board and has agreed to vote its shares in favor of all of the Board's nominees at the 2006 Annual Meeting.<br><br>In addition, under the terms of the Agreement, a third independent director (the "Third Independent Director"), to be mutually agreed upon by the Knightspoint Group and the Company, will be added to the Board as soon as practicable.  If the Third Independent Director is agreed upon before definitive proxy materials for the 2006 Annual Meeting are filed with the Securities and Exchange Commission, Mr. Weil will be reappointed as a Class I director (to the extent permitted by applicable state law), the Third Independent Director will be appointed as a Class II director, and each will be nominated for election at the 2006 Annual Meeting.  If the Third Independent Director is not agreed upon by such time, however, Mr. Weil will remain a Class II director and be nominated for election at the 2006 Annual Meeting, after which the Board will take all appropriate action, to the extent permitted by applicable state law, to reappoint Mr. Weil from Class II to Class I of the Board, upon appointment of the Third Independent Director as a Class II director.  The Agreement also provides that Mr. Meyer will be appointed to the Compensation and Human Resources Committee of the Board and a new special committee of five directors (the "Special Committee") will be established for the purpose of overseeing the Company's ongoing exploration of strategic alternatives.  The Special Committee will consist of Mr. Randall L. Herrel, Sr., Mr. James B. Hayes, Mr. Stephen G. Carpenter, Mr. Meyer and Mr. Weil.  Mr. Herrel will serve as the chairman of the Special Committee.<br><br>The Agreement also contains standard and customary terms such as the reimbursement of expenses, up to a maximum of $200,000, and a standstill provision, which will be effective until the earlier of (i) one hundred and thirty (130) days prior to the Company's 2007 annual meeting of stockholders or (ii) ten (10) days before the date by which stockholder notices must be delivered to the Company for the 2007 annual meeting pursuant to the applicable provisions of the Company's bylaws. <br><br>The full text of the Agreement is attached as Exhibit 10.1 and is incorporated herein by reference.  The foregoing description does not purport to be a complete summary of the terms of the Agreement and is qualified in its entirety by reference to Exhibit 10.1.<br><br>In connection with their appointment to the Board, Mr. Meyer and Mr. Weil will be eligible to receive the cash compensation payable to non-employee directors pursuant to the Company's non-employee director compensation policy and long-term incentive awards consistent with those granted to the other members of the Board.<br>
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	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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The information provided under Item 1.01 hereof is incorporated herein by reference.
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	Item 9.01 Financial Statements and Exhibits.
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10.1	Settlement Agreement, dated May 5, 2006, by and among the Company and Knightspoint Partners II, L.P.; Knightspoint Capital Management II LLC; Knightspoint Partners LLC; Michael S. Koeneke; David M. Meyer; Starboard Value and Opportunity Master Fund Ltd.; Parche, LLC; Admiral Advisors, LLC; Ramius Capital Group, LLC; C4S & Co., LLC; Peter A. Cohen; Jeffrey M. Solomon; Morgan B. Stark; Thomas W. Strauss; Black Sheep Partners, LLC; Brian Black; and Peter M. Weil.<br><br>99.1	Joint press release of the Company and the Knightspoint Group, dated May 5, 2006.<br>
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<B>
	SIGNATURES
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	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.
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	Ashworth, Inc.
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	&nbsp;&nbsp;
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<I>
	May 8, 2006
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	By:
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<I>
	Randall L. Herrel, Sr.
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	&nbsp;
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<I>
	Name: Randall L. Herrel, Sr.
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<I>
	Title: Chairman, President and CEO
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	10.1
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	&nbsp;
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Settlement Agreement, dated May 5, 2006, by and among the Company and Knightspoint Partners II, L.P.; Knightspoint Capital Management II LLC; Knightspoint Partners LLC; Michael S. Koeneke; David M. Meyer; Starboard Value and Opportunity Master Fund Ltd.; Parche, LLC; Admiral Advisors, LLC; Ramius Capital Group, LLC; C4S & Co., LLC; Peter A. Cohen; Jeffrey M. Solomon; Morgan B. Stark; Thomas W. Strauss; Black Sheep Partners, LLC; Brian Black; and Peter M. Weil.
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	99.1
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	&nbsp;
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Joint press release of the Company and the Knightspoint Group, dated May 5, 2006.
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<TYPE>EX-10.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;10.1</FONT>



<P align="center" style="font-size: 12pt"><B>SETTLEMENT AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">SETTLEMENT AGREEMENT, dated this 5th day of May, 2006 (&#147;Agreement&#148;), among Knightspoint
Partners II, L.P.; Knightspoint Capital Management II LLC; Knightspoint Partners LLC; Michael S.
Koeneke; David M. Meyer; Starboard Value and Opportunity Master Fund Ltd.; Parche, LLC; Admiral
Advisors, LLC; Ramius Capital Group, LLC; C4S &#038; Co., LLC; Peter A. Cohen; Jeffrey M. Solomon;
Morgan B. Stark; Thomas W. Strauss; Black Sheep Partners, LLC; Brian Black and Peter M. Weil (the
foregoing individuals and entities being collectively referred to herein as the &#147;Knightspoint
Group&#148;), and Ashworth, Inc., a Delaware corporation (the &#147;Company&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Knightspoint Group (i)&nbsp;has publicly filed and amended a preliminary proxy
statement on Schedule&nbsp;14A (the &#147;Proxy Statement&#148;) with the Securities and Exchange Commission (the
&#147;SEC&#148;) and indicated that it intends to solicit proxies for the election of its own opposition
slate of nominees (the &#147;Proxy Solicitation&#148;) to the Company&#146;s Board of Directors (the &#147;Board&#148;), and
(ii)&nbsp;has taken certain actions in furtherance thereof; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and the members of the Knightspoint Group have determined that the
interests of the Company and its stockholders would be best served by avoiding the substantial
expense, disruption and adverse publicity that would result from the Proxy Solicitation.


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of the foregoing premises and the respective representations,
warranties, covenants, agreements and conditions hereinafter set forth, and, intending to be
legally bound hereby, the parties hereby agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>New Directors; 2006&nbsp;Annual Meeting of Stockholders (the &#147;2006&nbsp;Annual Meeting&#148;); Related
Matters</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;In accordance with the Company&#146;s Bylaws and pursuant to the Board&#146;s written consent
attached hereto as Exhibit&nbsp;A, effective May&nbsp;8, 2006, the Company shall,



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(i)&nbsp;increase the size of the Board by two (2)&nbsp;and fill the newly created seats by
appointing each of Peter M. Weil and David M. Meyer as a director to the Board to serve on
Class&nbsp;II and Class&nbsp;III, respectively, which individuals hereby consent to their appointment
to the Board and future nomination as contemplated by Paragraph&nbsp;1(b) below;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(ii)&nbsp;authorize the further increase in the size of the Board by one&nbsp;(1) to be effective
upon the appointment of a new director (the &#147;Third Director&#148;) to the Board to serve as a
Class&nbsp;II Director, which Third Director shall be mutually agreed upon as soon as practicable
by the Knightspoint Group, on the one hand, and the Company&#146;s current Board, on the other,
and at such time the Board shall take all appropriate action, to the extent within the power
of the Board and permitted by applicable state law, to move Mr.&nbsp;Weil so that he will serve
as a Class&nbsp;I director;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(iii)&nbsp;create a Special Committee of the Board, which shall have oversight
responsibility for the Company&#146;s strategic alternatives process and may take part in the
daily activities of the process, to the extent it deems appropriate, and will promptly
report all deliberations and recommendations to the Company&#146;s full Board for the Board&#146;s
information and consideration of binding action. The Special Committee shall consist of
five (5)&nbsp;Board members, including Mr.&nbsp;Meyer and Mr.&nbsp;Weil and three&nbsp;(3) Board members
selected by the Company&#146;s current Board; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(iv)&nbsp;appoint Mr.&nbsp;Meyer to the Compensation and Human Resources Committee of the Board.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Company shall (i)&nbsp;cause to be nominated for election as directors to the Board at the
2006 Annual Meeting each of: (x)&nbsp;the existing directors whose terms are currently scheduled to
expire at the 2006 Annual Meeting and any directors that are otherwise required to be put up for
election at the 2006 Annual Meeting; (y)&nbsp;David M. Meyer to serve as Class&nbsp;III director, and (z)
Peter M. Weil and the Third Director to serve as Class&nbsp;I and Class&nbsp;II directors, respectively,
provided that the Third Director has been agreed to prior to the date that definitive proxy
materials relating to the 2006 Annual Meeting are filed with the SEC, and if the Third Director has
not been agreed to prior to such date then Peter M. Weil shall be nominated to serve as a Class&nbsp;II
director (the persons listed in clauses (x), (y)&nbsp;and (z), are collectively referred to herein as
the &#147;2006 Nominees&#148;), (ii)&nbsp;publicly support and recommend that the Company&#146;s stockholders vote to
elect the 2006 Nominees to the Board at the 2006 Annual Meeting, (iii)&nbsp;include the foregoing
recommendation in the Company&#146;s proxy materials for the 2006 Annual Meeting, and (iv)&nbsp;solicit
authority (and the Company&#146;s form of proxy shall so solicit) to vote for the 2006 Nominees at the
2006 Annual Meeting. The Company shall use all commercially reasonable efforts to solicit proxies
and votes in favor of the election of the 2006 Nominees at the 2006 Annual Meeting. Once the
Company and the members of the Knightspoint Group reach agreement on the Third Director, the Board
shall take all appropriate action, to the extent permitted by applicable state law, to move
Mr.&nbsp;Weil from Class&nbsp;II to Class&nbsp;I, and to appoint the Third Director to serve as a Class&nbsp;II
director, so that Mr.&nbsp;Weil shall serve as a Class&nbsp;I director.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The members of the Knightspoint Group, shall vote, and shall use their commercially
reasonable efforts to cause their respective Affiliates and Associates (as defined in Section&nbsp;11
hereof) as identified in the Schedule&nbsp;13D filed by the Knightspoint Group with the SEC on March&nbsp;23,
2006, as amended (the &#147;Schedule&nbsp;13D&#148;), to vote, all Voting Securities (as defined in Section&nbsp;11
hereof) which they are entitled to vote at the 2006&nbsp;Annual Meeting (i)&nbsp;in favor of the election of
each of the 2006&nbsp;Nominees to the Board, and (ii)&nbsp;in accordance with the recommendation of the Board
with respect to the ratification of auditors.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Knightspoint Group hereby withdraws (i)&nbsp;its nominations of Michael S. Koeneke, David M.
Meyer, Michael Hecht, Andrea Weiss, Peter M. Weil and Michael Glazer (and any substitutions for
such individuals) for election to the Board at the 2006&nbsp;Annual Meeting and (ii)&nbsp;each of the other
proposals set forth in the Knightspoint Group notice dated December&nbsp;22, 2005 (the &#147;Notice&#148;) and any
other stockholder proposal with respect to the 2006 Annual Meeting. The Knightspoint Group will
promptly file an amendment to the Schedule&nbsp;13D, reporting the entry into this Agreement, amending
applicable items to conform to its obligations hereunder and appending this Agreement and the Press
Release (as hereinafter defined) as exhibits thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;The 2006&nbsp;Annual Meeting shall be held on July&nbsp;17, 2006 or within 30&nbsp;days thereafter. The
Company and the Board shall not submit any matters to a stockholder vote at the 2006&nbsp;Annual Meeting
other than: (i)&nbsp;the election of the 2006 Nominees to the Board, (ii)&nbsp;the ratification of the
appointment of the Company&#146;s outside auditor, and (iii)&nbsp;any stockholder proposals that are timely
submitted pursuant to Rule&nbsp;14a-8(e) of the Exchange Act that the Company is required to submit to a
stockholder vote pursuant to Rule&nbsp;14a-8 of the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;The Company agrees that the members of the Knightspoint Group shall be entitled to
nominate directors and propose other business at the 2007 annual meeting of stockholders (the &#147;2007
Annual Meeting&#148;), provided that such members comply with all applicable provisions of the Company&#146;s
Bylaws, as currently in effect, and the Company will not take any action to preclude members of the
Knightspoint Group from nominating directors or proposing other business at the 2007 Annual
Meeting, but any such nomination or proposal must be submitted in compliance with the applicable
provisions of the Company&#146;s Bylaws, as currently in effect, and other applicable law. If the Third
Director is not elected to the Board at the 2006 Annual Meeting, the Company shall cause the Third
Director to be nominated for election to the Board at the 2007 Annual Meeting, to serve as a Class
II director, publicly support and recommend that the Company&#146;s stockholders vote to elect the Third
Director to the Board at the 2007 Annual Meeting, and solicit authority (and the Company&#146;s proxy
shall so solicit) to vote for the Third Director at the 2007 Annual Meeting. The obligation to
appoint the Third Director in this Section&nbsp;1(f), and the related obligation to move Mr.&nbsp;Weil from
Class&nbsp;II to Class&nbsp;I upon the appointment of the Third Director that is set forth in the last
sentence of Section&nbsp;1(b), shall survive termination provided that this Agreement is not terminated
on or before the date of the 2006 Annual Meeting.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;The Company agrees that the Special Committee created pursuant to Section&nbsp;1(a)(iii) above
shall remain in place until the earlier to occur of (i)&nbsp;a completed sale of the Company, (ii)&nbsp;two
years after the date hereof, or (iii)&nbsp;such time as 80% of its members shall agree to disband. The
obligation for the Special Committee to remain in place as set forth in this Section 1(g) shall
survive termination provided that this Agreement is not terminated on or before the date of the
2006 Annual Meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>TERMINATION DATE</U>. This Agreement shall remain in full force and effect and shall
be fully binding on the parties hereto in accordance with the provisions hereof until the earlier
of (i)&nbsp;one hundred thirty (130)&nbsp;days prior to the date of the 2007 Annual Meeting and (ii)&nbsp;ten (10)
days before the date by which stockholder notices must be delivered to the Company for the 2007
Annual Meeting pursuant to the applicable provisions of the Company&#146;s Bylaws (the &#147;Termination
Date&#148;). In the event the Company (on the one hand) or any member of the Knightspoint Group (on the
other hand) materially breaches any of their respective obligations hereunder, and such breach, to
the extent curable, is not cured within ten (10)&nbsp;days of receiving written notice thereof from the
non-breaching party, then the obligations, and restrictions imposed, under this Agreement on the
non-breaching party shall terminate.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>STANDSTILL</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;So long as the Company has not breached this Agreement, each member of the Knightspoint
Group severally, and not jointly, agrees that during the period commencing on the date hereof and
ending on the Termination Date, without the prior written consent of the Board specifically
expressed in a written resolution adopted by a majority vote of the entire Board, he, she or it
will not, and will cause each of his, her or its officers, agents and other Persons, including any
Affiliates or Associates identified in the Schedule&nbsp;13D, but excluding the &#147;Other Reporting
Persons&#148; (except for Peter M. Weil) as defined in the Schedule&nbsp;13D, acting on his, her or its
behalf not to:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(i)&nbsp;engage, or in any way participate, directly or indirectly, in any &#147;solicitation&#148;
(as such term is defined in Rule&nbsp;14a-1(l) promulgated by the SEC under the Exchange Act) of
proxies or consents (whether or not relating to the election or removal of directors),
advise, encourage or influence any Person (as defined in Section&nbsp;11 hereof) with respect to
the voting of any Voting Securities with respect to the 2006 Annual Meeting in a manner that
is inconsistent with the terms of this Agreement; or otherwise &#147;solicit&#148; (as such term is
defined in Rule&nbsp;14a-1(l) promulgated by the SEC under the Exchange Act) stockholders of the
Company for the approval of stockholder proposals whether made pursuant to Rule&nbsp;14a-8 or
Rule&nbsp;14a-4 or exempt solicitations pursuant to Rule&nbsp;14a-2(b)(1) Rule&nbsp;14a-2(b)(2) under the
Exchange Act or otherwise induce or encourage any other Person to initiate any such
stockholder proposal;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(ii)&nbsp;form, join or in any way participate in any &#147;group&#148; (within the meaning of
Section&nbsp;13(d)(3) of the Exchange Act) with respect to any Voting Securities, other than a
&#147;group&#148; that includes all or some lesser number of the Persons identified as &#147;Reporting
Persons&#148; in the Schedule&nbsp;13D, but does not include any other members who are not currently
identified as Reporting Persons;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(iii)&nbsp;other than as previously disclosed in the Schedule&nbsp;13D, deposit any Voting
Securities in any voting trust or subject any Voting Securities to any arrangement or
agreement with respect to the voting of any Voting Securities, except as expressly set forth
in this Agreement;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(iv)&nbsp;enter into any arrangements, understanding or agreements (whether written or oral)
with, or advise, finance, assist or encourage, any other Person in connection with any of
the foregoing, or make any investment in or enter into any arrangement with, any other
Person that engages, or offers or proposes to engage, in any of the foregoing;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(v)&nbsp;discuss or communicate any confidential information with respect to the Company and
its business, including but not limited to information related to the evaluation of any
strategic alternatives under consideration by the Board, with Michael Hecht; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(vi)&nbsp;take or cause or induce others to take any action inconsistent with any of the
foregoing.


<P align="left" style="font-size: 12pt">It is understood and agreed that the foregoing shall not be deemed to prohibit (y)&nbsp;any of the
members of the Knightspoint Group who are directors of the Company from engaging in any lawful acts
that they deem appropriate in the exercise of their fiduciary duties as directors of the Company or
(z)&nbsp;any members of the Knightspoint Group from making any public statements regarding the Company
in response to any public communication or announcement with respect to the Company, including,
without limitation, in connection with any public proposal, stockholder vote or with respect to any
publicly proposed strategic alternatives related to the Company, but not including any public
statement with respect to the stockholder vote at the 2006 Annual Meeting regarding the 2006
Nominees.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U>RELEASE</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Knightspoint Group hereby agrees for the benefit of the Company, and each officer,
director, stockholder, agent, affiliate, employee, attorney, assigns, predecessor, and successor,
past and present, of the Company (the Company and each such person being a &#147;Company Released
Person&#148;) as follows: The Knightspoint Group, for themselves and for their members, officers,
directors, assigns, agents, and successors, past and present, hereby agree and confirm that,
effective from and after the date of this Agreement, they hereby acknowledge full and complete
satisfaction of, and covenant not to sue, and forever fully release and discharge each Company
Released Person of, and hold each Company Released Person harmless from, any and all rights,
claims, warranties, demands, debts, obligations, liabilities, costs, attorneys&#146; fees, expenses,
suits, losses, and causes of action (&#147;Claims&#148;) of any nature whatsoever, whether known or unknown,
suspected or unsuspected, arising in respect of or in connection with the Proxy Solicitation,
including the nomination and election of directors at the 2006&nbsp;Annual Meeting or the other
proposals contained in the Notice, occurring any time or period of time on or prior to the date of
this Agreement (including the future effects of such occurrences, conditions, acts or omissions).


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Company hereby agrees for the benefit of the Knightspoint Group, and each member,
officer, director, stockholder, agent, affiliate, employee, attorney, assign, predecessor, and
successor, past and present, of the Knightspoint Group (the Knightspoint Group and each such person
being a &#147;Knightspoint Group Released Person&#148;) as follows: The Company, for itself and for its
officers, directors, assigns, agents, and successors, past and present, hereby agrees and confirms
that, effective from and after the date of this Agreement, it hereby acknowledges full and complete
satisfaction of, and covenants not to sue, and forever fully releases and discharges each
Knightspoint Group Released Person of, and hold each Knightspoint Group Released Person harmless
from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs,
attorneys&#146; fees, expenses, suits, losses, and causes of action (&#147;Claims&#148;) of any nature whatsoever,
whether known or unknown, suspected or unsuspected, arising in respect of or in connection with the
Proxy Solicitation, any Schedule&nbsp;13D or proxy filings made prior to the date hereof or in respect
of or in connection with the nomination and election of directors at the 2006&nbsp;Annual Meeting or the
other proposals contained in the Notice, occurring any time or period of time on or prior to the
date of this Agreement (including the future effects of such occurrences, conditions, acts or
omissions).


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;<U>REPRESENTATIONS AND WARRANTIES OF THE KNIGHTSPOINT GROUP</U>. Each of the members of
the Knightspoint Group severally, and not jointly, represents and warrants as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Each member of the Knightspoint Group has the power and authority to execute, deliver and
carry out the terms and provisions of this Agreement and to consummate the transactions
contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;This Agreement has been duly and validly authorized, executed, and delivered by each
member of the Knightspoint Group, constitutes a valid and binding obligation and agreement of each
such member, and is enforceable against each such member in accordance with its terms.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The members of the Knightspoint Group, together with their Affiliates and Associates,
beneficially own, directly or indirectly, as of the date hereof, an aggregate of in excess of
1,000,000 shares of Common Stock of the Company as set forth in SCHEDULE&nbsp;A attached hereto which
constitutes all of the Voting Securities of the Company beneficially owned by the members of the
Knightspoint Group and their Affiliates and Associates.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;The execution, delivery and performance of this Agreement by each member of the
Knightspoint Group does not and will not violate or conflict with (i)&nbsp;any law, rule, regulation,
order, judgment or decree applicable to it, or (ii)&nbsp;result in any breach or violation of or
constitute a default (or an event which with notice or lapse of time or both could become a
default) under or pursuant to, or result in the loss of a material benefit under, or give any right
of termination, amendment, acceleration or cancellation of, any organizational document, agreement,
contract, commitment, understanding or arrangement to which such member is a party or by which it
is bound.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;No consent, approval, authorization, license or clearance of, or filing or registration
with, or notification to, any court, legislative, executive or regulatory authority or agency is
required in order to permit such member to perform such member&#146;s obligations under this Agreement,
except for such as have been obtained.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;<U>REPRESENTATIONS AND WARRANTIES OF THE COMPANY</U>. The Company hereby represents and
warrants as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Company has the corporate power and authority to execute, deliver and carry out the
terms and provisions of this Agreement and to consummate the transactions contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;This Agreement has been duly and validly authorized, executed and delivered by the
Company, constitutes a valid and binding obligation and agreement of the Company, and is
enforceable against the Company in accordance with its terms.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The execution, delivery and performance of this Agreement by the Company does not and will
not violate or conflict with (i)&nbsp;any law, rule, regulation, order, judgment or decree applicable to
it, or (ii)&nbsp;result in any breach or violation of or constitute a default (or an event which with
notice or lapse of time or both could become a default) under or pursuant to, or result in the loss
of a material benefit under, or give any right of termination, amendment, acceleration or
cancellation of, any organizational document, agreement, contract, commitment, understanding or
arrangement to which the Company is a party or by which it is bound.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;No consent, approval, authorization, license or clearance of, or filing or registration
with, or notification to, any court, legislative, executive or regulatory authority or agency is
required in order to permit the Company to perform its obligations under this Agreement, except for
such as have been obtained.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;<U>SPECIFIC PERFORMANCE</U>. Each of the members of the Knightspoint Group, on the one
hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the
other party hereto would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached and that such injury
would not be adequately compensable in damages. It is accordingly agreed that the members of the
Knightspoint Group, on the one hand, and the Company, on the other hand (the &#147;Moving Party&#148;), shall
each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the
terms hereof and the other party hereto will not take action, directly or indirectly, in opposition
to the Moving Party seeking such relief on the grounds that any other remedy or relief is available
at law or in equity. The Company and each member of the Knightspoint Group hereby agree to waive
any requirements relating to the securing or posting of any bond in connection with seeking any
remedy hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;<U>PRESS RELEASE</U>. As soon as practicable following the execution and delivery of this
Agreement, the Company and the Knightspoint Group shall issue the joint press release attached
hereto as Exhibit&nbsp;B (the &#147;Press Release&#148;). None of the parties hereto will prior to the
Termination Date make any public statements (including in any filing with the SEC or any other
regulatory or governmental agency, including any stock exchange) that are inconsistent with, or
otherwise contrary to, the statements in the Press Release issued pursuant to this Section&nbsp;8,
unless otherwise required by law. Notwithstanding the foregoing, following the date hereof, none
of the members of the Knightspoint Group, including their Affiliates or Associates identified in
the Schedule&nbsp;13D, shall prior to the Termination Date issue or cause the publication of any press
release or other public announcement with respect to this Agreement, the Company, its management or
the Board or the Company&#146;s business without prior written consent of the Board, provided, however,
that the Knightspoint Group may (i)&nbsp;file a new Schedule&nbsp;13D or an amendment or amendments to the
Schedule&nbsp;13D in accordance with Section&nbsp;1(c) of this Agreement or as otherwise required by law,
(ii)&nbsp;make other filings as required by law, (iii)&nbsp;make any announcement or communication that is
consistent with its obligations pursuant to Section&nbsp;3 hereof, including, without limitation, any
public announcements or positions as it deems appropriate to the extent the Company or a
stockholder of the Company makes a public announcement regarding an extraordinary transaction of
any kind or nature involving the Company, or (iv)&nbsp;make filings or public announcements that the
2006 Nominees upon election to the Board deem appropriate in the exercise of their fiduciary
duties.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>EXPENSES</U>. Not later two (2)&nbsp;business days following receipt of all appropriate
written documentation evidencing the reasonable, documented out-of-pocket fees and expenses listed
in Exhibit&nbsp;C attached hereto, the Company shall reimburse the Knightspoint Group for such expenses
incurred in connection with the Proxy Solicitation, including without limitation, its Schedule&nbsp;13D
and preliminary proxy statement filings, each as amended, and the negotiation and execution of this
Agreement and all related activities and matters.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;<U>NO WAIVER</U>. All waivers of this Agreement shall be in writing. Any waiver by
either the Representative (as hereinafter defined) or the Company of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure of either the
Representative or the Company to insist upon strict adherence to any term of this Agreement on one
or more occasions shall not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;<U>CERTAIN DEFINITIONS</U>. As used in this Agreement, (a)&nbsp;the term &#147;Person&#148; shall mean
any individual, partnership, corporation, group, syndicate, trust, government or agency, or any
other organization, entity or enterprise; (b)&nbsp;the terms &#147;Affiliates&#148; and &#147;Associates&#148; shall have
the meanings set forth in Rule&nbsp;12b-2 under the Exchange Act and shall include Persons who become
Affiliates or Associates of any Person subsequent to the date hereof; and (c)&nbsp;the term &#147;Voting
Securities&#148; shall mean any securities of the Company entitled to vote in the election of directors
of the Company, or securities convertible into or exercisable or exchangeable for such securities,
whether or not subject to the passage of time or other contingencies.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;<U>SUCCESSORS AND ASSIGNS</U>. Neither this Agreement nor any right, interest or
obligation hereunder may be assigned by any party hereto without the prior written consent of the
other parties hereto and any attempt to do so will be void. Subject to the preceding sentence,
this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto
and their respective successors and assigns.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;<U>SURVIVAL.</U> Provided that this Agreement is not terminated on or before the date of
the 2006 Annual Meeting, the Company&#146;s obligations with respect to the appointment of the Third
Director and retaining the Special Committee in place as specified in Sections 1(f) (including the
related obligation to move Mr.&nbsp;Weil from Class&nbsp;II to Class&nbsp;I upon the appointment of the Third
Director that is set forth in the last sentence of Section&nbsp;1(b)) and (g)&nbsp;hereto shall survive
termination. The provisions of Section&nbsp;4 of this Agreement shall survive the Termination Date. In
addition, all representations and warranties made by the parties in this Agreement under Sections&nbsp;5
and 6 shall survive until the Termination Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;<U>ENTIRE AGREEMENT; AMENDMENTS</U>. This Agreement contains the entire understanding of
the parties hereto with respect to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings other than those expressly set
forth herein. This Agreement may be amended, modified or waived only by a written instrument duly
executed by the parties hereto or their respective successors or assigns.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;<U>HEADINGS</U>. The section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;<U>NOTICES</U>. All notices, demands and other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given (a)&nbsp;when delivered by hand (with written confirmation of receipt), (b)&nbsp;upon sending
if sent by e-mail or facsimile, with electronic confirmation of sending; provided, however, that a
copy is sent on the same day by registered mail, return receipt requested, in each case to the
appropriate mailing and e-mail or facsimile addresses set forth below (or to such other mailing,
facsimile and e-mail addresses as a party may designate by notice to the other parties in
accordance with this provision), (c)&nbsp;upon receipt, after being sent by a nationally recognized
overnight carrier to the addresses set forth below (or to such other mailing addresses as a party
may designate by notice to the other parties in accordance with this Section&nbsp;16) or (d)&nbsp;when
actually delivered if sent by any other method that results in delivery (with written confirmation
of receipt):


<P align="left" style="font-size: 12pt; text-indent: 4%">If to the Company:



<P align="left" style="margin-left:4%; font-size: 12pt">Ashworth, Inc.
<BR>
2765 Loker Avenue West
<BR>
Carlsbad, CA 92008
<BR>
Attn: Corporate Secretary


<P align="left" style="font-size: 12pt; text-indent: 4%">with a copy to:



<P align="left" style="margin-left:4%; font-size: 12pt">Gibson, Dunn &#038; Crutcher LLP
<BR>
4 Park Plaza, Suite&nbsp;1400
<BR>
Irvine, CA 92614
<BR>
Attn: Mark W. Shurtleff, Esq.
<BR>
Telecopy: (949)&nbsp;451-4220
<BR>
Email: mshurtleff@gibsondunn.com


<P align="left" style="font-size: 12pt; text-indent: 4%">If to the Knightspoint Group:



<P align="left" style="margin-left:4%; font-size: 12pt">David M. Meyer
<BR>
c/o Knightspoint Partners LLC
<BR>
787 Seventh Avenue, 9th Floor
<BR>
New York, New York 10019


<P align="left" style="font-size: 12pt; text-indent: 4%">with a copy to:



<P align="left" style="margin-left:4%; font-size: 12pt">McDermott Will &#038; Emery LLP
<BR>
227 West Monroe Street
<BR>
Chicago, IL 60606
<BR>
Attention: Stanley H. Meadows, Esq.
<BR>
Telecopy: (312)&nbsp;984-7700
<BR>
Email: smeadows@mwe.com


<P align="left" style="font-size: 12pt">or to such other address as the Person to whom notice is given may have previously furnished to the
others in writing in the manner set forth above.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;<U>GOVERNING LAW</U>. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without reference to the conflict of laws
principles thereof. Each party hereto agrees, on behalf of itself and its Affiliates and
Associates, that any actions, suits or proceedings arising out of or relating to this Agreement or
the transactions contemplated hereby will be brought solely and exclusively in the courts of the
State of Delaware and/or the courts of the United States of America located in the State of
Delaware (and the parties agree not to commence any action, suit or proceeding relating thereto
except in such courts), and further agrees that service of any process, summons, notice or document
by U.S. registered mail to the respective addresses set forth in Section&nbsp;16 will be effective
service of process for any such action, suit or proceeding brought against any party in any such
court. Each party, on behalf of itself and its Affiliates and Associates, irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit or proceeding
arising out of this Agreement or the transactions contemplated hereby, in the courts of the State
of Delaware or the United States of America located in the State of Delaware, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in any inconvenient
forum. Any judgment rendered by a Delaware court may be enforced in any other jurisdiction in the
United States. Nothing in this Section&nbsp;17 shall prevent any of the parties hereto from enforcing
its rights under this Agreement or shall impose any limitation on any of the parties or their
respective past, present or future general partners, directors, officers, or employees in defending
any claim, action, cause of action, suit, administrative action or proceeding of any kind,
including, without limitation, any federal, state or other governmental proceeding of any kind,
against any of them. The rights and remedies provided in this Agreement are cumulative and do not
exclude any rights or remedies provided by law.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;<U>COUNTERPARTS</U>. This Agreement may be executed in counterparts, each of which shall
be an original, but all of which together shall constitute one and the same Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">19.&nbsp;<U>KNIGHTSPOINT GROUP REPRESENTATIVE</U>. Each member of the Knightspoint Group hereby
irrevocably appoints David&nbsp;M. Meyer as such member&#146;s attorney-in-fact and representative (the
&#147;Representative&#148;), in such member&#146;s place and stead, to do any and all things and to execute any
and all documents and give and receive any and all notices or instructions in connection with this
Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as
being binding on each member of the Knightspoint Group, upon any action taken by the Representative
or upon any document, notice, instruction or other writing given or executed by the Representative.


<P align="left" style="font-size: 12pt; text-indent: 4%">20.&nbsp;<U>SEVERABILITY</U>. If any terms, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and
declared to be the intention of the parties that the parties would have executed the remaining
terms, provisions, covenants and restrictions without including any of such which may be hereafter
declared invalid, void or unenforceable. In addition, the parties agree to use all commercially
reasonable efforts to agree upon and substitute a valid and enforceable term, provision, covenant
or restriction for any of such that is held invalid, void or enforceable by a court of competent
jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 4%">21.&nbsp;<U>LITIGATION EXPENSES</U>. In the event of any litigation among any of the parties
hereto concerning this Agreement or the transactions contemplated hereby, the prevailing party in
such litigation shall be entitled to reimbursement from the party opposing such prevailing party of
all reasonable attorneys&#146; fees and costs incurred in connection therewith


<P align="left" style="font-size: 12pt; text-indent: 4%">22.&nbsp;<U>NO ADMISSION.</U> Nothing contained herein shall constitute an admission by any party
hereto of liability or wrongdoing. The obligations of the members of the Knightspoint Group
hereunder shall be several and not joint. The Company acknowledges and agrees that in no event
shall the Other Reporting Persons, as defined in the Schedule&nbsp;13D, except for Peter M. Weil, be
obligated or liable with respect to any of the matters set forth in this Agreement.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
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<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties
has executed or caused this Agreement to be executed on the date first above written.



<P align="left" style="margin-left:23%; font-size: 12pt">ASHWORTH, INC.



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ Randall L. Herrel, Sr.<BR>
Name: Randall L. Herrel, Sr.<BR>
Title: President and Chief Executive Officer<BR>

&nbsp;


<P align="left" style="margin-left:23%; font-size: 12pt">KNIGHTSPOINT PARTNERS II, L.P.



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ David Meyer<BR>
Name: David Meyer<BR>
Title: Managing Member<BR>



<P align="left" style="margin-left:23%; font-size: 12pt">KNIGHTSPOINT CAPITAL
<BR>
MANAGEMENT II LLC



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ David Meyer<BR>
Name: David Meyer<BR>
Title: Managing Member<BR>



<P align="left" style="margin-left:23%; font-size: 12pt">KNIGHTSPOINT PARTNERS LLC



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ David Meyer<BR>
Name: David Meyer<BR>
Title: Managing Member<BR>


<P align="center" style="font-size: 10pt; display: none">2
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<P align="left" style="margin-left:23%; font-size: 12pt">STARBOARD VALUE AND
<BR>
OPPORTUNITY MASTER FUND LTD.



<P align="left" style="margin-left:23%; font-size: 12pt">PARCHE, LLC



<P align="left" style="margin-left:23%; font-size: 12pt">ADMIRAL ADVISORS, LLC



<P align="left" style="margin-left:23%; font-size: 12pt">By: RAMIUS CAPITAL GROUP, LLC
<BR>
Its: Managing Member



<P align="left" style="margin-left:23%; font-size: 12pt">By: C4S &#038; CO., LLC



<P align="left" style="margin-left:23%; font-size: 12pt"><BR>
Its: Managing Member



<P align="left" style="margin-left:23%; font-size: 12pt">RAMIUS CAPITAL GROUP, LLC



<P align="left" style="margin-left:23%; font-size: 12pt">By: C4S &#038; CO., LLC
<BR>
Its: Managing Member



<P align="left" style="margin-left:23%; font-size: 12pt">C4S &#038; CO., LLC



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ Morgan Stark<BR>
Name: Morgan Stark<BR>
Title: Authorized Signatory<BR>


<P align="center" style="font-size: 10pt; display: none">3
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<P align="left" style="margin-left:23%; font-size: 12pt">BLACK SHEEP PARTNERS, LLC



<P align="left" style="margin-left:23%; font-size: 12pt">By: /s/ Brian Black<BR>
Name: Brian Black<BR>
Title: Managing Member<BR>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>/</B>s/ Michael S. Koeneke
<BR>
Michael&nbsp;S.&nbsp;Koeneke



<P align="left" style="margin-left:23%; font-size: 12pt"><B>/</B>s/ David Meyer
<BR>
David&nbsp;M.&nbsp;Meyer



<P align="left" style="margin-left:23%; font-size: 12pt"><B>/</B>s/ Peter A. Cohen
<BR>
Peter A. Cohen



<P align="left" style="margin-left:23%; font-size: 12pt"><B>/</B>s/ Jeffrey M. Solomon
<BR>
Jeffrey M. Solomon



<P align="left" style="margin-left:23%; font-size: 12pt"><B>/</B>s/ Morgan B. Stark
<BR>
Morgan B. Stark



<P align="left" style="margin-left:23%; font-size: 12pt"><B>/</B>s/ Thomas W. Strauss
<BR>
Thomas W. Strauss



<P align="left" style="margin-left:23%; font-size: 12pt"><B>/</B>s/ Brian Black
<BR>
Brian Black



<P align="left" style="margin-left:23%; font-size: 12pt"><B>/</B>s/ Peter M. Weil
<BR>
Peter M. Weil



<P align="center" style="font-size: 10pt; display: none">4


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<P align="right" style="font-size: 10pt"><FONT style="font-size: 11pt">Exhibit&nbsp;99.1</FONT>



<P align="center" style="font-size: 11pt"><B>ASHWORTH, INC. REACHES AGREEMENT WITH THE KNIGHTSPOINT GROUP</B>



<P align="left" style="font-size: 11pt"><B>CARLSBAD, Calif., May&nbsp;5, 2006 </B>&#150; Ashworth, Inc. (NASDAQ: ASHW) and The Knightspoint Group
(&#147;Knightspoint&#148;) today announced that they have reached an agreement relating to Ashworth&#146;s
upcoming 2006 Annual Meeting of Stockholders.


<P align="left" style="font-size: 11pt">Under the terms of the Settlement Agreement, the Company has appointed two of Knightspoint&#146;s
proposed candidates, David M. Meyer, Managing Member of Knightspoint Partners LLC, and Peter M.
Weil, Partner of Lighthouse Retail Group LLC, as new independent directors to the Board of
Directors, effective May&nbsp;8, 2006.&nbsp; David Meyer and Peter Weil will be included in the Company&#146;s
proxy statement as candidates for election at the 2006 Annual Meeting.&nbsp; In addition, a third
independent director, to be mutually agreed upon by Knightspoint and the Company, will be added to
the Board as soon as practicable. Under the terms of the Settlement Agreement, Mr.&nbsp;Meyer will be
appointed to the Compensation and Human Resources Committee and a new Special Committee of five
directors will be promptly established (with three of the committee members designated by the
Company and two by Knightspoint) for the purpose of overseeing the Company&#146;s ongoing exploration of
strategic alternatives. As part of the settlement, Knightspoint has withdrawn its proposed By-law
amendments and its nomination of candidates for election to the Board of Directors and has agreed
to vote its shares in favor of all of the Board&#146;s nominees.&nbsp; The Annual Meeting has been scheduled
for July&nbsp;17, 2006.


<P align="left" style="font-size: 11pt">Randall L. Herrel, Sr., Ashworth&#146;s Chairman and Chief Executive Officer, said, &#147;We are pleased that
this matter has been resolved in a manner that serves the best interests of all Ashworth
stockholders.&nbsp; Our Board and management team remain focused on continuing to implement the profit
improvement initiatives we outlined late last year and further improving the Company&#146;s operations
and financial performance.&nbsp; Furthermore, our Board continues to actively work with our independent
financial advisor to identify and evaluate a range of strategic alternatives to enhance stockholder
value, including a possible sale of the Company.&#148;


<P align="left" style="font-size: 11pt">James B. Hayes, lead independent director of Ashworth&#146;s Board of Directors, said, &#147;The Board of
Directors is committed to enhancing value for all Ashworth stockholders.&nbsp; We welcome the input we
have received from Knightspoint and believe this agreement represents a positive result for our
Company and our stockholders.&nbsp; We look forward to working closely with David and Peter and
benefiting from their years of experience to help the Company continue to enhance stockholder
value.&#148;


<P align="left" style="font-size: 11pt">On behalf of Knightspoint, Michael S. Koeneke, Managing Member of Knightspoint Partners, said, &#147;We
are pleased to be able to work constructively with Ashworth with the shared goal of maximizing the
value of the Company. We look forward to playing an active role in the Company&#146;s ongoing
exploration of strategic alternatives and are confident that our nominees to the Board will bring
the energy and determination to help see the process through to a successful conclusion.&#148;


<P align="center" style="font-size: 10pt; display: none">1
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<P align="left" style="font-size: 11pt"><B>David Meyer</B>
<BR>
Mr.&nbsp;Meyer, 37, is a Managing Member of Knightspoint Partners LLC, an investment firm he co-founded
in March&nbsp;2003. Mr.&nbsp;Meyer has served as Chairman of the Board of Directors of CPI Corp. (NYSE: CPY)
since April&nbsp;2004 and served as a member of the interim Office of the Chief Executive of CPI Corp.
in 2004&#150;2005. From 1995 to 2002, Mr.&nbsp;Meyer served in various capacities at Credit Suisse First
Boston including, as a director in the Mergers and Acquisitions and Global Industrial and Services
Groups in the firm&#146;s London office.


<P align="left" style="font-size: 11pt">Mr.&nbsp;Meyer received a B.S. in Engineering/Operations Research from Princeton University in 1990 and
an M.B.A. from Stanford University in 1995.


<P align="left" style="font-size: 11pt"><B>Peter Weil</B>
<BR>
Mr.&nbsp;Weil, 54, is a Partner of Lighthouse Retail Group LLC, a consulting firm specializing in
improving operating and positioning strategies for retailers. From 1996 to 2004, he was Senior
Vice President/Director of Retail Forward, formerly PriceWaterhouseCoopers&#146; retail consulting
group. He previously held Senior Vice President positions with Macys, Marshalls, and J Baker/Morse
Shoe in merchandising and supply chain management. Mr.&nbsp;Weil&#146;s consulting clients have included
Hewlett-Packard, Disney, Brooks Brothers, Nordstrom, Family Dollar and Loblaws.


<P align="left" style="font-size: 11pt"><B>About Ashworth, Inc.</B>


<P align="left" style="font-size: 11pt"><B>Ashworth, Inc. </B>is a designer of men&#146;s and women&#146;s golf-inspired lifestyle sportswear distributed
domestically and internationally in golf pro shops, resorts, upscale department and specialty
stores and to corporate customers. Ashworth products include three main brand extensions. Ashworth
Collection&#153; is a range of upscale sportswear designed to be worn on and off course. Ashworth
Authentics&#153; showcases popular items from the Ashworth line. Ashworth Weather Systems&#174; utilizes
technology to create a balance between fashion and function in a variety of climatic conditions.
Callaway Golf is a trademark of Callaway Golf Company. Ashworth, Inc., 2765 Loker Avenue West,
Carlsbad, CA 92008 is an Official Licensee of Callaway Golf Company.


<P align="left" style="font-size: 11pt">In July&nbsp;2004, Ashworth, Inc. acquired Gekko Brands, LLC (&#147;Gekko&#148;), a leading designer, producer and
distributor of headwear and apparel under The Game&#174; and Kudzu&#174; brands. This strategic acquisition
provides opportunity for additional growth in three new, quality channels of distribution for the
Ashworth&#174; and Callaway Golf apparel brands as well as further growth from The Game and Kudzu
brands&#146; sales into the Company&#146;s three traditional distribution channels. The Game brand products
are marketed primarily under other licenses to over 1,000 colleges and universities, as well as to
the PGA TOUR, resorts, entertainment complexes and sporting goods dealers that serve the high
school and college markets. The Game&#174; brand is one of the leading headwear brands in the
College/Bookstore distribution channel. The Kudzu&#174; brand products are sold into the NASCAR/racing
markets and through outdoor sports distribution channels, including fishing and hunting.


<P align="left" style="font-size: 11pt">To learn more, please visit our Web site at www.ashworthinc.com.

&nbsp;

<P align="left" style="font-size: 11pt"><B>About The Knightspoint Group</B>


<P align="left" style="font-size: 11pt">Knightspoint Partners LLC is an investment firm that takes active positions in undervalued public
companies and, as necessary, pursues value-creating change.

&nbsp;

<P align="center" style="font-size: 10pt; display: none">2
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<P align="left" style="font-size: 11pt"><B>Forward Looking Statements</B>


<P align="left" style="font-size: 11pt"><B>&nbsp;</B>


<P align="left" style="font-size: 11pt"><FONT style="font-size: 10pt">This press release contains forward-looking statements related to the Company&#146;s market
position, finances, operating results, marketing and business plans and strategies within the
meaning of Section&nbsp;27A of the Securities Act and Section&nbsp;21E of the Securities Exchange Act of
1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no obligation to update
any forward-looking statements, whether as a result of new information, changed circumstances or
unanticipated events unless required by law. These statements involve risks and uncertainties that
could cause actual results to differ materially from those projected. These risks include the
identification and evaluation of strategic alternatives, the actual or threatened proxy
solicitation by third parties, timely development and acceptance of new products, as well as
strategic alliances, the integration of the Company&#146;s acquisition of Gekko Brands LLC, the impact
of competitive products and pricing, the success of the Callaway Golf apparel product line, the
preliminary nature of bookings information, the ongoing risk of excess or obsolete inventory, the
potential inadequacy of booked reserves, the successful operation of the new distribution facility
in Oceanside, CA, and other risks described in Ashworth, Inc.&#146;s SEC reports, including the annual
report on Form 10-K for the year ended October&nbsp;31, 2005, quarterly reports on Form 10-Q filed
thereafter and amendments to any of the foregoing reports, including the Form 10-K/A for the year
ended October&nbsp;31, 2005.
</FONT>

<P align="left" style="font-size: 10pt; text-indent: 4%"><I>Ashworth, Inc. will file a proxy statement in connection with its 2006 annual meeting of
stockholders. Ashworth stockholders are strongly advised to read the proxy statement when it
becomes available, as it will contain important information. Stockholders will be able to obtain
this proxy statement, any amendments or supplements to the proxy statement and other documents
filed by Ashworth with the Securities and Exchange Commission for free at the Internet website
maintained by the Securities and Exchange Commission at </I><U><I>www.sec.gov</I></U><I>. Copies of the proxy
statement and any amendments and supplements to the proxy statement will also be available for free
at Ashworth&#146;s Internet website at </I><U><I>www.ashworthinc.com</I></U><I> or by writing to Ashworth, Inc., 2765
Loker Avenue West, Carlsbad, CA 92008. In addition, copies of the proxy materials may be requested
by contacting our proxy solicitor, MacKenzie Partners, Inc. at (800)&nbsp;322-2885 toll-free or by email
at </I><U><I>proxy@mackenziepartners.com</I></U><I>.</I>


<P align="left" style="font-size: 10pt; text-indent: 4%"><I>Ashworth, its directors and certain of its executive officers are participants in a
solicitation of proxies for Ashworth&#146;s 2006 annual meeting of stockholders. Information regarding
these participants and their interests is contained in a filing under Rule&nbsp;14a-12 filed by Ashworth
with the Securities and Exchange Commission on March&nbsp;31, 2006.</I>

&nbsp;

<P align="center" style="font-size: 10pt"><FONT style="font-size: 11pt"># # #</FONT>


&nbsp;

<P align="left" style="font-size: 11pt"><B>Contacts:</B>

&nbsp;
<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>For Ashworth:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Randall L. Herrel, Sr., Chairman &#038; CEO<BR>
Winston Hickman, CFO<BR>
(760)&nbsp;438-6610<BR>
MacKenzie Partners, Inc.<BR>
Dan Burch / Amy Bilbija<BR>
(212)&nbsp;929-5500<BR>
Joele Frank, Wilkinson Brimmer Katcher
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR>
<BR>
<B>For Knightspoint:</B></TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Matthew Sherman / Jamie Moser<BR>
(212)&nbsp;355-4449
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">David Meyer / Michael Koeneke<BR>
(212)&nbsp;786-6050</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <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>
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</DIV>



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