Preview | Endorsement Agreement |

REDACTED COPY

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTIONS OF THIS

DOCUMENT HAVE BEEN REDACTED

AND HAVE BEEN SEPARATELY

FILED WITH THE COMMISSION

ENDORSEMENT AGREEMENT

This Agreement is entered into on January 13, 2005 between professional golfer, TOM WATSON, (hereinafter referred to as CONSULTANT) and ADAMS GOLF, LTD. (hereinafter referred to as ADAMS GOLF).

WITNESSETH

WHEREAS, ADAMS GOLF desires to obtain the right to use the name, likeness and ENDORSEMENT of CONSULTANT in connection with the advertisement and promotion of ADAMS GOLFS PRODUCT;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

CONTRACT PERIOD

1.	TERM OF CONTRACT

The Term of this Agreement shall be for a period of [^* ^****] years and [*****] months commencing the 1st day of September 2004 and terminating the [*****] day of [*****].

2.	DEFINITIONS

As used in this Agreement, the following terms shall be defined as set forth below:

CONSULTANTS ENDORSEMENT means the right to use the CONSULTANTS name, fame, nickname, autograph, voice, facsimile, signature, photograph, likeness, and image in connection with the marketing, advertising, promotion and sale of ADAMS GOLFS PRODUCT.

B.	PRODUCT shall mean all golf clubs including, but not limited to, metal woods, drivers, fairway woods, irons, iron-woods, utility clubs, wedges, and putters, bags, and headwear.

C.	MANDATORY PRODUCTS shall mean the following ADAMS GOLF PRODUCTS that CONSULTANT must exclusively play/use in all Champions/Senior Professional Golf Association (SPGA) and Professional Golf Association (PGA) events at all times:

[^***** ] Confidential Material redacted and filed separately with the Commission.

[*****]

2.	Sufficient [****] to maintain total minimum of [^^**] ADAMS GOLF [*] (includes [*])[***] at all times

[*****]

4.	[***] (CONSULTANT may continue to place the [*] logo on the [***] consistent with historical practice.)

D.	CONTRACT TERRITORY shall mean the entire world.

CONSULTANTS OBLIGATIONS

3.	CONSULTANTS ENDORSEMENT

CONSULTANT hereby gives and grants to ADAMS GOLF the exclusive right and license to use CONSULTANTS ENDORSEMENT in connection with the manufacture, sale, distribution, advertising and promotion of PRODUCT in the CONTRACT TERRITORY.

4.	EXCLUSIVITY OF ENDORSEMENT

During the term of this Agreement, unless otherwise authorized at the sole discretion of ADAMS GOLF in writing, CONSULTANT shall not:

A.	give the right to use or permit the use of CONSULTANTS name, facsimile signature, nickname, voice or likeness to any other manufacturer or seller of PRODUCT;

B.	sponsor or endorse PRODUCT made or sold by any other manufacturer or seller; or

C.	serve as a CONSULTANT or advisor of any other manufacturer or seller of PRODUCT.

Notwithstanding paragraphs 4A, 4B and 4C above, CONSULTANT shall be entitled to endorse and play the [*****]. The parties expressly agree that CONSULTANT may permit [*****] the use of CONSULTANTS name and/or likeness in [*****] print and/or television advertisement provided that this is executed in a manner consistent with [*****] past [*****] advertising practice using similarly situated professional golfers with competing golf club endorsement agreements that include [*****]. If [*****] use of CONSULTANT varies from past practice of utilizing similarly situated professionals, CONSULTANT will take action to remedy the situation [*****]. If CONSULTANT participates directly in any [*****] sponsored photo shoots for advertising or PR, CONSULTANT shall wear his ADAMS GOLF [*****]. The parties further expressly agree that CONSULTANTS endorsement of the [*****] shall not include the right to place a [*****] logo on his ADAMS GOLF [*****] or the ADAMS GOLF [*****]. If CONSULTANTS relationship with [*****] terminates during this Agreement, CONSULTANT shall be permitted to replace the [*****] endorsement with another [*****] endorsement under the same terms and conditions expressed herein.

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