<PAGE>

                                                                     EXHIBIT 4.2

                               [FORM OF NEW NOTE]

                          GOLFSMITH INTERNATIONAL, INC.

                      8.375% SENIOR SECURED NOTES DUE 2009

CUSIP No.
No.                                                             $

         This Note is issued with original issue discount for purposes of
Section 1271 et seq. of the Internal Revenue Code. For each $1,000 of principal
amount of this Note, the issue price is $800.00 and the amount of original issue
discount is $200.00. The issue date of this Note is      , 2003 and the yield to
Maturity is 13.063% (assuming mandatory redemption of the maximum principal
amount at Maturity of the Notes provided in Section 3.01 of the Indenture).

         Golfsmith International, Inc., a Delaware corporation (the "Company,"
which term includes any successor entity), for value received promises to pay to
__________ or registered assigns the principal sum of ________ Dollars (or such
principal amount as may be set forth in the records of the Trustee hereinafter
referred to in accordance with the Indenture) on October 15, 2009, and to pay
interest thereon as hereinafter set forth.

         Interest Rate: 8.375%

         Interest Payment Dates: Interest will be payable semi-annually in cash
in arrears on March 1 and September 1 of each year, beginning on March 1, 2003.

         Record Dates: February 15 and August 15

         Reference is made to the further provisions of this Note contained on
the reverse side of this Note, which will for all purposes have the same effect
as if set forth at this place.

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

                                        GOLFSMITH INTERNATIONAL, INC.

                                        By: ________________________________
                                             Name:
                                             Title:

Dated:          , 2003

                      TRUSTEE CERTIFICATE OF AUTHENTICATION

         This is one of the 8.375% Senior Secured Notes due 2009 referred to in
the within-mentioned Indenture.

                                        U.S. BANK TRUST NATIONAL ASSOCIATION, as
                                        Trustee

Dated:          , 2003                  By: ________________________________
                                             Authorized Signatory

<PAGE>

                              (REVERSE OF SECURITY)

                       8.375% SENIOR SECURED NOTE DUE 2009

                  1.       Interest. Golfsmith International, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Note will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from and including the date of issuance. The Company will pay
interest semi-annually in arrears on each Interest Payment Date, commencing
March 1, 2003. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

                  2.       Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date even if the Notes are cancelled on registration of
transfer or registration of exchange after such Record Date and on or before
such Interest Payment Date. Holders must surrender Notes to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by check payable in such U.S. Legal Tender. The
Company may deliver any such interest payment to the Paying Agent or to a Holder
at the Holder's registered address.

                  3.       Paying Agent and Registrar. Initially, U.S. Bank
Trust National Association (the "Trustee") will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-Registrar
without notice to the Holders. The Company may act as Paying Agent or Registrar.

                  4.       Indenture. The Notes and the Guarantees were issued
under an Indenture, dated as of October 15, 2002 (the "Indenture"), among the
Company, the Guarantors and the Trustee. Capitalized terms herein are used as
defined in the Indenture unless otherwise defined herein. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Notes are subject to all such terms, and
Holders of Notes are referred to the Indenture and the TIA for a statement of
them. The Notes are senior secured obligations of the Company. Each Holder, by
accepting a Note, agrees to be bound by all of the terms and provisions of the
Indenture, as the same may be amended from time to time.

                  5.       Redemption.

                  (a)      Optional Redemption Prior to October 15, 2006. The
Notes will be redeemable at the option of the Company, in whole or in part at
any time or from time to time, at any time prior to October 15, 2006, at a
Redemption Price equal to the greater of (1) 100% of the Accreted Value of the
Notes being redeemed and (2) the sum of the present values of 106.50% of the
Accreted Value of the Notes being redeemed and scheduled payments of interest on
such Notes to and including October 15, 2006 discounted to the Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 50 basis points, together in either case with
accrued and unpaid interest, if any, to the Redemption Date.

<PAGE>

         "Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to Maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption period.

         "Comparable Treasury Issue" means the United States Treasury security
selected by a Reference Treasury Dealer appointed by the Company as having a
Maturity comparable to the remaining term of the Notes (as if the final Maturity
of the Notes was October 15, 2006) that would be utilized at the time of
selection and in accordance with customary financial practice in pricing new
issues of corporate debt securities of comparable Maturity to the remaining term
of the Notes (as if the final Maturity of the Notes was October 15, 2006).

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such Business Day , (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotation or (B)
if we obtain fewer than three such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations.

         "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such Redemption Date.

         "Reference Treasury Dealer" means any primary U.S. government
securities dealer in the City of New York (a "Primary Treasury Dealer") selected
by the Company.

                  (b)      Optional Redemption on or After October 15, 2006. The
Notes will be redeemable at the option of the Company, in whole or in part at
any time or from time to time, on and after October 15, 2006, at the following
Redemption Prices (expressed as percentages of the principal amount thereof) if
redeemed during the twelve-month period commencing on October 15 of the year set
forth below, plus, in each case, accrued interest thereon to the Redemption
Date:

<PAGE>

<TABLE>
<CAPTION>
Year                                                     Percentage
----                                                     ----------
<S>                                                      <C>
2006...............................................        106.50%
2007...............................................        103.25%
2008 and thereafter................................        100.00%
</TABLE>

                  (c)      Optional Redemption upon Equity Offerings. At any
time, or from time to time, on or prior to October 15, 2005, the Company may, at
its option, use an amount equal to the net cash proceeds of one or more Equity
Offerings to redeem up to 35% of the principal amount at Maturity of the
respective Notes originally issued under the Indenture at a Redemption Price
equal to 113.00% of the Accreted Value thereof, plus accrued and unpaid interest
thereon, if any, to the Redemption Date; provided that at least 65% of the
principal amount at Maturity of Notes originally issued under the Indenture
remains outstanding immediately after any such redemption. In order to effect
the foregoing redemption with the proceeds of any Equity Offering, the Company
shall make such redemption not more than 120 days after the consummation of any
such Equity Offering.

                  (d)      Mandatory Redemption. The Company shall be obligated
to make a pro rata partial redemption of the Notes in accordance with Section
3.01 of the Indenture.

                  6.       Notice of Redemption. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Notes to be redeemed at such Holder's registered address. Notes
in denominations larger than $1,000 may be redeemed in part.

                  7.       Offers to Purchase. Sections 4.15, 4.16 and 4.23 of
the Indenture provide that after certain Asset Sales, upon the occurrence of a
Change of Control and in connection with an Excess Cash Flow Offer and subject
to further limitations contained therein, the Company will make an offer to
purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture.

                  8.       Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. A Holder shall register the transfer of or exchange of Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes, fees or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer of or exchange of any Notes or portions thereof selected for
redemption.

                  9.       Persons Deemed Owners. The registered Holder of a
Note shall be treated as the owner of it and the Notes of which it is composed
for all purposes.

                  10.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent may pay the money without interest thereon back to the Company.
After that, all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

                  11.      Discharge Prior to Redemption or Maturity. If the
Company at any time deposits with the Trustee U.S. Legal Tender or U.S.
Government Obligations sufficient to pay the principal of and interest on the
Notes to redemption or Maturity and complies with the other provisions of the
Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).

<PAGE>

                  12.      Amendment; Supplement; Waiver. Subject to certain
exceptions, the Indenture, the Notes or the Guarantees may be amended or
supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding, and any existing
Default or Event of Default or noncompliance with any provision may be waived
with the written consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the Notes or
the Guarantees to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes or Guarantees in addition to or
in place of certificated Notes or Guarantees, comply with the TIA, or comply
with Article Five of the Indenture or make any other change that does not
adversely affect in any material respect the rights of any Holder of a Note.

                  13.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness or Liens, make payments in
respect of their Capital Stock or certain Indebtedness, enter into transactions
with Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, merge or consolidate with any other Person, sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets or adopt a plan of liquidation. Such limitations are subject to a number
of important qualifications and exceptions. The Company must annually report to
the Trustee on compliance with such limitations.

                  14.      Successors. When a successor assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Notes, the
Guarantees and the Indenture, the predecessor will be released from those
obligations.

                  15.      Defaults and Remedies. If an Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of Notes then outstanding may declare all the Notes to be due
and payable in the manner, at the time and with the effect provided in the
Indenture. Holders of Notes may not enforce the Indenture except as provided in
the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Notes then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.

                  16.      Trustee Dealings with Company. The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Company, its Subsidiaries or
their respective Affiliates as if it were not the Trustee.

                  17.      No Recourse Against Others. No past, present or
future stockholder, director, officer, employee or incorporator, as such, of the
Company or the Guarantors shall have any liability for any obligation of the
Company under the Notes, the Guarantees or the Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. Each
Holder of a Note by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

                  18.      Guarantees. Payment of principal and interest
(including interest on overdue principal and overdue interest, if lawful) is
unconditionally guaranteed, jointly and severally, by each of the Guarantors.

<PAGE>

                  19.      Intercreditor Agreement. Each Holder, by its
acceptance of its Note, agrees to be bound by the terms of the Intercreditor
Agreement and all such replacement Intercreditor Agreements and each of the
Guarantors and the Holders hereby authorize the Trustee and the Collateral Agent
to bind the Holders to the extent provided in the Intercreditor Agreement.

                  20.      Authentication. This Note shall not be valid until
the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.

                  21.      Governing Law. The laws of the State of New York
shall govern this Note, the Guarantees and the Indenture, without regard to
principles of conflict of laws.

                  22.      Abbreviations and Defined Terms. Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common), CUST
(Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                  The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture. Requests may be made to:
Golfsmith International, Inc., 11000 N. IH-35, Austin, Texas 78753-3195, Attn:
Secretary.

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith International Holdings, Inc. and its successors
under the Indenture, jointly and severally with any other Guarantors, hereby
irrevocably and unconditionally guarantees, on a senior secured senior basis,
(i) the due and punctual payment of the principal of, premium, if any, and
interest on the Notes, whether at maturity, by acceleration or otherwise, the
due and punctual payment of interest on the overdue principal of and interest,
if any, on the Notes, to the extent lawful, and the due and punctual performance
of all other obligations of Golfsmith International, Inc. (the "Company") to the
Holders or the Trustee all in accordance with the terms set forth in Article Ten
of the Indenture and (ii) in case of any extension of time of payment or renewal
of any Notes or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise.
Capitalized terms used herein have the meanings assigned to them in the
Indenture unless otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith International
Holdings, Inc. and its successors and assigns and shall inure to the benefit of
the successors and assigns of the Trustee and the Holders and, in the event of
any transfer or assignment of rights by any Holder or the Trustee, the rights
and privileges herein conferred upon that party shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH INTERNATIONAL HOLDINGS, INC.

                                          By: ________________________________
                                               Name:
                                               Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith GP Holdings, Inc. and its successors under the
Indenture, jointly and severally with any other Guarantors, hereby irrevocably
and unconditionally guarantees, on a senior secured senior basis, (i) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith GP Holdings,
Inc. and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH GP HOLDINGS, INC.

                                          By: ________________________________
                                               Name:
                                               Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith Holdings, L.P. and its successors under the
Indenture, jointly and severally with any other Guarantors, hereby irrevocably
and unconditionally guarantees, on a senior secured senior basis, (i) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith Holdings, L.P.
and its successors and assigns and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH HOLDINGS, L.P.
                                          By:  Golfsmith GP Holdings, Inc.,
                                               as General Partner

                                          By: ________________________________
                                               Name:
                                               Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith GP, L.L.C. and its successors under the Indenture,
jointly and severally with any other Guarantors, hereby irrevocably and
unconditionally guarantees, on a senior secured senior basis, (i) the due and
punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith GP, L.L.C. and
its successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                            GOLFSMITH GP, L.L.C.
                            By:  Golfsmith Holdings, L.P., as Sole Member
                            By:  Golfsmith GP Holdings, Inc., as General Partner

                            By: ______________________________________________
                                 Name:
                                 Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith Delaware, L.L.C. and its successors under the
Indenture, jointly and severally with any other Guarantors, hereby irrevocably
and unconditionally guarantees, on a senior secured senior basis, (i) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith Delaware,
L.L.C. and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                            GOLFSMITH DELAWARE, L.L.C.
                            By:  Golfsmith Holdings, L.P., as Sole Member
                            By:  Golfsmith GP Holdings, Inc., as General Partner

                            By: _____________________________________________
                                 Name:
                                 Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith Canada, L.L.C. and its successors under the
Indenture, jointly and severally with any other Guarantors, hereby irrevocably
and unconditionally guarantees, on a senior secured senior basis, (i) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith Canada, L.L.C.
and its successors and assigns and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH CANADA, L.L.C.

                                          By: ________________________________
                                               Name:
                                               Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith USA, L.L.C. and its successors under the Indenture,
jointly and severally with any other Guarantors, hereby irrevocably and
unconditionally guarantees, on a senior secured senior basis, (i) the due and
punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith USA, L.L.C. and
its successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH USA, L.L.C.

                                          By: ______________________________
                                               Name:
                                               Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith Europe, L.L.C. and its successors under the
Indenture, jointly and severally with any other Guarantors, hereby irrevocably
and unconditionally guarantees, on a senior secured senior basis, (i) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith Europe, L.L.C.
and its successors and assigns and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH EUROPE, L.L.C.

                                          By: _________________________________
                                               Name:
                                               Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith NU, L.L.C. and its successors under the Indenture,
jointly and severally with any other Guarantors, hereby irrevocably and
unconditionally guarantees, on a senior secured senior basis, (i) the due and
punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith NU, L.L.C. and
its successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH NU, L.L.C.

                                          By: _________________________________
                                               Name:
                                               Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith Licensing, L.L.C. and its successors under the
Indenture, jointly and severally with any other Guarantors, hereby irrevocably
and unconditionally guarantees, on a senior secured senior basis, (i) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith Licensing,
L.L.C. and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH LICENSING, L.L.C.

                                          By: ________________________________
                                               Name:
                                               Title:

<PAGE>

                                FORM OF GUARANTEE

                  Golfsmith International, L.P. and its successors under the
Indenture, jointly and severally with any other Guarantors, hereby irrevocably
and unconditionally guarantees, on a senior secured senior basis, (i) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of and interest, if any, on the
Notes, to the extent lawful, and the due and punctual performance of all other
obligations of Golfsmith International, Inc. (the "Company") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

                  This Guarantee shall be binding upon Golfsmith International,
L.P. and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                  THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND
TO THE TRUSTEE PURSUANT TO THIS GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET
FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE
INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE
INDENTURE TO WHICH THE GUARANTEE RELATES.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.

                                          GOLFSMITH INTERNATIONAL, L.P.

                                          By: _________________________________
                                               Name:
                                               Title:

<PAGE>

                                 ASSIGNMENT FORM

                  If you the Holder want to assign this Note, fill in the form
below and have your signature guaranteed:

I or we assign and transfer this Note to:

____________________________________________________________________________

____________________________________________________________________________
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

and irrevocably appoint ____________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

Dated: ___________________________________     Signed: _________________________
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this
                                                        Note)

Signature Guarantee: ___________________________

<PAGE>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15, Section 4.16 or 4.23 of the Indenture, check
the appropriate box:

                  Section 4.15  [  ]

                  Section 4.16  [  ]

                  Section 4.23  [  ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.15, Section 4.16 or 4.23 of the Indenture,
state the amount you elect to have purchased:

$ ________________________________________

Dated: ___________________________________    __________________________________
                                              NOTICE:  The signature on this
                                                       assignment must
                                                       correspond with the name
                                                       as it appears upon the
                                                       face of the within Note
                                                       in every particular
                                                       without alteration or
                                                       enlargement or any change
                                                       whatsoever and be
                                                       guaranteed by the
                                                       endorser's bank or
                                                       broker.

                                              Signature Guarantee: _____________