Unassociated Document


     

    Exhibit
      10.11

     

    ASSET
      PURCHASE AGREEMENT

     

    by
      and among

     

    WGU,
      LLC

     

    (“Purchaser”)

     

    and

     

    WOMEN’S
      GOLF UNLIMITED, INC. 

     

    (“Seller”)

     

     

    Dated
      as of December 15, 2006

     

    


     

    


    Confidential
      Treatment Requested.

    Confidential
      Material in this document has been redacted

    and
      filed separately with the Commission.

    
      
         

      

      
         

        
        

      

      
         

      

       

    

     

    TABLE
      OF CONTENTS


    
      	 	 	
              Page

            
	
              1.

            	
              DEFINITIONS

            	
              1

            
	 	 	 	
               

            
	 	
              1.1

            	
              Definitions.

            	
              1

            
	 	
              1.2

            	
              Accounting
                Terms and Definitions.

            	
              5

            
	
              2.

            	
              SALE
                OF ASSETS; ASSUMPTION OF CERTAIN LIABILITIES

            	
              5

            
	 	
              2.1

            	
              Agreement
                to Purchase and Sell.

            	
              5

            
	 	
              2.2

            	
              Purchase
                Price.

            	
              6

            
	 	
              2.3

            	
              Earn
                Out Obligation.

            	
              6

            
	 	
              2.4

            	
              No
                Assumption of Liabilities.

            	
              7

            
	 	
              2.5

            	
              Allocation
                of Purchase Price.

            	
              7

            
	 	
              2.6

            	
              Seller
                Deliveries.

            	
              7

            
	 	
              2.7

            	
              Purchaser
                Deliveries.

            	
              8

            
	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER

            	
              8

            
	 	
              3.1

            	
              Organization;
                Good Standing.

            	
              8

            
	 	
              3.2

            	
              Authority
                Relative to this Agreement; Enforceability.

            	
              8

            
	 	
              3.3

            	
              Consents
                and Approvals.

            	
              9

            
	 	
              3.4

            	
              No
                Violations.

            	
              9

            
	 	
              3.5

            	
              Financial
                Statements; No Undisclosed Liabilities.

            	
              9

            
	 	
              3.6

            	
              Absence
                of Undisclosed Liabilities.

            	
              9

            
	 	
              3.7

            	
              Litigation
                and Related Matters.

            	
              9

            
	 	
              3.8

            	
              Absence
                of Certain Changes.

            	
              9

            
	 	
              3.9

            	
              Taxes.

            	
              9

            
	 	
              3.10

            	
              Compliance
                with Law.

            	
              10

            
	 	
              3.11

            	
              Title
                to Assets.

            	
              10

            
	 	
              3.12

            	
              Customers.

            	
              11

            
	 	
              3.13

            	
              Proprietary
                Rights.

            	
              11

            
	 	
              3.14

            	
              Permits.

            	
              11

            
	 	
              3.15

            	
              Product
                Warranties.

            	
              11

            
	 	
              3.16

            	
              Product
                Liability.

            	
              11

            
	 	
              3.17

            	
              Absence
                of Certain Business Practices.

            	
              11

            
	 	
              3.18

            	
              Third-Party
                Payments.

            	
              11

            
	 	
              3.19

            	
              Disclosure.

            	
              11

            
	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES OF PURCHASER

            	
              12

            
	 	
              4.1

            	
              Organization.

            	
              12

            
	 	
              4.2

            	
              Authority
                Relative to this Agreement.

            	
              12

            
	 	
              4.3

            	
              Consents
                and Approvals.

            	
              12

            
	 	
              4.4

            	
              Absence
                of Litigation.

            	
              12

            
	 	
              4.5

            	
              Third
                Party Payments.

            	
              12

            
	 	
              4.6

            	
              Availability
                of Funds.

            	
              12

            
	
              5.

            	
              ADDITIONAL
                AGREEMENTS

            	
              12

            
	 	
              5.1

            	
              Purchaser
                Investigation.

            	
              12

            
	 	
              5.2

            	
              Further
                Assurances.

            	
              12

            
	 	
              5.3

            	
              Consents

            	
              13

            
	 	
              5.4

            	
              Agreement
                Regarding Brokers.

            	
              13

            
	 	
              5.5

            	
              Public
                Announcements.

            	
              13

            
	 	
              5.6

            	
              Information;
                Inspection of Records.

            	
              13

            
	 	
              5.7

            	
              Payment
                of Liabilities.

            	
              13

            
	 	
              5.8

            	
              Mail.

            	
              13

            


    

     

    
      
         

      

      
        i

        
        

      

      
         

      

      TABLE
        OF CONTENTS

       

    

    
      	
            	 	
              Page

            


    

    
      	 	
              5.9

            	
              Change
                of Name.

            	
              13

            
	 	
              5.10

            	
              Taxes.

            	
              14

            
	 	
              5.11

            	
              Inventory.

            	
              14

            
	 	
              5.12

            	
              Warranty
                Claims.

            	
              14

            
	 	
              5.13

            	
              Confidentiality.

            	
              15

            
	 	
              5.14

            	
              Limited
                License Agreement.

            	
              15

            
	
              6.

            	
              CONDITIONS
                TO CLOSING

            	
              15

            
	 	
              6.1

            	
              Shareholder
                Approval.

            	
              15

            
	 	
              6.2

            	
              Due
                Performance.

            	
              15

            
	 	
              6.3

            	
              Accuracy
                of Representations and Warranties.

            	
              15

            
	 	
              6.4

            	
              No
                Legal Prohibition

            	
              15

            
	
              7.

            	
              TERMINATION

            	
              15

            
	 	
              7.1

            	
              Termination
                by Mutual Consent.

            	
              15

            
	 	
              7.2

            	
              Termination
                by Either Party.

            	
              16

            
	 	
              7.3

            	
              Effect
                of Termination

            	
              16

            
	
              8.

            	
              CLOSING

            	
              16

            
	
              9.

            	
              INDEMNIFICATION

            	
              16

            
	 	
              9.1

            	
              Survival.

            	
              16

            
	 	
              9.2

            	
              Indemnification
                by Seller.

            	
              16

            
	 	
              9.3

            	
              Indemnity
                by Purchaser.

            	
              17

            
	 	
              9.4

            	
              Defense
                of Third-Party Claims.

            	
              17

            
	 	
              9.5

            	
              Offset.

            	
              18

            
	 	
              9.6

            	
              No
                Third-Party Beneficiaries.

            	
              18

            
	
              10.

            	
              GENERAL
                PROVISIONS AND OTHER AGREEMENTS

            	
              19

            
	 	
              10.1

            	
              Notices.

            	
              19

            
	 	
              10.2

            	
              Fees
                and Expenses.

            	
              19

            
	 	
              10.3

            	
              Interpretation;
                Construction.

            	
              20

            
	 	
              10.4

            	
              Parties
                in Interest.

            	
              20

            
	 	
              10.5

            	
              Governing
                Law.

            	
              20

            
	 	
              10.6

            	
              Incorporation
                by Reference.

            	
              20

            
	 	
              10.7

            	
              Entire
                Agreement; Amendment; Waiver.

            	
              20

            
	 	
              10.8

            	
              Assignment;
                Binding Effect.

            	
              20

            
	 	
              10.9

            	
              Severability.

            	
              20

            
	 	
              10.10

            	
              Counterparts.

            	
              20

            
	 	
              10.11

            	
              Headings.

            	
              20

            
	 	
              10.12

            	
              Arbitration.

            	
              21

            
	 	
              10.13

            	
              Jurisdiction;
                Venue

            	
              21

            
	 	
              10.14

            	
              Execution
                by Facsimile; Delivery of Original Signed Agreement;
                Counterparts.

            	
              22

            
	 	
              10.15

            	
              Disclosure
                Schedules.

            	
              22

            
	 	
              10.16

            	
              Purchaser
                Parent Guarantee

            	
              22

            


    


    LIST
      OF SCHEDULES

     

    
      	
              Schedule
                2.1(a)

            	
              -

            	
              Intangible
                Assets

            
	
              Schedule
                2.5

            	
              -

            	
              Allocation
                of Purchase Price

            
	
              Schedule
                3.3

            	
              -

            	
              Consents
                and Approvals

            
	
              Schedule
                3.5(a)

            	
              -

            	
              Financial
                Statements

            
	
              Schedule
                3.5(b)

            	
              -

            	
              Financial
                Statement Exceptions

            
	
              Schedule
                3.6

            	
              -

            	
              Liabilities

            
	
              Schedule
                3.10(b)

            	
              -

            	
              Permits

            
	
              Schedule
                3.12

            	
              -

            	
              Customers
                and Suppliers

            
	
              Schedule
                3.13

            	
              -

            	
              Proprietary
                Rights

            
	
              Schedule
                3.14

            	
              -

            	
              Exception
                to Transferability of Permits

            
	
              Schedule
                3.18

            	
              -

            	
              Third-Party
                Payments

            


    

     

    
      
         

      

      
        ii

        
        

      

      
         

      

    

    TABLE
      OF CONTENTS

     

    LIST
      OF EXHIBITS

     

    
      	
              Exhibit
                A

            	
              -

            	
              Agreement
                to Preserve Corporate Opportunity

            
	
              Exhibit
                B

            	
              -

            	
              Assignment
                of Proprietary Rights

            
	
              Exhibit
                C

            	
              -

            	
              Bill
                of Sale

            
	
              Exhibit
                D

            	
              -

            	
              Limited
                License Agreement

            


    

    


    Asset
      Purchase Agreement --

    
      
         

      

      
        iii

        
        

      

      
         

      

    



    ASSET
      PURCHASE AGREEMENT

     

    This
      ASSET
      PURCHASE AGREEMENT
      (this
“Agreement”) is made as of December 15, 2006, by and among WGU, LLC, a
      Texas limited liability company (“Purchaser”), and WOMEN’S GOLF UNLIMITED, INC.,
      a New Jersey corporation (“Seller”), and, solely for the purposes of Section
      10.16 of this Agreement, ADAMS GOLF LTD. a Texas Limited Partnership (“Purchaser
      Parent”).

     

    RECITALS
      OF THE PARTIES:

     

    A. Seller
      has been engaged in the business, among other things, of designing,
      manufacturing, assembling, distributing and selling women’s golf clubs and
      related products (the
      “Business”).

     

    B. Seller
      desires to sell to Purchaser, and Purchaser desires to purchase from Seller,
      certain of Seller’s assets used in the Business free and clear of any and all
      Liens upon the terms and conditions set forth in this Agreement.

     

    C. The
      parties desire to make certain representations, warranties and covenants in
      connection with the transactions contemplated by this Agreement.

     

    D. In
      light
      of Seller’s ownership of the Assets, and the contributions of Seller in the past
      to the growth and development of the Business, one of the conditions to the
      consummation by Purchaser of the transactions contemplated in this Agreement
      is
      that Seller agree to certain covenants contained in this Agreement and in the
      Operative Documents (as hereinafter defined) for the purpose of transferring
      to
      the Purchaser all of the goodwill, proprietary rights and going concern value
      of
      the Assets (as hereinafter defined).

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual benefits to be derived and the representations
      and
      warranties, agreements and promises herein contained, and other good and
      valuable consideration, the receipt and legal sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      hereby agree as follows:

     

    AGREEMENTS:

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    1.1 Definitions.
      Unless
      otherwise stated in this Agreement, the following terms shall have the following
      meanings:

     

    “Accounting
      Firm”:
      Means
      a neutral, national or regional accounting firm selected by the
      parties.

     

    “Affiliate”:
      Any
      Person that, directly or indirectly, controls, or is controlled by, or under
      common control with, another Person. For the purposes of this definition,
“control” (including the terms “controlled by” and “under common control with”),
      as used with respect to any Person, means the power to direct or cause the
      direction of the management and policies of such Person, directly or indirectly,
      whether through the ownership of voting securities or by contract or otherwise.
      

     

    “Agreement”:
      As
      defined in the first paragraph of this Agreement.

     

    “Agreement
      to Preserve Corporate Opportunity”:
      The
      Agreement to Preserve Corporate Opportunity, in substantially the form attached
      hereto as Exhibit
      A.

     

    “Annual
      Financial Statements”:
      As
      defined in Section 3.5(a) hereof.

     

    
      
         

      

      
        1

        
        

      

      
         

      

    

    “Applicable
      Law”:
      All
      applicable provisions (domestic or foreign) of all (i) constitutions, treaties,
      statutes, laws (including the common law), rules, regulations, ordinances,
      codes
      and Orders of or with any Governmental Authority and (ii) Governmental
      Consents.

     

    “Assets”:
      As
      defined in Section 2.1 hereof.

     

    “Assignment
      of Proprietary Rights”:
      The
      Assignment of Proprietary Rights, in substantially the form attached hereto
      as
Exhibit
      B.

     

    “Bill
      of Sale”:
      The
      Bill of Sale, in substantially the form set forth in Exhibit
      C.

     

    “Business”:
      As
      defined in the Recitals of the Parties.

     

    “Closing”:
      As
      defined in Section 8 hereof.

     

    “Closing
      Date”:
      As
      defined in Section 8 hereof.

     

    “Code”:
      The
      Internal Revenue Code of 1986, as amended.

     

    “Confidentiality
      Agreement”:
      As
      defined in Section 5.13 hereof.

     

    “Consent”:
      Any
      consent, approval, authorization, action, waiver, permit, grant, franchise,
      concession, agreement, license, exemption or Order of any Person (including
      foreign Persons), including any Governmental Authority.

     

    “Customer
      Data”:
      Seller’s current customer list and corresponding contact information, sales
      records (including pricing information and customer contractual status), other
      records, telephone numbers and fax numbers, email addresses, current accounts
      receivable aging, and other customer data (including credit data) relating
      to
      the Assets.

     

    “Damages”:
      Any
      and all damages, claims, obligations, expenses, demands, assessments, penalties,
      Liabilities (joint or several), costs, losses, diminution in value, defenses,
      judgments, disbursements and expenses (including disbursements, expenses and
      reasonable fees of attorneys, accountants and other professional advisors and
      of
      expert witnesses, costs of investigation and preparation, and costs of
      settlement) of any kind whatsoever, whether fixed or contingent, suffered or
      incurred by a Person, without regard to the timing of any payment or
      performance.

     

    “Disclosure
      Schedules”:
      The
      disclosure schedules to this Agreement delivered by Seller to Purchaser on
      the
      date hereof. 

     

    “Earn
      Out Obligation”:
      As
      defined in Section 2.2(b) hereof.

     

    “Earn
      Out Period”:
      Means
      the twelve month period from (1) if the Closing occurs prior to January 1,
      2007,
      January 1, 2007 through December 31, 2007; or (2) if the Closing occurs
      after January 1, 2007, thirteen (13) months after the Closing.

     

    “Excluded
      Liabilities”:
      As
      defined in Section 2.4 hereof.

     

    “Final
      Accounting”:
      As
      defined in Section 2.3(e) hereof.

     

    “Financial
      Statements”:
      As
      defined in Section 3.5(a) hereof.

     

    “GAAP”:
      As
      defined in Section 1.2 hereof.

     

    “Governmental
      Consent”:
      Any
      Consent of, from or with any Governmental Authority.

     

    
      
         

      

      
        2

        
        

      

      
         

      

    

    “Governmental
      Authority”:
      Any
      federal, state, municipal, court or other governmental department, commission,
      board, bureau, agency, authority or instrumentality, domestic or
      foreign.

     

    “including”
or
      “includes”:
      Means
      including or includes without limitation.

     

    “Indemnified
      Person”:
      As
      defined in Section 9.4 hereof.

     

    “Indemnifying
      Person”:
      As
      defined in Section 9.4 hereof.

     

    “Initial
      Cash Amount”:
      As
      defined in Section 2.2(a) hereof.

     

    “Intangible
      Assets”:
      As
      defined in Section 2.1(a) hereof.

     

    “Interim
      Financial Statements”:
      As
      defined in Section 3.5(a) hereof.

     

    “IRS”:
      The
      Internal Revenue Service.

     

    “JAMS”:
      As
      defined in Section 10.12(a) hereof.

     

    “Liability”:
      Means
      any commitments, liabilities, obligations (including contract and capitalized
      lease obligations), indebtedness, accounts payable, accrued expenses of any
      nature whatsoever, losses, Damages, costs, expenses and personal injuries
      (whether any of the foregoing are known or unknown, secured or unsecured,
      asserted or unasserted, absolute or contingent, direct or indirect, accrued
      or
      unaccrued, liquidated or unliquidated and/or due or to become due), including
      any liability or obligation for Taxes.

     

    “Liens”:
      All
      mortgages, deeds of trust, claims, liens, security interests, pledges, leases,
      conditional sale contracts, rights of first refusal, options, charges,
      Liabilities, obligations, agreements, powers of attorney, limitations,
      reservations, restrictions and other encumbrances of any kind or
      character.

     

    “Limited
      License Agreement”:
      The
      Limited License Agreement, in substantially the form set forth in Exhibit
      D.

     

    “Material
      Adverse Effect”:
      (i)
      Any change, development or effect (individually or in the aggregate) that is
      materially adverse to the Assets or the goodwill, or condition thereof (whether
      or not the result thereof would be covered by insurance) or (ii) any fact or
      development that could (individually or in the aggregate) impair the ability
      of
      Seller or Purchaser to consummate the Transactions; provided,
      however,
      that
“Material Adverse Effect” shall exclude any effect arising out of or resulting
      from (a) general economic, regulatory or political conditions or events; (b)
      changes affecting the industry in which the Business operates; (c) the execution
      of this Agreement or any of the Operative Documents; or (d) any action taken
      by
      Seller or Purchaser or any of their respective representatives or other action
      required by the terms of this Agreement or necessary to consummate the
      Transactions.

     

    “Operative
      Documents”:
      This
      Agreement, the Agreement to Preserve Corporate Opportunity, the Assignment
      of
      Proprietary Rights, the Bill of Sale, the License Agreement and all other
      agreements, instruments, documents, exhibits, schedules and certificates
      executed and delivered by or on behalf of Seller or Purchaser at the Closing
      pursuant to this Agreement.

     

    “Order”:
      Any
      order, writ, injunction, decree, judgment, award or determination of, or
      agreement with, any Governmental Authority.

     

    “Permits”:
      All
      permits, authorizations, certificates, approvals, registrations, variances,
      exemptions, franchises, privileges, immunities, grants, ordinances, licenses
      and
      other rights of every kind and character, issued, applied for or pending (i)
      under any (A) Applicable Law; (B) Order or (C) contract with any Governmental
      Authority or (ii) granted by any Governmental Authority.

     

    
      
         

      

      
        3

        
        

      

      
         

      

    

    “Person”:
      An
      individual, partnership, joint venture, corporation, company, limited liability
      company, bank, trust, unincorporated organization, Governmental Authority or
      other entity or group.

     

    “Proceeding”:
      Any
      action, claim, suit, proceeding, litigation, arbitration, mediation,
      investigation, inquiry, or audit commenced, brought, conducted or heard by
      or
      before any Governmental Authority or arbitrator..

     

    “Purchase
      Price”:
      As
      defined in Section 2.2 hereof.

     

    “Purchaser”:
      As
      defined in the first paragraph of this Agreement.

     

    “Purchaser
      Parent”:
      As
      defined in the first paragraph of this Agreement.

     

    “Purchaser
      Indemnitees”:
      As
      defined in Section 9.2 hereof.

     

    “Seller”:
      As
      defined in the first paragraph of this Agreement.

     

    “Seller
      Indemnitees”:
      As
      defined in Section 9.3 hereof.

     

    “Supplier
      Data”: All
      of
      Seller’s supplier and vendor lists, records, telephone and fax numbers, email
      addresses and publications and marketing material relating to the purchase
      of
      raw materials, goods, utilities and other supplies and services used in
      connection with the Assets.

     

    “Revenue”:
      As
      defined in Section 2.3(a) hereof.

     

    “Taxes”
      (including, with correlative meaning, “Taxes”
and
      “Taxable”):
      Means
      (i)(A) any net income, gross income, business and occupation, admissions, gross
      receipts, sales, use, value added, ad valorem, transfer, transfer gains,
      franchise, profits, license, withholding, payroll, employment, excise,
      severance, stamp, rent, recording, occupation, premium, real or personal
      property, intangibles, environmental or windfall profits tax, alternative or
      add-on minimum tax, customs duty or other tax, fee, duty, levy, impost,
      assessment or charge of any kind whatsoever, together with (B) any interest
      and
      any penalty, addition to tax or additional amount imposed by any Governmental
      Authority (domestic or foreign) (a “Tax Authority”) responsible for the
      imposition of any such tax; (ii) any Liability for the payment of any amount
      of
      the type described in the immediately preceding clause (i) as a result of being
      a member of a consolidated, affiliated, unitary or combined group with any
      other
      corporation or entity at any time prior to and through the effective time of
      Closing and (iii) any Liability for the payment of any amount of the type
      described in the preceding clauses (i) or (ii) as a result of a contractual
      obligation to any other Person or of transferee, successor or secondary
      Liability.

     

    “Tax
      Returns”:
      Means
      any report, return or other information (including any attached schedules or
      any
      amendments to such report, return, document, declaration or any other
      information) required to be supplied to or filed with any Tax Authority or
      jurisdiction (foreign or domestic) with respect to any Tax, including an
      information return or any document with respect to or accompanying
      payments.

     

    “Termination
      Date”:
      As
      defined in Section 7.2(a) hereof.

     

    “Threatened”:
      Any
      matter or thing will be deemed to have been Threatened when used herein with
      respect to any party if that party has received notice from the Person to whom
      the threat is attributable or such Person’s agents, which notice makes reference
      to or identifies the matter or thing being threatened or that party observes
      an
      action by the Person to whom the threat is attributable or such Person’s agents
      that in the exercise of reasonable business judgment would reasonably be
      expected to cause such party to believe that the matter or thing is being
      threatened.

     

    
      
         

      

      
        4

        
        

      

      
         

      

    

    “Transaction”
or
      “Transactions”:
      The
      sale and purchase of the Assets, the performance of covenants and the other
      transactions contemplated hereby and by the Operative Documents, in each case
      as
      described by this Agreement and the Operative Documents.

     

    “Transaction
      Expenses”:
      The
      expenses incurred in connection with the preparation, negotiation, execution
      and
      performance of this Agreement and the consummation of the Transactions,
      including all fees and expenses of counsel and representatives and any and
      all
      employee compensation, retention bonuses or incentive compensation related
      to or
      resulting from the Transactions, whenever occurring.

     

    “Transfer
      Taxes”:
      As
      defined in Section 5.10 hereof.

     

    “WGU
      Trademarks”:
      Means
      the trademarks set forth on Schedule
      2.1(a).

     

    “Wire
      Transfer”:
      Means
      a payment of money by same day wire transfer in immediately available funds
      to
      an account or account designated in writing by the recipient to the payor at
      least two (2) days prior to the date of payment; provided,
      however,
      that if
      the recipient fails to make such designation prior to the payment due date,
      the
      term shall instead mean payment of money by overnight delivery of a certified
      or
      cashier’s check of a federally insured financial institution.

     

    1.2 Accounting
      Terms and Definitions.
      Unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted, all accounting determinations hereunder shall be made, and all
      financial statements required to be delivered hereunder shall be prepared,
      in
      accordance with generally accepted accounting principles published by the
      Financial Accounting Standards Board as in effect from time to time, applied
      on
      a consistent basis (“GAAP”).

     

    
      	
              2.

            	
              SALE
                OF ASSETS; ASSUMPTION OF CERTAIN
                LIABILITIES

            


    

     

    2.1 Agreement
      to Purchase and Sell. Subject
      to the applicable terms and conditions of this Agreement, at the Closing, Seller
      shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser
      shall purchase, all of the following assets that are currently owned by Seller
      (such assets, being collectively referred to as the “Assets”), free and clear of
      all Liens:

     

    (a) Intellectual
      Property and Intangible Assets.
      All
      intellectual property rights owned by, licensed to, or used by, Seller in the
      Business, including all proprietary information, know-how, designs, plans,
      other
      trade secrets, business and marketing plans, copyrights, all registered or
      unregistered trademarks, service marks, trade dress and trade names (whether
      or
      not registered or registrable), common law copyrights and registered copyrights,
      all names, logos, labels and slogans, in each case used by Seller in connection
      with the Assets, all registrations or applications for registration for any
      of
      the above and any right to recovery for infringement thereof (including past
      infringement) and any and all goodwill associated therewith or connected with
      the use thereof (collectively, the “Intangible Assets”). The Intangible Assets
      shall include all right, title and interest in and to the names set forth on
      Schedule 2.1(a)
      and any
      derivations of such names and in the same manner historically used, and all
      of
      Seller’s rights to email addresses, Internet domain names (including the domain
      names set forth on Schedule
      2.1(a)),
      and
      URLs.

     

    (b) Customer
      Data and Supplier Data.
      All of
      the Customer Data and
      Supplier Data.

     

    (c) Books
      and Records.
      All of
      Seller’s books, records, papers, files and instruments of whatever nature and
      wherever located that relate solely to the Assets or that are required or
      necessary in order for Purchaser to utilize the Assets from and after the
      Closing in the manner in which it has been historically utilized, including
      graphic materials, diagrams, designs, specifications, warranties, guaranties,
      media, sales and marketing literature, brochures or other sales aids, catalogs,
      price lists, mailing lists, sales (of which complete copies shall be provided
      to
      Purchaser).

     

    (d) Warranty
      Rights.
      To the
      extent transferable, the benefit of and the right to enforce the covenants
      and
      warranties, if any, that Seller is entitled to enforce with respect to the
      Assets.

     

    
      
         

      

      
        5

        
        

      

      
         

      

    

    2.2 Purchase
      Price. Subject
      to the terms and conditions of this Agreement, the total purchase price for
      the
      Assets (the “Purchase Price”) to Seller shall be as follows: 

     

    (a) $600,000
      shall be paid by Wire Transfer at Closing (the “Initial Cash Amount”);
      and

     

    (b) the
      earn
      out obligation in an aggregate maximum amount up to $400,000 (the “Earn Out
      Obligation”) will be paid by Wire Transfer in accordance with Section 2.3
      below.

     

    2.3 Earn
      Out Obligation.

     

    Subject
      to the terms and conditions of this Agreement, the Earn Out Obligation, if
      earned, shall be paid by Purchaser to Seller as follows:

     

    (a) The
      amount payable by Purchaser to Seller under the Earn Out Obligation shall equal
      [****]1 
      of net
      revenue (defined as gross revenue less discounts and allowances, but excluding
      early payment discounts) as calculated in accordance with GAAP (the ”Revenue”)
      attributable to sales of Purchaser products using the WGU Trademarks through
      customary wholesale or retail distribution channels, based on the books and
      records of the Purchaser (as identified by a specific accounting code assigned
      to such Revenue), up to a maximum aggregate Earn Out Obligation of $400,000
      for
      the Earn Out Period.

     

    (b) The
      Earn
      Out Obligation, if any, payable by Purchaser under Section 2.3(a) to Seller
      shall be payable at the end of each three (3)-month period (as earned) within
      forty-five (45) days after the end of such three (3)-month period of the Earn
      Out Period. At the time of each payment, Purchaser shall provide to Seller
      a
      written report detailing Purchaser’s Revenue from the sale of Purchaser products
      using the WGU Trademarks during the three (3)-month period to which the payment
      relates and shall include in such report an accounting of the Revenue on a
      per
      customer basis. 

     

    (c) After
      the
      end of each quarter during the Earn Out Period, Revenue shall be recalculated
      by
      Purchaser on a period-to-date basis. All calculations and determinations under
      Sections 2.3(a) and 2.3(b) hereof shall be made by Purchaser and reported
      to Seller by the applicable payment dates set forth in Section 2.3(b). If such
      calculations and determination indicate that Seller received payments in any
      applicable period that were greater than the amount to which Seller was entitled
      during such period, such excess shall be deducted from the next payment or,
      if
      greater than the next payment, remitted from Seller to Purchaser by Wire
      Transfer within ten (10) days of Purchaser’s becoming aware of such excess. If,
      after such determination, Revenue for the applicable period is greater than
      originally calculated, Purchaser shall remit the shortfall to Seller by Wire
      Transfer within ten (10) days of Seller’s becoming aware of such
      shortfall.

     

    (d) The
      determinations of Purchaser under Section 2.3(c) shall be conclusive and binding
      upon the parties on the thirtieth (30th)
      day
      after receipt by Seller of each such determination, unless Seller, within such
      30-day period, requests that a determination be reviewed by the Accounting
      Firm.
      Upon any such request, the Accounting Firm shall either confirm such original
      determination or make such changes therein as it deems appropriate, and, after
      such review and any change deemed appropriate by the Accounting Firm, such
      determination shall be conclusive and binding upon the parties. If any such
      change results in an increase to the Earn Out Obligation of more than 3%, the
      cost of such determination by the Accounting Firm shall be borne by Purchaser;
      otherwise the cost shall be borne by Seller.

     

    (e) Within
      60
      days of the end of the Earn Out Period, Purchaser shall provide Seller with
      an
      accounting of the total Revenue attributable to sales of Purchaser products
      using the WGU Trademarks during the Earn Out Period (the “Final Accounting”). If
      the Final Accounting determines that Seller received payments during the Earn
      Out Period that were greater than the amount to which Seller was entitled during
      the Earn Out Period, such excess shall be promptly remitted from Seller to
      Purchaser by Wire Transfer within ten (10) days of Purchaser’s becoming aware of
      such excess. If the Final Accounting determines that Revenue for the Earn Out
      Period is greater than originally calculated, and subject to the aggregate
      maximum amount set forth in Section 2.2(b), Purchaser shall promptly remit
      the
      shortfall to Seller by Wire Transfer within ten (10) days of Seller’s becoming
      aware of such shortfall.

     

    
      

    

    
      
        
          
            	
                    1 

                  	
                    Confidential
                      material redacted and filed separately with the
                      Commission.

                  


          

           

        

      

    

    
      
         

      

      
        6

        
        

      

      
         

      

    

    (f) As
      an
      express condition of Purchaser making any Earn Out Obligation payments to
      Seller, Seller shall preserve and maintain its corporate existence and good
      standing under Applicable Law of the State of New Jersey for the duration of
      the
      Earn Out Period and for 60 days thereafter. 

     

    2.4 No
      Assumption of Liabilities. Purchaser
      does not assume or agree to pay, perform or discharge, and shall not be
      responsible for, any Liabilities of Seller of any kind whatsoever, whether
      accrued, absolute, known or unknown, contingent or otherwise (“Excluded
      Liabilities”). Without limiting the generality of the foregoing, and
      notwithstanding any other provision hereof or of any Operative Document and
      regardless of any disclosure to or investigation by Purchaser, neither Purchaser
      nor any of its Affiliates shall assume or have any liability for any Liabilities
      of Seller or any of its Affiliates, that in any manner relates to or arises
      out
      of the operation of the Business or the ownership or use of the Assets during
      any period
      on
      or prior to the Closing Date.

     

    2.5 Allocation
      of Purchase Price.

     

    (a) As
      set
      forth on Schedule
      2.5,
      the
      Purchase Price (as adjusted and as to be adjusted pursuant to the terms of
      this
      Agreement) for the Assets has been allocated in accordance with Section 1060
      of
      the Code. 

     

    (b) The
      parties shall each report the federal, state and local and other Tax
      consequences of the purchase and sale contemplated hereby (including the filing
      of IRS Forms 8594) in a manner consistent with such allocation schedule and
      shall not make any inconsistent written statement or take any inconsistent
      position on any Tax Returns during the course of any IRS or other Tax audit,
      for
      any financial or regulatory purpose, in any litigation or investigation or
      otherwise.

     

    (c) Each
      party shall promptly notify the other party if it receives notice that the
      IRS
      proposes any allocation different from the allocation agreed upon in accordance
      with this Section 2.5.

     

    2.6 Seller
      Deliveries. At
      the
      Closing, Seller shall deliver, as appropriate, or cause to be delivered to
      Purchaser the following:

     

    (a) an
      Agreement to Preserve Corporate Opportunity, in substantially the form of
Exhibit
      A,
      hereto,

     

    (b) an
      Assignment of Proprietary Rights, in substantially the form of Exhibit B
      hereto;

     

    (c) a
      Bill of
      Sale, in substantially the form of Exhibit
      C
      hereto;
      and

     

    (d) the
      Limited License Agreement, in substantially the form of Exhibit
      D,
      hereto.

     

    (e) an
      Officer’s Certificate duly executed by an officer of Seller certifying to (i)
      Seller’s Certificate of Incorporation, as amended, attached thereto (as
      certified as of a recent date by the Secretary of State of the State of New
      Jersey; (ii) to the due adoption by Seller’s Board of Directors and by the
      shareholders of Seller of corporate resolutions attached to such Officer’s
      Certificate authorizing the Transactions and the execution and delivery of
      this
      Agreement, the Operative Documents and the other agreements and documents
      contemplated hereby and thereby and the taking of all actions contemplated
      hereby and thereby; and (iii) to the incumbency and true signatures of those
      officers of Seller duly authorized to act on its behalf in connection with
      the
      Transactions and this Agreement and to execute and deliver this Agreement and
      the Operative Documents;

     

    (f) Certificates
      of Existence and Good Standing for Seller issued by the Secretary of State
      of
      the State of New Jersey, and a clearance certificate or similar document(s)
      that
      may be required by any state or foreign Tax Authority in order to relieve
      Purchaser of any obligation to withhold any portion of the Purchase Price,
      at a
      date not more than ten (10) days prior to the Closing Date;

     

    
      
         

      

      
        7

        
        

      

      
         

      

    

    (g) all
      Consents, if any, necessary to consummate the Transactions;

     

    (h) the
      Disclosure Schedules;

     

    (i) possession
      or constructive possession of the Assets, free and clear of any and all Liens;
      and

     

    (j) such
      certificates, including evidence of any lien holders’ release of lien on any of
      the Assets, and other evidence as may be required in order to consummate the
      Transactions.

     

    2.7 Purchaser
      Deliveries. At
      the
      Closing, Purchaser shall execute and deliver, as appropriate, or cause to be
      delivered to Seller the following:

     

    (a) the
      Initial Cash Amount of the Purchase Price to Seller, as provided
      herein;

     

    (b) an
      Agreement to Preserve Corporate Opportunity, in substantially the form of
Exhibit
      A,
      hereto,

     

    (c) an
      Assignment of Proprietary Rights, in substantially the form of Exhibit B
      hereto;

     

    (d) a
      Bill of
      Sale, in substantially the form of Exhibit
      C
      hereto;
      and

     

    (e) the
      Limited License Agreement, in substantially the form of Exhibit
      D
      hereto;

     

    (f) an
      Officer’s Certificate dated the Closing Date signed by an officer of Purchaser
      certifying to (i) the Certificate of
      Formation of Purchaser; (ii) the due adoption by the Purchaser’s Board of
      Managers of resolutions, a copy of which shall be attached thereto, approving
      the execution and delivery of this Agreement,
      the
      Operative Documents and the other agreements and documents contemplated hereby
      and thereby and the taking of all actions contemplated hereby and
      thereby;
      and
      (iii) the incumbency and true signatures of those officers of the Purchaser
      duly
      authorized to act on its behalf in connection with the Transactions and this
      Agreement and to execute and deliver this Agreement and the Operative Documents;
      and

     

    (g) a
      Certificate of Existence and Account Status issued by the Texas Secretary of
      State and the Office of the Comptroller of Public Accounts of the State of
      Texas
      at a date not more than ten (10) days prior to the Closing Date.

     

    
      	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER 

            


    

     

    Seller
      hereby represents and warrants to Purchaser that the following are true, correct
      and complete as of the date of this Agreement and Closing, regardless of what
      investigations, if any, Purchaser shall have made prior hereto or prior to
      the
      Closing:

     

    3.1 Organization;
      Good Standing. Seller
      is
      a corporation duly organized, validly existing and in good standing under
      Applicable Laws of the State of New Jersey. Seller has full corporate power
      and
      authority to own and lease the Assets and to carry on the Business as previously
      conducted. Seller is duly qualified in each jurisdiction in which it transacts
      business. 

     

    3.2 Authority
      Relative to this Agreement; Enforceability. Seller
      has full power and authority (corporate and otherwise) to execute, deliver
      and
      perform this Agreement (including execution, delivery and performance of the
      Operative Documents to which it is a party) and to consummate the Transactions.
      The execution and delivery by Seller of this Agreement and each of the Operative
      Documents, and the consummation of the Transactions, have been duly and validly
      authorized by the Board of Directors of Seller and the shareholders of Seller
      in
      accordance with Applicable Law and no other corporate proceedings on the part
      of
      Seller are necessary with respect thereto. This Agreement has been duly and
      validly executed and delivered by Seller, and constitutes a legal, valid and
      binding obligation of Seller, enforceable against it in accordance with its
      terms (subject, as to enforcement, to applicable bankruptcy, insolvency,
      moratorium, reorganization or similar Applicable Laws affecting creditors’
rights generally and to general equitable principles). 

     

    
      
         

      

      
        8

        
        

      

      
         

      

    

    3.3 Consents
      and Approvals. Except
      as
      set forth in Schedule
      3.3,
      or
      otherwise required by this Agreement or the Operative Documents, the execution,
      delivery and performance by Seller of this Agreement and each of the Operative
      Documents and the consummation of the Transactions by it do not require any
      Consent of, or Order by, any Governmental Authority or any Consent of, or giving
      of notice to, any other Person.

     

    3.4 No
      Violations. The
      execution, delivery and performance of this Agreement and each of the Operative
      Documents by Seller, the consummation by Seller of the Transactions and
      compliance by Seller with any of the provisions hereof and the Operative
      Documents, does not and will not (a) conflict with or result in any breach
      or
      violation of any provision of the Certificate of Incorporation, as amended,
      or
      Bylaws, as amended, of Seller, (b) result in the creation or imposition of
      any
      Lien on any of the property of Seller (including the Assets) or (c) violate
      any
      Order or Applicable Law with respect to any Seller, the Business or the Assets.
      

     

    3.5 Financial
      Statements; No Undisclosed Liabilities.

     

    (a) Schedule
      3.5(a)
      sets
      forth correct and complete copies of the (i) unaudited financial statements
      of
      Seller at and for the year ended December 31, 2005 (collectively, the “Annual
      Financial Statements”) and (ii) the unaudited financial statements of Seller at
      and for the year-to-date periods ended November 30, 2006 (the “Interim Financial
      Statements”), including in each case, a balance sheet and income statement (the
      Annual Financial Statements and Interim Financial Statements collectively
      referred to as the “Financial Statements”). 

     

    (b) Except
      as
      set forth in Schedule
      3.5(b),
      the
      Financial Statements have been prepared from the books and records of Seller
      in
      accordance with GAAP, consistently applied and consistent with Seller’s and the
      Business’ past practices, and on that basis fairly present, the properties,
      assets, liabilities, financial position and results of operations of the
      Business (subject to normal, recurring year-end adjustments disclosed on
Schedule
      3.5(b),
      which
      do not, and will not, have any Material Adverse Effect on Seller, the Business
      or the Assets) as of the respective dates thereof and for the respective periods
      indicated. 

     

    3.6 Absence
      of Undisclosed Liabilities. Except
      as
      set forth on Schedule
      3.6
      and
      except as and to the extent reflected and reserved against in the Interim
      Financial Statements or accrued in the ordinary course of business since the
      date of the Interim Financial Statements, the Business has no material Liability
      of any nature whatsoever, including any Liabilities relating to or arising
      out
      of any act, omission, transaction, circumstance, sale of products, statement
      of
      facts or other condition that occurred or existed on or before the Closing,
      whether or not due or payable.

     

    3.7 Litigation
      and Related Matters. There
      is
      no Proceeding pending or, to the knowledge of Seller, Threatened against,
      relating to or affecting the Assets or the Transactions. Seller is not subject
      to any currently existing Proceeding by any Governmental Authority or any other
      Person. 

     

    3.8 Absence
      of Certain Changes.

     

    Since
      the
      date of the Interim Financial Statements, Seller has owned and operated the
      Assets.

     

    3.9 Taxes.

     

    (a) All
      Taxes
      that are due and payable by Seller through the Closing, have been timely paid,
      and Seller has timely filed all Tax Returns required by any Applicable Law
      to be
      filed through the Closing. All such Tax Returns are true, complete and correct.
      

     

    
      
         

      

      
        9

        
        

      

      
         

      

    

    (b) Seller
      has paid or has maintained adequate accruals on Seller’s books and the Interim
      Financial Statements for all Taxes (whether or not shown on a Tax Return and
      whether or not presently due and payable), including contingent Tax Liabilities,
      with respect to (i) all Taxable periods ending on or before the Closing Date
      and
      (ii) all Taxable periods starting before and ending after the Closing Date
      to
      the extent attributable to the portion of such periods up to and including
      the
      Closing Date.

     

    (c) Seller
      is
      not delinquent in the payment of any Tax relating to the Business or the Assets.
      

     

    (d) There
      is
      no Tax deficiency asserted against Seller, and there is no unpaid assessment,
      proposal for additional Taxes, deficiency or delinquency in the payment of
      any
      of the Taxes of Seller or Sellers relating to the Business or the Assets, or,
      to
      the knowledge of Seller, any violation of any Applicable Law that could be
      asserted by any Governmental Authority. 

     

    (e) There
      are
      no Liens for Taxes against Seller upon any properties or assets of Seller
      (including the Assets), nor has notice been given of any event that could lead
      to any such Lien. 

     

    (f) No
      IRS,
      state or local Proceeding involving Seller is in progress, pending, or, to
      the
      knowledge of Seller, Threatened or contemplated and the results of any completed
      audits or other Proceedings are properly reflected in the Interim Financial
      Statements. 

     

    (g) Seller
      has not committed any violation of any Applicable Law regarding Taxes.


     

    (h) All
      amounts required to be withheld by Seller from employees, independent
      contractors, shareholders, creditors or others or collected from customers
      for
      income Taxes, social security and unemployment insurance Taxes and sales, excise
      and use Taxes, and such Taxes to be paid by Seller or set aside in accounts
      for
      any such purpose, have either been paid to the applicable Governmental Authority
      or been accrued, reserved against and entered upon Seller’s books and Interim
      Financial Statements. 

     

    (i) Seller
      acknowledges that Seller is responsible for any Taxes accrued through the
      Closing Date. 

     

    (j) Seller
      is
      a United States person within the meaning of Section 7701(a)(30) of the Code.
      

     

    Each
      reference to a provision in this Section 3.9 shall be treated for state, local
      and foreign Tax purposes as reference to analogous or similar provisions for
      state, local and foreign law.

     

    3.10 Compliance
      with Law.

     

    (a) Neither
      Seller, the Business nor the Assets is in violation of any Applicable Law,
      where
      such violation would be expected to have a Material Adverse Effect on the
      Seller, the Business or the Assets. Seller is not aware of, nor prior to the
      date hereof, has it received notice of, any past, present or future conditions,
      events, practices or incidents that could be expected to interfere with, or
      prevent the Assets’ compliance or continued compliance with, Applicable Law
      after the Closing. 

     

    (b) Schedule
      3.10(b)
      sets
      forth all Permits and Governmental Consents necessary for, or otherwise material
      to, or used in, the ownership, use or operation of the Assets. Except as set
      forth in Schedule
      3.10(b),
      all
      such Permits and Governmental Consents have been duly obtained and are in full
      force and effect.

     

    3.11 Title
      to Assets. 
      Seller
      has good and indefeasible title to all of the Assets, including any Assets
      whose
      ownership remains listed under the prior name of Seller, S2 Golf, Inc., and
      the
      Assets are free and clear of all Liens. Except in this Agreement, Seller has
      not
      sold, transferred, leased, assigned or otherwise disposed of any of the Assets,
      or agreed to do so. Upon consummation of the Transactions, Purchaser will own
      the Assets free and clear of all Liens. 

     

    
      
         

      

      
        10

        
        

      

      
         

      

    

    3.12 Customers.

     

    Seller
      is
      not aware of any fact or reason that could prohibit the continuance or otherwise
      impair in any material respect the relationship of Purchaser with Seller’s
      customers after Closing. Schedule 3.12
      sets
      forth a true and correct list of the twenty-five (25) largest customers in
      terms
      of sales during the fiscal years ended December 31, 2005, and during the
      year-to-date period ended June, 2006, showing the approximate total sales to
      each such customer during each of such periods. Except as set forth on
Schedule
      3.12,
      to
      Seller’s knowledge, there has not been any material adverse change in the
      business relationship of Seller with any customer set forth on Schedule 3.12.
      Except
      as set forth on Schedule
      3.12,
      Seller
      does not currently have any material outstanding and/or unresolved claims or
      issues asserted by any customers. Seller does not have any prepayments or
      deposits of any kind from any customers.

     

    3.13 Proprietary
      Rights. Seller
      owns or validly licenses the right to use all Intangible Assets. Seller has
      exercised reasonable efforts to protect its Intangible Assets. Except as
      reflected on Schedule
      3.13,
      no
      Consent of any Person will be required for the use of the Intangible Assets
      by
      Purchaser after the consummation of the Transactions contemplated hereby, and
      the Transactions will not result in any breach of any agreement relating to
      any
      Intangible Assets. No claim or opposition has been asserted by any Person to
      the
      ownership of or Seller’s right to use any of the Intangible Assets or
      challenging or questioning the validity or effect of any license or agreement
      relating thereto. Each of the Intangible Assets is valid and subsisting, has
      not
      been canceled, abandoned or otherwise terminated and, if applicable, has been
      duly asserted, registered and filed. The Intangible Assets owned by Seller
      are
      owned free and clear of all Liens. To Seller’s knowledge, Purchaser’s use of the
      Intangible Assets as such assets have historically been utilized, will not
      infringe on or violate the rights of any other Person. No Proceedings have
      been
      instituted, are pending or, to Seller’s knowledge, Threatened or are
      contemplated that challenge or oppose the rights of Seller with respect to
      any
      of the Intangible Assets. Seller has not received any notice or inquiry from
      any
      Person, and is not aware of, any alleged infringement by Seller of any
      intellectual property right. Except as set forth on Schedule
      3.13,
      Seller
      has not given nor is it bound by any agreement of indemnification in connection
      with any Intangible Assets. 

     

    3.14 Permits.
      Seller
      has all Permits necessary or required for the ownership of the Assets. Except
      as
      set forth on Schedule
      3.14,
      each of
      the Permits is transferable, and the Permits will be transferred to Purchaser
      on
      the Closing Date, or as soon thereafter as permitted or possible, in accordance
      with Applicable Law or the requirements of the issuing Governmental Authority.
      

     

    3.15 Product
      Warranties. There
      is
      no claim against or Liability of Seller on account of product warranties or
      with
      respect to the sale or distribution of products, including any amount due to
      any
      customer by reason of any understanding or agreement between Seller and any
      customer. There is no claim against any vendor by, or any liability of any
      vendor of Seller to, any customer of Seller.

     

    3.16 Product
      Liability. To
      Seller’s knowledge, Seller does not have any Liability arising out of any injury
      to individuals or property as a result of the ownership, possession or use
      of
      any Asset. 

     

    3.17 Absence
      of Certain Business Practices. Neither
      Seller, nor any director, officer, shareholder, or employee or agent of Seller,
      nor any other Person acting on Seller’s behalf, has, directly or indirectly,
      within the past five (5) years given or agreed to give any gift or similar
      benefit to any customer, supplier, governmental employee or other Person who
      is
      or may be in a position to help or hinder the Business (or assist in connection
      with any actual or proposed transactions) which (a) could subject Seller or
      any
      such Person to any damage or penalty in any civil, criminal or governmental
      Proceeding, (b) if not given in the past, could have had a Material Adverse
      Effect on the Business as reflected in the Financial Statements or (c) if not
      continued in the future, could have a Material Adverse Effect on the Business
      or
      which could subject Seller or any such Person to suit or penalty in any private
      or governmental Proceeding.

     

    3.18 Third-Party
      Payments. Except
      as
      set forth in Schedule
      3.18,
      no
      finder, broker or other Person is entitled to any commission, fee or other
      compensation in connection with any of the Transactions contemplated by this
      Agreement.

     

    3.19 Disclosure. 
      

     

    
      
         

      

      
        11

        
        

      

      
         

      

    

    To
      the
      best of Seller’s knowledge, Seller has delivered or made available to Purchaser
      true, correct and complete copies of all documents listed on the Disclosure
      Schedule. To the best of Seller’s knowledge, there is no fact known to Seller
      that has specific application to the Assets that could reasonably be expected
      to
      have a Material Adverse Effect. 

     

    
      	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES OF
                PURCHASER

            


    

     

    Purchaser
      hereby represents and warrants to Seller that the following are true, correct
      and complete as of the date of this Agreement, regardless of what
      investigations, if any, Seller shall have made prior hereto or prior to the
      Closing:

     

    4.1 Organization.
      Purchaser
      is a limited liability company organized and validly existing under Applicable
      Laws of the State of Texas.

     

    4.2 Authority
      Relative to this Agreement. Purchaser
      has full power and authority to execute, deliver and perform this Agreement
      (including execution, delivery and performance of the Operative Documents)
      and
      to consummate the Transactions. The execution and delivery by Purchaser of
      this
      Agreement and the Operative Documents, and the consummation of the Transactions,
      have been duly and validly authorized by the Board of Managers of the Purchaser
      and no other corporate proceedings on the part of Purchaser are necessary with
      respect thereto. This Agreement has been duly and validly executed and delivered
      by Purchaser, and constitutes a legal, valid and binding obligation of Purchaser
      enforceable in accordance with its terms (subject, as to enforcement, to
      applicable bankruptcy, insolvency, moratorium, reorganization or similar
      Applicable Laws affecting creditors’ rights generally and to general equitable
      principles). 

     

    4.3 Consents
      and Approvals. No
      Consent from or of any Governmental Authority or any other Person is necessary
      in connection with the execution, delivery or performance of this Agreement
      by
      Purchaser other than Consents which have already been obtained.

     

    4.4 Absence
      of Litigation. There
      is
      no Proceeding pending, or to the knowledge of Purchaser, Threatened that would
      impair or infringe upon Purchaser’s ability to perform as agreed pursuant to
      this Agreement.

     

    4.5 Third
      Party Payments. No
      finder, broker or other Person is entitled to any commission, fee or other
      compensation in connection with any of the Transactions contemplated by this
      Agreement as a result of any action by Purchaser.

     

    4.6 Availability
      of Funds. Purchaser
      has sufficient cash available to enable it to consummate the Transactions,
      including the delivery of the Initial Cash Amount.

     

    
      	
              5.

            	
              ADDITIONAL
                AGREEMENTS

            


    

     

    5.1 Purchaser
      Investigation.No
      investigations by Purchaser or its employees, representatives or agents shall
      reduce or otherwise affect the Liability of Seller with respect to any
      representations, warranties, covenants or agreements made herein or in an
      exhibit, schedule or other certificate, instrument, agreement or other Operative
      Document (including the Disclosure Schedules), executed or delivered in
      connection with this Agreement.

     

    5.2 Further
      Assurances. At
      any
      time after the Closing Date, if any further action is necessary, proper or
      advisable to carry out the terms, purposes and intent of this Agreement, then,
      as soon as is reasonably practicable, each party to this Agreement shall take,
      or cause its proper officers to take, such action. Without limiting the
      generality of the foregoing, Seller shall execute and deliver to Purchaser
      such
      instruments of transfer as shall be reasonably necessary or appropriate to
      vest
      in Purchaser good and indefeasible title to the Assets. Each party hereto
      further agrees to cooperate fully with the other party after the consummation
      of
      the Transactions for the purpose of providing Purchaser with the information
      and
      access to information necessary to ensure Purchaser with a reasonably smooth
      transition into the ownership and use of the Assets.

     

    
      
         

      

      
        12

        
        

      

      
         

      

    

    5.3 ConsentsNotwithstanding
      any other provision of this Agreement, to the extent that the assignment by
      Seller of any Asset to be sold or assigned hereunder shall require the Consent
      of another Person thereto, the consummation of the Transactions shall not
      constitute an assignment or attempt at an assignment thereof if such assignment
      or attempted assignment would constitute a breach thereof. If any Consent of
      a
      third Person with respect to any one or more of the Assets is not obtained
      at or
      prior to Closing, each party hereto agrees to take whatever action that may
      be
      necessary to provide Purchaser with the uninhibited benefits of such Assets,
      subject to the assumption by Purchaser of Seller’s obligations thereunder, until
      such Consent is obtained.

     

    5.4 Agreement
      Regarding Brokers. Each
      party agrees that it will pay or dispute, and hold the other parties harmless
      from, any claims of brokers or others for finder’s or brokerage fees or
      commissions asserted as a result of representations by such party to such
      brokers or others, regardless of whether the existence of such brokers or others
      are disclosed herein.

     

    5.5 Public
      AnnouncementsThe
      parties agree to consult with each other prior to making any public announcement
      or other public disclosure concerning the Transactions contemplated by this
      Agreement. Except as otherwise required by Applicable Law, neither party shall
      and shall not permit any of its respective Affiliates, agents or representatives
      to, make, directly or indirectly, a public announcement regarding the
      Transactions without the prior written consent of the other party, which consent
      shall not be unreasonably withheld, conditioned or delayed. If a party is
      required by Applicable Law to make any such disclosure, it must provide notice
      of such requirement, as soon as practicable, to the other party and shall
      provide the other party reasonable opportunity to review and comment on any
      proposed announcement prior to its disclosure.

     

    5.6 Information;
      Inspection of Records. Seller
      shall cooperate with Purchaser after the Closing by providing Purchaser, in
      each
      case without any additional consideration, but at the expense of Purchaser,
      promptly upon request, access to such books and records and other information
      regarding or relating to the Assets (but which were not included among the
      Assets) as may reasonably be requested from time to time by Purchaser, including
      any information requested in connection with the preparation or audit of
      Purchaser’s federal, state and local income and other Tax Returns, including
      disputes, refund claims or litigation relating thereto, and any other third
      Person litigation or investigation, if any. In such connection, Seller will
      afford the Purchaser’s representatives, including independent advisers and
      others, reasonable access to inspect books and records regarding or relating
      to
      the Assets during regular business hours and upon at least two (2) weeks’ prior
      written notice. As used in this Section 5.6, this right of inspection shall
      include the right to make extracts or copies at Purchaser’s expense..


     

    5.7 Payment
      of Liabilities. Following
      the Closing, Seller shall pay or otherwise satisfy and discharge, in the
      ordinary course of business, all Liabilities, including any delinquent Tax
      Liabilities, relating to the Assets incurred through the Closing Date, to the
      extent the failure to do so would adversely impact the Purchaser or the Assets.
      In the event any of Seller’s payables to creditors and/or Tax Authorities are
      not so paid and Purchaser subsequently satisfies such payables, Purchaser may
      offset its payments in accordance with Section 9.6.

     

    5.8 Mail.
      Purchaser,
      on the one hand, and Seller, on the other hand, each agree to promptly deliver
      to the other the original of any mail or other communication received by such
      party after the Closing Date that should properly be the property of the other.
      Purchaser, on the one hand, and Seller, on the other hand, each further agree
      from and after the Closing Date to promptly deliver to the other any monies,
      checks or other instruments of payment to which the other party is entitled
      hereunder, together with a reasonable accounting therefor.

     

    5.9 Change
      of Name. On
      the
      Closing Date, Seller shall execute and, promptly thereafter, file with the
      Secretary of State of New Jersey such documents and resolutions as are necessary
      to change Seller’s name to another name that is not deceptively similar to any
      name used by Seller prior to the Closing Date and, upon receipt of a certified
      copy of an Amendment to Seller’s Certificate of Incorporation reflecting the
      name change, Seller shall promptly deliver to Purchaser a copy of the certified
      Amendment to Seller’s Certificate of Incorporation. Further, Seller shall,
      within five (5) days following the Closing, execute and file with the Secretary
      of State of New Jersey and such other appropriate authorities in any other
      jurisdiction, such documents and/or instruments necessary to abandon Seller’s
      use of the names “Women’s Golf Unlimited,” “WGU”, “Square Two” or “Lady
      Fairway.” Subject to the License Agreement, Seller further agrees not to operate
      any future or present business activity under any name or assumed/fictitious
      names similar to any name previously used by Seller and regarding or relating
      to
      the Assets.

     

    
      
         

      

      
        13

        
        

      

      
         

      

    

    5.10 Taxes.
      All
      transfer, documentary, sales, use, stamp, registration and other such Taxes
      and
      fees (including any penalties and interest) incurred in connection with this
      Agreement (“Transfer Taxes”), if any, shall be borne solely by Seller and Seller
      shall file all necessary Tax Returns and other documentation with respect to
      any
      such Transfer Taxes and, if required by Applicable Law, Purchaser will join
      in
      the execution of any such Tax Returns and other documentation. Seller and
      Purchaser shall each use commercially reasonable efforts to secure the
      availability of any applicable Transfer Tax exemption if such Transfer Tax
      would
      result from the consummation of the Transactions contemplated by this Agreement.
      

     

    5.11 Inventory.

     

    (a) Between
      the Closing Date and when Seller’s inventory is sold in its entirety, and upon
      reasonable advance notice to Seller from Purchaser, Purchaser may, in its sole
      discretion, purchase and acquire, from time to time from Seller, at a purchase
      price equal to Seller’s landed cost (i.e., the sum of the unit purchasing cost
      and the shipping cost), all or any portion of Seller’s then existing inventory,
      wherever located, including all finished goods, works in process, raw materials,
      spare parts and all other materials and supplies historically used by Seller
      in
      the production of finished goods relating to the WGU Trademarks (collectively,
      the “Inventory”).

     

    (b) From
      and
      after the Closing Date, Seller shall not purchase or acquire, or agree to
      purchase or acquire, without the prior written consent of Purchaser which may
      be
      withheld in Purchaser’s sole discretion, any new Inventory (including raw
      materials, supplies or other materials which would be included in
      Inventory).

     

    5.12 Warranty
      Claims. On
      and
      after the Closing Date, any Liability of Seller under its standard warranty
      agreement(s) given by Seller to its former customers in the ordinary course
      of
      business prior to the Closing Date (each a “Warranty Claim”) (other than any
      Liability arising out of or related to a breach of such warranty agreement(s)
      that occurred and was known to Seller prior to the Closing Date) shall be
      treated as follows:

     

    (a) During
      the Earn Out Period, and provided that Seller continues its operations,
      Purchaser may in its discretion honor on a reasonable businesslike basis any
      Warranty Claims. Purchaser shall be entitled to reimbursement from Seller for
      any Warranty Claims honored pursuant to this Section 5.12(a) promptly upon
      notice to Seller specifying in reasonable detail the amount of such Warranty
      Claims undertaken by Purchaser; provided,
      however,
      that the
      failure to give such notice and/or notice of a claim will not constitute an
      election of remedies or limit Purchaser in any manner in the enforcement of
      any
      other remedies that may be available to Purchaser by reason of its discharge
      of
      Seller’s Liabilities under this Section 5.12(a). 

     

    (b) If
      Seller
      ceases operations prior to the end of the Earn Out Period, Purchaser shall
      be
      responsible for honoring all Warranty Claims and may offset amounts paid in
      satisfaction of such Warranty Claims against the Earn Out Obligation, pursuant
      to Section 9.5 of the Agreement. 

     

    (c) Upon
      termination of the Earn Out Period, Purchaser may, at its sole discretion,
      honor
      all Warranty Claims; provided, however, that, upon exercise of such discretion,
      Purchaser may not, thereafter, seek reimbursement from Seller
      therefor.

     

    
      
         

      

      
        14

        
        

      

      
         

      

    

    5.13 Confidentiality.

     

    Purchaser
      agrees that any information contained in any Schedule or Exhibit to this
      Agreement or otherwise provided to Purchaser pursuant to this Agreement shall
      be
      held by Purchaser as confidential information in accordance with, and shall
      be
      subject to the terms of, that certain letter confidentiality agreement, dated
      June 26, 2006, by and between Seller and Purchaser Parent (the “Confidentiality
      Agreement”). The terms of the Confidentiality Agreement are hereby incorporated
      by reference herein and shall continue in full force and effect, and if this
      Agreement is terminated or if the Closing shall not have occurred for any reason
      whatsoever, the Confidentiality Agreement shall thereafter remain in full force
      and effect in accordance with its terms.

     

    5.14 Limited
      License Agreement.

     

    In
      order
      to facilitate the sale of the Inventory and collection of Seller’s receivables,
      Purchaser and Seller shall enter into a Limited License Agreement at Closing,
      in
      the form set forth in Exhibit
      D
      hereto,
      pursuant to which Purchaser shall grant Seller a royalty-free Limited license
      to
      use the WGU Trademarks for the sole purpose of selling the Inventory until
      such
      time as the Inventory is sold, or otherwise disposed of, in its entirety not
      to
      exceed the duration of the Earn Out Period plus 60 days thereafter under any
      circumstances.

     

    
      	
              6.

            	
              CONDITIONS
                TO CLOSING

            


    

     

    The
      obligation of the parties to consummate the Transactions is subject to the
      fulfillment, on or before the Closing Date, of all of the following conditions,
      all of which, with the exception of Section 6.1, may be waived by either party,
      at its sole discretion, with respect to the other party:

     

    6.1 Shareholder
      Approval.

     

    The
      Agreement and the Transactions shall have been approved by Seller’s shareholders
      in accordance with Seller’s bylaws and Applicable Law.

     

    6.2 Due
      Performance.

     

    The
      parties shall each have fully performed and complied with all agreements,
      covenants and conditions required by this Agreement to be performed or complied
      with.

     

    6.3 Accuracy
      of Representations and Warranties.

     

    All
      representations and warranties of the parties set forth in this Agreement shall
      be true and correct at the Closing in all material respects, as though made
      on
      and as of the Closing Date.

     

    6.4 No
      Legal Prohibition

     

    On
      the
      Closing Date, no Proceeding shall be pending that seeks to enjoin, restrain
      or
      prohibit the parties, or to obtain substantial damages from either Purchaser
      or
      Seller, in respect of the consummation of the Transactions.

     

    6.5 Fairness
      Opinion.

     

    At
      or
      prior to the Closing, Seller shall provide Purchaser with a Fairness Opinion
      from a mutually agreed upon third-party provider.

     

    
      	
              7.

            	
              TERMINATION

            


    

     

    7.1 Termination
      by Mutual Consent.

     

    This
      Agreement may be terminated and the Transactions may be abandoned at any time
      prior to the Closing Date by mutual written consent of Purchaser and
      Seller.

     

    
      
         

      

      
        15

        
        

      

      
         

      

    

    7.2 Termination
      by Either Party.

     

    The
      Agreement may be terminated and the Transactions may be abandoned by either
      Purchaser or Seller:

     

    (a) if
      the
      Closing shall not have occurred by February 15, 2007 (the “Termination Date”);
provided,
      however,
      that the
      right to terminate this Agreement pursuant to this clause shall not be available
      to any party that has breached in any material respect its obligations under
      this Agreement in any manner that shall have proximately contributed to the
      occurrence of the failure of the Transactions to be consummated;

     

    (b) if
      any
      Order permanently restraining, enjoining or otherwise prohibiting consummation
      of the Transactions shall become final and non-appealable; or 

     

    (c) if
      there
      has been a material breach by the other party of any representation, warranty,
      covenant or agreement contained in this Agreement that, alone or together with
      any or all other such breaches, would prevent any of the conditions set forth
      in
      Section 6 from being satisfied (other than by waiver) prior to the Termination
      Date and that is not curable or, if curable, is not cured within twenty (20)
      days after written notice of such breach is given by the non-breaching party
      of
      the other party.

     

    7.3 Effect
      of Termination

     

    In
      the
      event of termination of this Agreement, this Agreement shall become void and
      of
      no effect with no liability on the party of any party hereto, except that the
      provisions of Sections 5.5, 5.13, 7 and 10 shall remain in full force and
      effect; provided,
      however,
      that
      nothing in this Section 7.3 shall be deemed to relieve any party hereto of
      any
      liability or Damages resulting from any breach of this Agreement.

     

    
      	
              8.

            	
              CLOSING

            


    

     

    The
      closing for the consummation of the Transactions contemplated by this Agreement
      (the “Closing”) shall take place at the offices of Chicago Title Company Dallas,
      Texas 75201, no later than three (3) business days after approval by Seller’s
      shareholders of the Agreement and the Transactions (the “Closing Date”);
      provided that it is anticipated that the parties will effect the Closing
      remotely in accordance with Section 8.15.

     

    
      	
              9.

            	
              INDEMNIFICATION

            


    

     

    9.1 Survival.
      The
      representations and warranties set forth herein shall survive the execution
      and
      delivery of this Agreement, the respective Operative Documents and the Closing
      and shall fully expire and terminate twelve (12) months after the Closing
      Date. 

     

    9.2 Indemnification
      by Seller. Seller
      covenants and agrees to defend, indemnify and hold Purchaser, Purchaser Parent,
      and their respective Affiliates, including but not limited to directors,
      members, officers, managers, employees, agents, representatives, successors
      and
      assignees (collectively, “Purchaser Indemnitees”) harmless from and against any
      and all Damages, Liabilities (joint or several), and Proceedings, of any kind
      or
      nature whatsoever , directly or indirectly resulting from relating to or arising
      out of:

     

    (a) any
      breach of, or any inaccuracy in, any representation or warranty of Seller (or
      any alleged breach or inaccuracy in a representation or warranty, if any third
      party alleges facts that, if true, would constitute a breach of inaccuracy
      in
      such representation or warranty) contained herein or in any document or
      instrument executed and delivered pursuant hereto or thereto, including any
      Operative Document;

     

    (b) the
      non-performance (partial or total) of any covenant or obligation to be performed
      by Seller contained herein or in any document or instrument executed and
      delivered pursuant hereto or thereto, including any Operative
      Document;

     

    
      
         

      

      
        16

        
        

      

      
         

      

    

    (c) any
      Liability of Seller of any nature arising out of the conduct of the Business
      or
      any use or ownership of any of the Assets on or prior to the Closing
      Date;

     

    (d) any
      Excluded Liability;

     

    (e) Transaction
      Expenses of Seller; and

     

    (f) the
      failure or alleged failure of Seller or any Affiliate of Seller to pay when
      due
      any Tax, satisfy any Tax Liability or to withhold for any Tax or for failing
      or
      allegedly failing to accurately complete any Tax Return due with regard thereto,
      in each case relating to the ownership, use and/or operation of the Assets
      and/or the Business on or prior to the Closing Date, but only to the extent
      such
      failure would adversely impact Purchaser’s use of the Assets, and/or, subject to
      Section 5.10, based on any Tax triggered by, based on, arising out of, or
      attributable to the Transactions contemplated or effected
      hereunder.

     

    9.3 Indemnity
      by Purchaser. Purchaser
      covenants and agrees to defend, indemnify and hold Seller and Seller’s
      Affiliates, including but not limited to directors, officers, managers,
      employees, agents, representatives, successors and assignees (collectively,
      “Seller Indemnitees”) harmless from and against any and all Damages, Liabilities
      (joint or several), and Proceedings, of any kind or nature whatsoever , directly
      or indirectly resulting from relating to or arising out of:

     

    (a) any
      breach of, or any inaccuracy in, any representation or warranty of Purchaser
      (or
      any alleged breach or inaccuracy in a representation or warranty, if any third
      party alleges facts that, if true, would constitute a breach of inaccuracy
      in
      such representation or warranty) contained herein or in any document or
      instrument executed and delivered pursuant hereto or thereto, including any
      Operative Document; 

     

    (b) the
      non-performance (partial or total) of any covenant or obligation to be performed
      by Purchaser contained herein or in any document or instrument executed and
      delivered pursuant hereto or thereto, including any Operative
      Document;

     

    (c) any
      Liability of Purchaser of any nature arising out of the use or ownership of
      any
      of the Assets after the Closing Date by Purchaser;

     

    (d) Transaction
      Expenses of Purchaser; and

     

    (e) the
      failure or alleged failure of Purchaser or any Affiliate of Purchaser to pay
      when due any Tax, satisfy any Tax Liability or to withhold for any Tax or for
      failing or allegedly failing to accurately complete any Tax Return due with
      regard thereto, in each case relating to the ownership, use and/or operation
      of
      the Assets after the Closing Date, and/or, subject to Section 5.10, based on
      any
      Tax triggered by, based on, arising out of, or attributable to the Transactions
      contemplated or effected hereunder.

     

    
      
         

      

      
        17

        
        

      

      
         

      

    

    9.4 Defense
      of Third-Party Claims. If
      a
      claim for indemnity is to be made by a Purchaser Indemnitee or Seller Indemnitee
      (an “Indemnified Person”) against Seller or Purchaser, as the case may be (the
“Indemnifying Person”), the Indemnified Person shall give written notice to the
      Indemnifying Person as soon as practical after the Indemnified Person becomes
      aware of any fact, condition or event that may give rise to a claim for which
      indemnification may be sought under this Article 9. If any lawsuit or
      enforcement action is filed against an Indemnified Person, written notice
      thereof shall be given to the Indemnifying Person as promptly as practicable
      (and in any event within fifteen (15) days after the service of the citation
      or
      summons); provided,
      however,
      that
      failure to give such notice shall not preclude such Indemnified Person’s right
      to indemnification hereunder. Nothing contained herein shall preclude an
      Indemnified Person from taking any action deemed reasonably necessary or
      appropriate in response to any third-party claims during such interim period.
      An
      indemnification claim may, at the option of the Indemnified Person, be asserted
      as soon as any situation, event or occurrence has been noticed by the
      Indemnified Person regardless whether actual harm has been suffered or
      out-of-pocket expenses incurred. After such notice, if the Indemnifying Person
      acknowledges in writing to the Indemnified Person within ten (10) days of
      receiving notice that the Indemnifying Person shall be obligated under the
      terms
      of its indemnity hereunder in connection with such lawsuit or action, then
      the
      Indemnifying Person shall be entitled, if it so elects, to take control of
      the
      defense and investigation of such lawsuit or action and to employ and engage
      attorneys reasonably acceptable to the Indemnified Person to handle and defend
      the same, at the Indemnifying Person’s cost, risk and expense, provided that the
      Indemnifying Person and its counsel shall proceed with diligence and in good
      faith with respect thereto. If the Indemnifying Person decides not to
      participate or does not respond within ten (10) days of receiving notice from
      the Indemnified Person, then the Indemnified Person shall be entitled, at the
      Indemnifying Person’s expense, to defend, conduct, settle or compromise such
      matter with counsel selected by the Indemnified Person. The Indemnified Person
      may, at the Indemnifying Person’s cost, participate in the investigation, trial
      and defense of such lawsuit or action or any appeal arising therefrom. The
      Indemnifying Person shall have the right to settle or compromise monetary
      claims. As to any other type of claim, however, the Indemnifying Person shall
      first obtain the prior written consent from the Indemnified Person, which
      consent shall be exercised in the Indemnified Person’s sole discretion. If the
      Indemnifying Person has acknowledged to the Indemnified Person its obligation
      to
      indemnify hereunder, the Indemnified Person shall not settle such lawsuit or
      enforcement action without the prior written consent of the Indemnifying Person,
      and the Indemnifying Person may not settle or compromise any claim over the
      objection of the Indemnified Person; provided,
      however,
      if the
      settlement or compromise does not result in any Liability to the Indemnified
      Person or otherwise require the Indemnified Person to take any action or to
      refrain from taking any action, consent to such settlement or compromise shall
      not be unreasonably withheld, conditioned or delayed. The Indemnifying Person
      shall keep the Indemnified Person fully apprised of the status of the suit,
      action or proceeding and shall make the Indemnifying Person’s counsel available
      to the Indemnified Person, at the Indemnifying Person’s expense, upon the
      reasonable request of the Indemnified Person. The Indemnified Person shall
      cooperate in all reasonable respects with the Indemnifying Person in connection
      with any such claim and shall make personnel, books and records and other
      information relevant to the claim available to the Indemnifying Person to the
      extent that such personnel, books and records and other information are in
      the
      possession and/or control of the Indemnified Person. Notwithstanding anything
      to
      the contrary contained in this Section 9.4, if the Indemnifying Person fails
      to
      respond to any service of citation or notice contemplated herein, or to
      prosecute the defense of such action or lawsuit in a diligent manner, the
      Indemnified Person shall be entitled to notify the Indemnifying Person in
      writing and take over the defense in such matter and to settle the action or
      lawsuit following twenty (20) days prior notice to the Indemnifying Person,
      both
      at the expense of the Indemnifying Person. 

     

    9.5 Limitations.

     

    Notwithstanding
      anything contained in this Agreement to the contrary, neither party shall be
      liable to indemnify the other party:

     

    (a) for
      Damages pursuant to Sections 9.2 or 9.3, as the case may be, until the aggregate
      amount of all such Damages exceeds $50,000 and then the Indemnifying Person
      shall be liable only to the extent that such Damages exceed
      $50,000;

     

    (b) for
      any
      Damages claimed pursuant to Sections 9.2 or 9.3, as the case may be, in excess
      of $600,000 in the aggregate plus the Earn Out Obligation;

     

    (c) for
      any
      claim as to which either party, or any Affiliate, agent or representative of
      such party, had knowledge of the material facts or circumstances underlying
      such
      claim prior to the Closing Date.

     

    9.5 Offset.
      Purchaser
      shall be entitled to offset during the Earn Out Period against any sums due
      and
      owing to Seller, including amounts due under the Earn Out Obligation,
      Liabilities of Seller to Purchaser arising out of an obligation for
      indemnification pursuant to this Article 9. 

     

    9.6 No
      Third-Party Beneficiaries. The
      foregoing indemnification is given solely for the purpose of protecting the
      Purchaser Indemnitees and Seller Indemnitees and lenders of the Purchaser to
      whom Purchaser assigns its rights hereunder, and shall not be deemed extended
      to, or interpreted in a manner to confer any benefit, right or cause of action
      upon, any other Person.

     

    
      
         

      

      
        18

        
        

      

      
         

      

    

    
      	
              10.

            	
              GENERAL
                PROVISIONS AND OTHER
                AGREEMENTS

            


    

     

    10.1 Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if and when delivered personally or transmitted by telex or
      telecopy (receipt confirmed), mailed by registered or certified mail (return
      receipt requested) or sent by a recognized next business day courier to the
      parties at the following addresses (or at such other address for a party as
      shall be specified by like notice):

     

    
      	
            	(a)	
              If
                to Purchaser or Purchaser Parent:

            


    

     

    WGU,
      LLC

    2801
      East
      Plano Parkway

    Plano,
      Texas 75074

    Attention:
      Chief Financial Officer

    Facsimile:
      (972) 673-9897

    


    with
      a
      copy (which shall not constitute notice) to the following:

    


    Andrews
      Kurth LLP

    1717
      Main
      Street, Suite 3700

    Dallas,
      Texas 75201

    Attention:
      Joseph A. Hoffman, Esq.

    Facsimile:
      (214) 659-4861

    


    
      	
            	(b)	
              If
                to Seller:

            


    

     

    Women’s
      Golf Unlimited, Inc.

    c/o
      Robert Ross, Chairman

    160
      Buckthorn Rd.

    Bayden,
      PA 15005

    Attention:
      Robert Ross

    Facsimile:
      (724) 935-6422

    


    with
      a
      copy (which shall not constitute notice) to:

    


    Squire,
      Sanders & Dempsey L.L.P.

    4900
      Key
      Tower, 127 Public Square

    Cleveland,
      Ohio 44114

    Attention:
      Mary Ann Jorgenson, Esq.

    Facsimile
      No.: (216) 479-8780

    


    10.2 Fees
      and Expenses. Seller
      and Purchaser shall each pay all of their respective fees, costs and expenses
      (including those of accountants, appraisers and attorneys) incurred in
      connection with or related to the preparation, negotiation, execution, delivery,
      satisfaction, compliance and consummation of this Agreement and the Transactions
      contemplated hereby.

     

    
      
         

      

      
        19

        
        

      

      
         

      

    

    10.3 Interpretation;
      Construction. The
      headings contained in this Agreement are for reference purposes only and shall
      not affect the meaning or interpretation of this Agreement. Terms such as
“herein,” “hereof,” “hereinafter” refer to this Agreement as a whole and not to
      the particular sentence or paragraph where they appear and unless the context
      otherwise requires. Terms used in the plural include the singular, and vice
      versa, unless the context otherwise requires. The parties hereto acknowledge
      that each party was represented by legal counsel or had the opportunity to
      obtain legal counsel in connection with this Agreement and that each party
      and
      each party’s counsel, as applicable, have reviewed this Agreement or have had an
      opportunity to do so, and that any rule of construction to the effect that
      ambiguities are to be resolved against the drafting party shall not be employed
      in the interpretation of this Agreement.

     

    10.4 Parties
      in Interest.Nothing
      in this Agreement, whether express or implied, is intended to confer any rights
      or remedies under or by reason of this Agreement on any Persons other than
      Purchaser and Seller and their respective successors and permitted assigns,
      and
      nothing in this Agreement is intended to relieve or discharge the obligation
      or
      Liability of any third Person to any party to this Agreement, nor shall any
      provisions give any third Person any right or subrogation against any party
      to
      this Agreement.

     

    10.5 Governing
      Law.This
      Agreement shall be construed and enforced in accordance with the substantive
      laws of the State of Texas without reference to the conflict of law provisions
      thereof. 

     

    10.6 Incorporation
      by Reference.The
      Disclosure Schedules and any other Schedules and exhibits hereto shall be deemed
      incorporated by reference in this Agreement.

     

    10.7 Entire
      Agreement; Amendment; Waiver. This
      Agreement, the Disclosure Schedules and the Operative Documents constitute
      the
      entire Agreement between Seller and Purchaser pertaining to the subject matter
      contained herein and therein and supersedes all prior agreements,
      representations, and all understandings of the parties. No supplement,
      modification or amendment of this Agreement or any such other instruments shall
      be binding unless expressed as such and executed in writing by Purchaser and
      Seller. No waiver of any of the provisions of this Agreement or any such other
      instruments shall be deemed to be
      or
      shall constitute a waiver of any other provisions hereof or thereof, whether
      or
      not similar, nor shall any such waiver constitute a continuing waiver. No waiver
      shall be binding unless expressed as such in a document executed by the party
      making the waiver.

     

    10.8 Assignment;
      Binding Effect. This
      Agreement may not be assigned by operation of law or otherwise, except that
      the
      rights of the Purchaser hereunder may be assigned to lenders of Purchaser,
      if
      any. Notwithstanding any provision hereof, Purchaser may assign all or part
      of
      its rights under this Agreement to any of Purchaser’s subsidiaries or to a
      successor by merger, consolidation or other business combination, and such
      assignee of Purchaser, shall thereafter receive and enjoy the benefits of all
      of
      Seller’s obligations hereunder with respect to the rights so assigned. This
      Agreement shall be binding on and shall inure to the benefit of the respective
      successors and permitted assigns of the parties hereto, but nothing contained
      in
      this paragraph shall be construed as a consent to any assignment of this
      Agreement by either Purchaser or Seller unless otherwise set out
      herein.

     

    10.9 Severability.
      If
      any
      term or other provision of this Agreement or any portion thereof, is invalid,
      illegal or incapable of being enforced by any rule of law or public policy,
      all
      other terms and provisions of this Agreement, or remaining portion thereof,
      shall nevertheless remain in full force and effect so long as the economic
      or
      legal substance of the transactions contemplated hereby is not affected in
      any
      manner materially adverse to any party. Upon such determination that any such
      term or other provision, or any portion thereof, is invalid, illegal or
      incapable of being enforced, the parties hereto shall negotiate in good faith
      to
      modify this Agreement so as to effect the original intent of the parties as
      closely as possible in an acceptable manner to the end that the transactions
      contemplated hereby are consummated to the fullest extent possible.

     

    10.10 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    10.11 Headings.
      The
      headings of this Agreement are for convenience only and do not constitute a
      part
      of this Agreement. 

     

    
      
         

      

      
        20

        
        

      

      
         

      

    

    10.12 Arbitration.

     

    (a) If
      the
      parties are unable to resolve any controversy, dispute or claim arising out
      of,
      or relating to, this Agreement (any such controversy, claim or dispute, a
“Dispute”) on or before the 30th day following the receipt by the parties of
      written notice of such Dispute from the other party, which notice describes
      in
      reasonable detail the nature of the dispute and the facts and circumstances
      relating thereto, the parties shall, by delivery by one party of written notice
      to the other party, require that representatives of the parties meet at a
      mutually agreeable time and place in an attempt to resolve such Dispute. Such
      meeting shall take place on or before the 15th day following the date of the
      notice requiring such meeting, and if the Dispute has not been resolved within
      fifteen (15) days following such meeting, unless the parties agree to an
      extension, any one or more of the parties shall cause such Dispute to be settled
      by final and binding arbitration in Dallas, Texas. Each party hereto hereby
      consents to the jurisdiction of the arbitrators and waives any objection to
      the
      jurisdiction of such arbitrator. The obligation shall be initiated by filing
      a
      written demand for arbitration with the Judicial Arbitration and Mediation
      Services (“JAMS”), with a copy to the other party or parties, within thirty (30)
      days following the expiration of such 15-day period. The arbitration will be
      conducted in accordance with the provisions of the Comprehensive Arbitration
      Rules of JAMS in effect at the time of filing of the demand for arbitration;
      provided that the parties agree that each party to the Dispute shall have
      discovery to the extent provided by the arbitrators.

     

    (b) Purchaser,
      on the one hand, and Seller, on the other hand, will appoint one person to
      hear
      and determine the Dispute within fifteen (15) days after receipt of notice
      of
      arbitration from the noticing party. The two (2) persons so chosen will select
      a
      third impartial, neutral arbitrator, and their majority decision will be final
      and conclusive upon both parties hereto. If either Purchaser, on the one hand,
      or Seller, on the other hand, fails to designate its arbitrator within twenty
      (20) days after the notice provided for herein, then the arbitrator designated
      by the one will act as the sole arbitrator and will be deemed to be the single,
      mutually approved arbitrator to resolve the controversy. In the event the
      parties are unable to agree upon a rate of compensation for the arbitrators,
      they will be compensated for their services at a rate to be determined by the
      JAMS.

     

    (c) The
      party
      who is the prevailing party in any arbitration proceeding commenced hereunder
      shall be entitled, as a part of the arbitration award, to petition the
      arbitrators to award the costs and expenses (including reasonable attorneys’
fees and interest from the date due until paid at the maximum rate allowable
      by
      law on any award) of investigating, preparing and pursuing an arbitration claim
      as such costs and expenses are determined by the arbitrators.

     

    (d) Purchaser,
      on the one hand, and Seller, on the other hand, shall each deposit one half
      of
      all estimated fees and expenses of the arbitration proceeding with the JAMS
      within fourteen (14) days after a Dispute has been submitted to
      arbitration.

     

    (e) THE
      ARBITRATOR OR ARBITRATORS SHALL NOT BE EMPOWERED TO AWARD DAMAGES IN EXCESS
      OF
      COMPENSATORY DAMAGES (WHICH COMPENSATORY DAMAGES INCLUDE REASONABLE ATTORNEYS
      FEES AND EXPERT WITNESS FEES) AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
      RIGHT
      TO RECOVER SUCH DAMAGES (INCLUDING PUNITIVE DAMAGES) IN ANY FORUM.

     

    (f) The
      arbitrators will, upon the request of any party, issue a written opinion of
      their findings of fact and conclusions of law.

     

    10.13 Jurisdiction;
      Venue

     

    The
      parties hereto agree that any suit, action or proceeding involving, arising
      out
      of, or relating to the enforcement of the arbitration provisions of Section
      10.12 shall be instituted only in the state or federal courts in Collin County,
      Texas. Application shall also be made to such court to confirm, modify or vacate
      any decision or award of the arbitrators, for an order of enforcement and for
      any other remedies, including equitable remedies, which may be necessary to
      effectuate such decision or award. Each party waives any objection it may have
      now or hereafter to the laying of the venue of any such suit, action or
      proceeding in [Collin County, Texas and any defense of inconvenient forum and
      irrevocably submits to the jurisdiction of any of the federal or state courts
      in
      Collin County, Texas in any such suit, action or proceeding. The provisions
      of
      this Section 10.13 shall be specifically enforceable against the parties.
      Process in any action or proceeding relating to this Agreement and the
      arbitration provisions of Section 8.13 may be served on any party anywhere
      in
      the world.

     

    
      
         

      

      
        21

        
        

      

      
         

      

    

    10.14 Execution
      by Facsimile; Delivery of Original Signed Agreement;
      Counterparts.

     

    This
      Agreement may be executed by facsimile, and shall be deemed effectively executed
      upon the receipt by Purchaser and Seller of the last page of this Agreement
      duly
      executed by the other parties hereto. Each party to this Agreement agrees to
      deliver two (2) original, inked and signed copies of this Agreement within
      four
      (4) days of faxing the executed last page hereof.

     

    10.15 Disclosure
      Schedules.

     

    Each
      of
      the statements made in the Disclosure Schedules shall be deemed a representation
      and warranty of Seller as if such statements were set forth herein. In the
      event
      of any inconsistency between the statements in the body of this Agreement and
      those in the Disclosure Schedules (other than an exception expressly set forth
      as such in the Disclosure Schedules in relation to a specifically identified
      representation or warranty), those in this Agreement shall control. No specific
      representation or warranty shall limit the generality or applicability of a
      more
      general representation or warranty. Any matter disclosed in any Disclosure
      Schedule shall be deemed to be disclosed with respect to any other
      representation or warranty of Seller to the extent that it is disclosed in
      such
      a way as to make its relevance to such other section reasonably apparent on
      its
      face.

     

    10.16 Purchaser
      Parent Guarantee

     

    (a) Purchaser
      Parent hereby unconditionally guarantees to Seller the prompt performance of
      all
      of Purchaser’s payment and other obligations (including the payment of any
      indemnification obligations) hereunder and payment of all amounts or performance
      of all obligations that Purchaser may be obligated to pay or perform in
      connection with any of the terms of this Agreement or the Operative
      Documents.

     

    (b) Purchaser
      Parent is a Limited Liability Partnership incorporated and validly existing
      under Applicable Laws of the State of Texas. .

     

    (c) Purchaser
      Parent has full power and authority to execute, deliver and perform this
      Agreement and to consummate the Transactions. The execution and delivery by
      Purchaser Parent of this Agreement and the consummation of the Transactions
      have
      been duly and validly authorized by all necessary corporate action and no other
      corporate proceedings on the part of Purchaser Parent are necessary with respect
      thereto. This Agreement has been duly and validly executed and delivered by
      Purchaser Parent, and constitutes a legal, valid and binding obligation of
      Purchaser Parent enforceable in accordance with its terms (subject, as to
      enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization
      or
      similar Applicable Laws affecting creditors’ rights generally and to general
      equitable principles). 

     

    


     

    (Signature
      page follows)

     

    


    
      
         

      

      
        22

        
        

      

      
         

      

    



    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement or have caused this Agreement to
      be
      executed by their duly authorized officers.

     

    PURCHASER:

    


    WGU,
      LLC

    


    


    By: /s/
      O.G. Brewer, III  

    Name: O.G.
      Brewer, III 

    Title: President
      & CEO

     

    


    PURCHASER
      PARENT:

    


    ADAMS
      GOLF, LTD. 

    


    


    By: /s/
      O.G. Brewer, III  

    Name: O.G.
      Brewer, III 

    Title: President
      & CEO

     

    


    SELLER:

    


    WOMEN’S
      GOLF UNLIMITED, INC.

    


    


    By: /s/
      Douglas A. Buffington  

    Name: Douglas
      A. Buffington

    Title: President

     

    


     

    
      
         

      

      
        23

        
        

      

      
         

      

    



    EXHIBIT
      A

     

    Agreement
      to Preserve Corporate Opportunity

     

    
      
         

      

      
         

        
        

      

      
         

      

    



    AGREEMENT
      TO PRESERVE CORPORATE OPPORTUNITY

     

    THIS
      AGREEMENT TO PRESERVE CORPORATE OPPORTUNITY
      (this
“Agreement”) is dated __________,
      200__,
      by and among WGU, LLC, a Texas limited liability company (“Buyer”), and Women’s
      Golf Unlimited, Inc., a New Jersey corporation (the “Company”). 

     

    RECITALS:

     

    Concurrently
      with the execution of this Agreement, for good and valuable consideration,
      the
      Company is selling certain assets (the “Assets”) to Buyer pursuant to the terms
      and conditions of that certain Asset Purchase Agreement, dated as of December
      15, 2006 (the “Purchase Agreement”), by and among Buyer and the Company.
      Pursuant to Section 2.6(a) of the Purchase Agreement, the Company is executing
      and delivering to Buyer this Agreement.

     

    AGREEMENT

     

    The
      parties, intending to be legally bound, agree as follows:

     

    
      	
              1.

            	
              Definitions.
                Capitalized terms not expressly defined in this Agreement shall have
                the
                meanings ascribed to them in the Asset Purchase
                Agreement.

            


    

     

    The
      term
“Confidential
      Information”
      means
      all of the confidential and proprietary information relating to the Assets
      existing as of the date hereof and/or hereafter in possession of the Company
      relating to the Assets, including all information and compilations of
      information of any kind, type or nature (tangible and intangible, written or
      oral, and including information contained, stored or transmitted through any
      electronic medium) relating to the financial conditions, results of operations,
      business, properties or future prospects of Assets as utilized by the Buyer,
      special arrangements regarding the pricing and purchase of products or services
      including proprietary methods, cost information, customer and potential customer
      lists and contact information, pricing and volume by customer, customer
      preferences, supplier information, agency and contractor relationships and
      contact information, sales and profit information, goodwill, any other trade
      secrets, including information concerning services and products, developments,
      techniques, processes, formulae, know-how, new service, product and marketing
      plans, inventions, discoveries, patent applications, ideas, designs, drawings,
      test data, computer programs, software (including object code and source code),
      databases, technologies, systems, structures and architectures, methods,
      research, procurement and sales activities and procedures, promotion and pricing
      techniques and credit and financial data concerning customers and potential
      customers for products and services related to or resulting from utilization
      of
      the Assets, and technical proprietary information and any other intangible
      assets whether communicated orally, electronically, in writing or in any other
      tangible media. Confidential Information shall not include information that
      (a)
      is generally available to the public or that is customarily and generally
      available for other businesses in the same industry; (b) hereafter becomes,
      through no act or failure to act on the part of the Company, generally known
      or
      available in the public domain; or (c) is hereafter furnished to the Company
      by
      a third party, as a matter or right and without restriction on
      disclosure.

     

    
      	
              2.

            	
              Acknowledgments
                by the Company. The Company acknowledges that (a) Buyer has required
                that the Company make the covenants set forth in Sections 3 and 4
                of this
                Agreement as a condition to the consummation of the transactions
                contemplated by the Purchase Agreement; (b) the covenants in
                Sections 3 and 4 are essential elements of the proposed transaction
                and protect the vital interests of Buyer; (c) the provisions of
                Sections 3 and 4 of this Agreement are reasonable and necessary to
                protect
                and preserve the business of the Company, and (d) Buyer would be
                irreparably damaged if the Company were to breach the covenants set
                forth
                in Sections 3 and 4 of this
                Agreement.

            


    

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    
      	
              3.

            	
              Nondisclosure
                and Nonuse of Confidential Information. In connection with and as
                a result
                of the transactions contemplated by the Purchase Agreement, the Company
                shall possess and receive from Buyer Confidential Information, including
                under Section 2.3 of the Purchase Agreement. Therefore, from and
                after the
                date of this Agreement, the Company agrees that it will not, at any
                time,
                disclose to any unauthorized Persons or use for its own account (except
                as
                it relates to the enforcement of the Company’s rights and obligations
                under the Purchase Agreement) or for the benefit of any third Person
                any
                Confidential Information, whether the Company has such Confidential
                Information in the memory of its officers, directors and/or employees
                or
                Affiliates or embodied in writing or other physical or tangible form
                or
                media, without the Buyer’s express written consent, which may be withheld
                in the Buyer’s sole discretion, unless the communication of such
                Confidential Information is in response to a valid order by a court
                or
                other Governmental Authority or is otherwise required by Applicable
                Law
                (but only to the extent of such order or requirements and after prompt
                written notice to the Buyer of such order or requirement). The Company
                agrees to use commercially reasonable efforts, upon request from
                time to
                time, to locate and provide to Buyer such specific items of Confidential
                Information that may be reasonably requested by Buyer from time to
                time,
                whether embodied in electronic, hard copy or any other form, that
                the
                Company may then possess or have under its
                control.

            


    

     

    
      	
              4.

            	
              Prohibited
                Activities. As an inducement for Buyer to consummate the transactions
                contemplated in the Purchase Agreement, the Company to the extent
                provided
                in this Agreement, agrees that:

            


    

     

    4.1 For
      a
      period of twenty-four (24) months following the date hereof:

     

    (a) Neither
      the Company nor any of its affiliated entities will, directly or indirectly,
      in
      New Jersey, engage or invest in, own, manage, operate, finance, control or
      participate in the ownership, management, operation, financing or control of,
      or
      lend money or credit to any business whose products or activities compete,
      directly or indirectly, with the design, manufacture, assembly, marketing and/or
      or sale of products or services utilizing the Assets; provided, however, that
      the Company or its affiliated entities may purchase or otherwise acquire up
      to
      (but not more than) five percent (5%) of any class of securities of any
      enterprise (but without otherwise participating in the activities of such
      enterprise) if such securities are listed on any national or regional securities
      exchange or have been registered under Section 12(g) of the Securities Exchange
      Act of 1934, as amended, and further provided that the Company and/or its
      affiliated entities will, in no way, participate, either directly or indirectly,
      in the management, operation or other activities of such enterprise. For the
      purposes of this Section 4(a)(i), an “affiliated entity” shall explicitly
      exclude the Company’s officers, directors and employees and the parties agree
      that the prohibitions set forth in this Section 4(a)(i) shall not apply to
      such
      officers, directors and employees.

     

    (b) Neither
      the Company nor its Affiliates will, directly or indirectly, either for
      themselves or any other Person, (a) induce or attempt to induce any current
      independent contractor or other Persons providing services to the Buyer in
      connection with its utilization of the Assets to cease providing services to
      the
      Buyer or its Affiliates, (b) in any way interfere with the relationship
      between the Buyer or its Affiliates and any current employee or independent
      contractor of the Buyer or its Affiliates or any other Person providing services
      to the Buyer or its Affiliates in connection with their utilization of the
      Assets, (c) knowingly employ or otherwise engage or hire (including
      participating in the interviewing, selecting, recruiting, screening, hiring,
      training or on-boarding) as an employee, independent contractor or otherwise,
      any independent contractor of the Buyer or its Affiliates or any Person who
      has
      been such an independent contractor of the Buyer or its Affiliates within the
      twelve (12) months preceding the date hereof, in each case in connection with
      Buyer’s utilization of the Assets, or (d) induce or attempt to induce any
      customer, supplier, licensee or business relation of the Buyer or its Affiliates
      to cease doing business with the Buyer or its Affiliates, or in any way
      interfere with the relationship between any current customer, supplier, licensee
      or business relation and the Buyer or its Affiliates.

     

    (c) Neither
      the Company nor its Affiliates will, directly or indirectly, either for
      themselves or any other Person, solicit the business of, or contact or engage
      in
      business with, any Person known to any of them to be a current customer of
      the
      of the Buyer or its Affiliates with respect to products or services that utilize
      the Assets.

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    (d) Each
      of
      the Sellers and the Company agrees that the restrictions set forth above are
      ancillary to or part of otherwise enforceable agreements, are supported by
      independent valuable consideration, and that the limitations as to time,
      geographical area, and scope of activity to be restrained by this Section 4
      are
      reasonable and acceptable in all respects, do not impose any greater restraint
      than is reasonably necessary to protect the goodwill and other business
      interests of Buyer and its ownership of the Assets, and are more than adequately
      paid for in the significant consideration derived by the Company, directly
      or
      indirectly, under the Purchase Agreement. The Company ratifies the restrictions
      set forth in this Section 4, agrees not to challenge, and covenants not to
      sue
      Buyer or its Affiliates regarding, the enforceability of the covenants stated
      herein.

     

    4.2 The
      parties agree that, if for any reason the court disagrees with the agreements
      and the acknowledgements of the parties in this Agreement, the court will have
      jurisdiction to modify any of the covenants of this Section 4 in accordance
      with
      the respective court’s
      ruling
      as to reasonableness or scope of application and that, consistent with Section
      10 of this Agreement, this Agreement shall remain enforceable and in force
      as
      modified or amended. In the event of a breach by the Company of any covenant
      set
      forth in Section 4(a) of this Agreement, the term of such covenant will be
      extended by the period of the duration of such breach. The Company’s
      obligations under this Section shall survive the Closing.

     

    4.3 The
      covenants of the Company contained in this Section 4 will be construed as
      independent of any other provision in this Agreement, the Purchase Agreement,
      any of the Operative Documents or any related agreements, and the existence
      of
      any claim or cause of action by the Company against Buyer or its Affiliates
      will
      not constitute a defense to the enforcement by Buyer of such covenants. The
      Company further agrees that notwithstanding any other alleged breach of this
      Agreement, the provisions of this Section 4 will be valid and binding upon
      the
      Company. 

     

    
      	
              5.

            	
              Remedies.
                If the Company breaches the covenants set forth in Sections 3 or
                4 of this
                Agreement, Buyer will be entitled to all of the following
                remedies:

            


    

     

    5.1 The
      recovery from the Company of all losses relating to or arising from such
      breaches;

     

    5.2 Injunctive
      or other equitable relief without posting bond to restrain any breach or
      threatened breach or otherwise to specifically enforce the provisions of
      Sections 3 and 4 of this Agreement, it being agreed that money damages alone
      would be inadequate to compensate Buyer and would be an inadequate remedy for
      such breach; and/or

     

    5.3 Any
      other
      rights Buyer may have at law, in equity or under contract.

     

    The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative.

     

    
      	
              6.

            	
              Successors
                and Assigns. This Agreement will be binding upon Buyer, the Company
                and
                their respective Affiliates will inure to the benefit of Buyer, and
                its
                successors and assigns. This Agreement may be assigned by Buyer to
                its
                successors by merger, consolidation, business combination, conversion
                or
                sale of all or substantially all of Buyer’s assets, but may not be
                assigned by the Company.

            


    

     

    
      	
              7.

            	
              Waiver.
                Neither the failure nor any delay by any party in exercising any
                right,
                power or privilege under this Agreement will operate as a waiver
                of such
                right, power or privilege, and no single or partial exercise of any
                such
                right, power or privilege will preclude any other or further exercise
                of
                such right, power or privilege or the exercise of any other right,
                power
                or privilege. To the maximum extent permitted by Applicable Law,
                (a) no
                claim or right arising out of this Agreement can be discharged by
                one
                party, in whole or in part, by a waiver or renunciation of the claim
                or
                right unless in writing signed by the other party; (b) no waiver
                that may
                be given by a party will be applicable, except in the specific instance
                for which it is given; and (c) no notice to or demand on one party
                will be
                deemed to be a waiver of any obligation of such party or of the right
                of
                the party giving such notice or demand to take further action without
                notice or demand as provided in this
                Agreement.

            


    

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    
      	
              8.

            	
              Governing
                Law; Jurisdiction. This Agreement shall be construed and enforced
                in
                accordance with the internal laws of the State of Texas
                without regard to any conflicts or choice of law principles that
                would
                require the application of the laws other than the internal laws
                of the
                State of Texas.
                The parties (a) hereby irrevocably submit to the jurisdiction of
                the state
                courts of Collin County, Texas, and to the jurisdiction of the United
                States District Court for the Northern District of Texas, for the
                purpose
                of any suit, action or other proceeding arising out of or based upon
                this
                Agreement or any document collateral hereto or the subject matter
                hereof
                or thereof brought by any party or their respective successors or
                assigns
                and (b) hereby waive, and agree not to assert, by way of motion,
                as a
                defense or otherwise, in any such suit, action or proceeding, any
                claim
                that it is not subject personally to the jurisdiction of the above-named
                courts, that the suit, action or proceeding is brought in an inconvenient
                forum, that the venue of the suit, action or proceeding is improper,
                or
                that this Agreement or any document collateral thereto or the subject
                matter hereof or thereof may not be enforced in or by such court,
                and (c)
                hereby waive and agree not to seek any review of the decision of
                a Collin
                County, Texas state or federal court by any court of any other
                jurisdiction that may be called upon to grant enforcement of the
                judgment
                of any such Collin County, Texas state or federal
                court.

            


    

     

    
      	
              9.

            	
              Entire
                Agreement. This Agreement, the Purchase Agreement and any of the
                Operative
                Documents or related agreements constitute the entire agreement between
                the parties with respect to the subject matter of this Agreement
                and
                supersede all prior written and oral agreements and understandings
                between
                the parties with respect to the subject matter of this Agreement.
                This
                Agreement may not be amended, except by a written agreement executed
                by
                the parties.

            


    

     

    
      	
              10.

            	
              Severability.
                Whenever possible each provision and term of this Agreement will
                be
                interpreted in a manner to be effective and valid, but if any provision
                or
                term of this Agreement is held to be prohibited or invalid, then
                such
                provision or term will be ineffective only to the extent of such
                prohibition or invalidity, without invalidating or affecting in any
                manner
                whatsoever the remainder of such provision or term or the remaining
                provisions or terms of this Agreement. If any of the covenants set
                forth
                in Section 4 of this Agreement are held to be unreasonable, arbitrary,
                against public policy or otherwise unenforceable as written, such
                covenants will be considered divisible with respect to time, geographic
                area, and scope of activity to be restrained and in such lesser time,
                geographic area, and scope of activity to be restrained will be effective,
                binding, enforceable and in force against the
                Company.

            


    

     

    
      	
              11.

            	
              Counterparts.
                This Agreement may be executed in one or more counterparts, each
                of which
                will be deemed to be an original copy of this Agreement and all of
                which,
                when taken together, will be deemed to constitute one and the same
                agreement.

            


    

     

    
      	
              12.

            	
              Section
                Headings; Construction. The headings of Sections in this Agreement
                are
                provided for convenience only and will not affect its construction
                or
                interpretation. All references to “Section” or “Sections” refer to the
                corresponding Section or Sections of this Agreement unless otherwise
                specified. All words used in this Agreement will be construed to
                be of
                such gender or number as the circumstances require. Unless otherwise
                expressly provided, the words “including” and “includes” do not limit the
                preceding words or terms. 

            


    

     

    
      	
              13.

            	
              Notices.
                All notices, consents, waivers and other communications under this
                Agreement must be in writing and will be deemed to have been duly
                given
                when (a) delivered by hand (with written confirmation of receipt),
                (b)
                sent by facsimile (with written confirmation of receipt), provided
                that a
                copy is mailed by registered mail, return receipt requested, or (c)
                when
                received by the addressee, if sent by a nationally recognized overnight
                delivery service (receipt requested), in each case to the appropriate
                addresses and facsimile numbers set forth below (or to such other
                addresses and facsimile numbers as a party may designate by notice
                to the
                other parties):

            


    

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    If
      to
      Buyer:

     

    WGU,
      LLC

    2801
      East
      Plano Parkway

    Plano,
      Texas 75054

    Attention:
      Chief Financial Officer

    Facsimile:
      (972) 673-9897

     

    with
      copies (which shall not constitute notice) to the following:

     

    Andrews
      Kurth LLP

    1717
      Main
      Street, Suite 3700

    Dallas,
      Texas 75201

    Attention:
      Joseph A. Hoffman, Esq.

    Facsimile:
      (214) 659-4861

     

    If
      to the
      Company:

     

    Women’s
      Golf Unlimited, Inc.

    c/o
      Robert Ross, Chairman

    160
      Buckthorn Rd.

    Bayden,
      PA 15005

    Attention:
      Robert Ross

    Facsimile:
      (724) 935-6422

     

    with
      a
      copy to:

     

    Squire,
      Sanders & Dempsey L.L.P.

    4900
      Key
      Tower, 127 Public Square

    Cleveland,
      Ohio 44114

    Attention:
      Mary Ann Jorgenson, Esq.

    Facsimile
      No.: (216) 479-8780

     

    
      	
              14.

            	
              No
                Third Party Beneficiaries. No person, firm or corporation other than
                Buyer
                and the Company shall have any rights under this Agreement or the
                provisions contained herein.

            


    

     

    (Signature
      page follows)

     

    
      
         

      

      
         

        
        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed and delivered this Agreement as of the date first above
      written.

     

    BUYER:

     

    WGU,
      LLC

     

    By:
      ______________________________      

    Name:
      ____________________________       

    Title:
      _____________________________       

    


    


    THE
      COMPANY:

    WOMEN’S
      GOLF UNLIMITED, INC.

    


    By:
      ______________________________       

    Name:
      ____________________________       

    Title: 
      _____________________________      

    


    


    
      
         

      

      
         

        
        

      

      
         

      

    


    EXHIBIT
      B

     

    Assignment
      of Proprietary Rights

     

    
      
         

      

      
         

        
        

      

      
         

      

    



    PROPRIETARY
      RIGHTS ASSIGNMENT

     

    THIS
      PROPRIETARY RIGHTS ASSIGNMENT
      (“Agreement”) is dated [_________, 200__], by and between WOMEN’S GOLF
      UNLIMITED, INC., a New Jersey corporation (the “Assignor”) and WGU, LLC, Texas
      limited liability company (“Assignee”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      Assignor and Assignee have entered into that certain Asset Purchase Agreement,
      dated as of December 15, 2006 (the “Purchase Agreement”);

     

    WHEREAS,
      pursuant to the Purchase Agreement, Assignor desires to convey to Assignee
      all
      of Assignor’s collective rights, titles and interests to the Assets as defined
      and described in the Asset Purchase Agreement; and

     

    WHEREAS,
      Assignor and Assignee desire to execute a document suitable for recordation
      of
      the assignment of the Assets to Assignee pursuant to the Purchase
      Agreement;

     

    NOW,
      THEREFORE,
      for and
      in consideration of these premises, the mutual covenants and undertakings herein
      contained and for other good and valuable consideration, the full receipt and
      sufficiency of which are hereby expressly acknowledged and confessed and
      intending to be legally bound hereby, the parties hereto agree as
      follows:

     

    
      	
              1.

            	
              Conveyance
                of Proprietary Rights to Assignee.
                Assignor does hereby sell, convey, transfer, assign and deliver unto
                Assignee and its successors and assigns, all of the rights, titles,
                privileges and interests of Assignor, as of the date hereof, in,
                to and
                under all the Assets (as defined in the Purchase Agreement) including,
                without limitation, those described in Schedule
                2.1(a)
                attached to the Purchase Agreement (which is incorporated by reference
                herein and made a part hereof for all purposes), all good will associated
                with the Assets, and the right to sue for any past, present and future
                infringements or other unauthorized uses of the foregoing and to
                collect
                any damages therefor. Without limiting the generality of the foregoing,
                Assignor shall execute and deliver to Assignee any instruments, documents
                or agreements required by any registrar, hosting service or other
                Person
                with respect to the transfer of any of the
                Assets.

            


    

     

    
      	
              2.

            	
              Covenants,
                Representations and Warranties.
                This Proprietary Rights Assignment is executed pursuant to the Purchase
                Agreement, and all of the terms and conditions of the Purchase Agreement
                are part of this Proprietary Rights Assignment as if fully incorporated
                herein. Without limiting the generality of the foregoing, the Assets
                are
                transferred and sold subject to and with the benefit of the
                representations, warranties and covenants contained in the Purchase
                Agreement, including any exceptions thereto. Assignor hereby covenants,
                represents and warrants that (a) Assignor is rightfully and absolutely
                possessed of and entitled to transfer the interest in each of the
                Assets
                as such interest is described in Section 1 above and hereby sold,
                conveyed, transferred or assigned and that Assignor has all the rights,
                titles, interests and authority to sell, convey, transfer and assign
                the
                interest transferred in the Assets as such interest is described
                in
                Section 1 above to Assignee, its successors and assigns according
                to this
                Agreement, (b) Assignee shall immediately upon its execution and
                delivery
                of this Agreement have possession of and may from time to time and
                at all
                times hereafter peaceably and quietly have, hold, possess and enjoy
                the
                interest transferred in the Assets as such interest is described
                in
                Paragraph 1 above and hereby sold, conveyed, transferred and assigned
                to and for Assignee’s own use and benefit without any manner of hindrance,
                interruption, claim or demand whatsoever of, from or by Assignor
                or any
                Person (as defined in the Purchase Agreement) whomsoever and with
                good and
                indefeasible title thereto, free and clear and absolutely released
                and
                discharged from and against all Liens of whatever kind or character
                and
                (c) neither the validity of any of the Assets nor Assignor’s ownership
                rights thereto have ever been
                questioned.

            


    

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    
      	
              3.

            	
              Further
                Assurances.
                Assignor hereby covenants and agrees with Assignee, its successors
                and
                assigns that Assignor will, from time to time and at all times hereafter,
                upon every reasonable request of Assignee, its successors or assigns,
                make, do and execute or cause and procure to be made, done and executed
                all such further acts, deeds or assurances as may be reasonably required
                by Assignee, its successors or assigns, whether for more effectually
                and
                completely vesting in Assignee, its successors or assigns the Assets
                hereby sold, conveyed, transferred or assigned in accordance with
                the
                terms hereof or for the purpose of registration or
                otherwise.

            


    

     

    
      	
              4.

            	
              Power
                of Attorney.
                The Assignor hereby constitutes and appoints Assignee its true and
                lawful
                attorney-in-fact, with full power of substitution and resubstitution,
                in
                the name of Assignor or Assignee but on behalf and for the benefit
                of
                Assignee, to demand, collect and receive for the account of Assignee
                all
                of the Assets hereby sold, conveyed, transferred or assigned to Assignee
                or intended so to be; to institute or prosecute, in the name of Assignor
                or otherwise, all Proceedings (as defined in the Purchase Agreement)
                that
                Assignee may deem necessary or convenient in order to realize upon,
                affirm
                or obtain title to, or possession of, or to collect, assert or enforce
                any
                property, claim, right or title of any kind in or to the Assets hereby
                sold, conveyed, transferred or assigned to Assignee or intended so
                to be;
                and to do all such acts and things in relation thereto as Assignee
                shall
                deem reasonably desirable. Assignor agrees that the foregoing powers
                are
                coupled with an interest and are and shall be irrevocable by Assignor,
                assuming such power of attorney is reasonably
                exercised.

            


    

     

    
      	
              5.

            	
              Assignor
                as Trustee.
                Assignor hereby declares that, as to any of the Assets of the Assignor
                intended to be sold, conveyed, transferred or assigned to Assignee,
                its
                successors and assigns hereby the title to which, for any reason,
                has not
                passed to Assignee, its successors and assigns by virtue of this
                Agreement
                or any transfers or conveyances that may from time to time be executed
                and
                delivered in pursuance of the foregoing covenants, Assignor holds
                the same
                in trust for Assignee, its successors and assigns to sell, convey,
                transfer and assign the same as Assignee may from time to time
                direct.

            


    

     

    
      	
              6.

            	
              Controlling
                Agreement.
                It is contemplated that Assignor may, at any time or from time to
                time,
                execute, acknowledge and deliver one or more separate instruments
                of
                assignment and conveyance relating to certain of the Assets. No such
                separate instrument of assignment or conveyance shall limit the scope
                and
                effect of this Agreement. In the event that any conflict or ambiguity
                exists as between this Agreement and any such separate instrument
                of
                assignment, the terms and provisions of this Agreement shall govern
                and be
                controlling.

            


    

     

    
      	
              7.

            	
              Governing
                Law.
                The validity, interpretation and performance of this Agreement and
                any
                dispute connected herewith shall be governed by and construed in
                accordance with the substantive laws of the State of Texas, excluding
                any
                conflicts of law rule or principle which might refer same to another
                jurisdiction.

            


    

     

    
      	
              8.

            	
              Arbitration.
                If any Dispute
                or other matter in dispute hereunder is brought against either party
                hereto, such Dispute or other matter shall be resolved in accordance
                with
                Section 10.12 of the Purchase
                Agreement.

            


    

     

    
      	
              9.

            	
              Binding
                Effect.
                This Agreement shall be binding upon and inure to the benefit of
                the
                parties and their respective successors and
                assigns.

            


    

     

    
      	
              10.

            	
              Amendment.
                This Agreement may be amended, modified or supplemented only by an
                instrument in writing executed by the
                parties.

            


    

     

    
      	
              11.

            	
              Descriptive
                Headings.
                The descriptive headings of the several paragraphs, subparagraphs
                and
                clauses of this Agreement were inserted for convenience only and
                shall not
                be deemed to affect the meaning or construction of any of the provisions
                hereof.

            


    

     

    
      	
              12.

            	
              Counterparts.
                This Agreement may be executed in two or more counterparts, each
                of which
                shall be deemed an original, but all of which together shall constitute
                one and the same instrument.

            


    

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    (Signature
      page follows)

     

     

    
      
         

      

      
         

        
        

      

      
         

      

    


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

     

    ASSIGNOR:

    WOMEN’S
      GOLF UNLIMITED, INC.

    


    By:
      ______________________________       

    Name:
      ____________________________       

    Title:
      _____________________________       

    


     

    
      	STATE OF ___________ 	§ 	 
	 	 	 
	 	§ 	 
	 	 	 
	COUNTY OF ________ 	§ 	 


    

     

    BEFORE
      ME, the undersigned authority, on this day personally appeared
      _________________________, ______________ of Women’s Golf Unlimited, Inc., known
      to me to be the person whose name is subscribed to the foregoing instrument,
      and
      acknowledged to me that he/she executed the same for the purposes and
      consideration therein expressed, in the capacity therein stated, and as the
      act
      and deed and with full authority of said corporation.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE on this the ____ day of _________,
      2006.

     

    


                                                                           
______________________________________

    Notary
      in
      and for the State of ______________ 

    My
      Commission Expires:

     

    _____________________

     

    
      
         

      

      
         

        
        

      

      
         

      

    


    ASSIGNEE:

    WGU,
      LLC

     

     

    
      By:
        ______________________________       

      Name:
        ____________________________       

      Title:
        _____________________________       

           

    

    


    
      	STATE OF TEXAS 	§ 	 
	 	 	 
	 	§ 	 
	 	 	 
	COUNTY OF ________ 	§ 


    

     

    BEFORE
      ME, the undersigned authority, on this day personally appeared __________,
      ___________ of WGU, LLC, known to me to be the person whose name is subscribed
      to the foregoing instrument, and acknowledged to me that he/she executed the
      same for the purposes and consideration therein expressed, in the capacity
      therein stated, and as the act and deed and with full authority of said
      corporation.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE on this the ____ day of _________,
      2006.

     

    


    
                                                                             
______________________________________

      Notary
        in
        and for the State of Texas

       

    

     

    My
      Commission Expires:

    _____________________

     

    
      
         

      

      
         

        
        

      

      
         

      

    



    EXHIBIT
      C

     

    Bill
      of Sale

     

    
      
         

      

      
         

        
        

      

      
         

      

    



    BILL
      OF SALE

     

    THIS
      BILL OF SALE
      (“Bill
      of Sale”) effective as of this [___day of ________, 200__], is between WOMEN’S
      GOLF UNLIMITED, INC., a New Jersey corporation (“Assignor”), WGU, LLC, a Texas
      limited liability company (“Assignee”). All capitalized terms used herein and
      not defined shall have the meanings assigned to them in the Purchase Agreement
      (as defined below).

     

    WHEREAS,
      Assignor and Assignee have entered into that certain Asset Purchase Agreement,
      dated as of December 15, 2006 (the “Purchase Agreement”), pursuant to which,
      among other things, Assignee will purchase from Assignor the Assets;
      and

     

    WHEREAS,
      in
      order to effectuate the simultaneous sale and purchase of the Assets, Assignor
      is executing and delivering this Bill of Sale to Assignee.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises, the mutual covenants and agreements contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, and intending to be legally bound hereby,
      Assignor hereby agrees as follows:

     

    A
      G R E E M E N T S:

     

    
      	
              1.

            	
              Conveyance
                of Assets.
                On and subject to the terms and conditions of this Bill of Sale and
                the
                Asset Purchase Agreement, Assignor hereby SELLS, CONVEYS, TRANSFERS,
                ASSIGNS and DELIVERS unto Assignee and its successors and assigns,
                forever, all the Assets.

            


    

     

    
      	
              2.

            	
              Assumption
                of Liabilities.
                This Bill of Sale is made without assumption of any Liabilities of
                Assignor. 

            


    

     

    
      	
              3.

            	
              Further
                Assurances; Power of Attorney.
                From time to time, as and when requested by Assignee, Assignor shall
                execute and deliver, or cause to be executed and delivered, such
                documents
                and instruments and shall take, or cause to be taken, such further
                or
                other actions as may be reasonably necessary to carry out the purposes
                of
                this Bill of Sale. Assignor hereby constitutes and appoints Assignee
                its
                true and lawful attorney-in-fact, with full power of substitution
                and
                resubstitution, in the name of Assignor or Assignee but on behalf
                and for
                the benefit of Assignee, to demand, collect and receive for the account
                of
                Assignee all of the Assets hereby sold, conveyed, transferred or
                assigned
                to Assignee or intended so to be; to institute or prosecute, in the
                name
                of Assignor or otherwise, all proceedings that Assignee may deem
                necessary
                or convenient in order to realize upon, affirm or obtain title to
                or
                possession of or to collect, assert or enforce any property, claim,
                right
                or title of any kind in or to the Assets hereby sold, conveyed,
                transferred or assigned to Assignee or intended so to be; and to
                do all
                such acts and things in relation thereto as Assignee shall deem reasonably
                desirable. Assignor agrees that the foregoing powers are coupled
                with an
                interest and are and shall be irrevocable by Assignor, assuming such
                power
                of attorney is reasonably
                exercised.

            


    

     

    
      	
              4.

            	
              Controlling
                Agreement.
                It is contemplated that Assignor may, at any time or from time to
                time,
                execute, acknowledge and deliver one or more separate instruments
                of
                assignment and conveyance relating to certain of the Assets. No such
                separate instrument of assignment or conveyance shall limit the scope
                and
                effect of this Bill of Sale. In the event that any conflict or ambiguity
                exists as between this Bill of Sale and any such separate instrument
                of
                assignment, the terms and provisions of this Bill of Sale shall govern
                and
                be controlling.

            


    

     

    
      	
              5.

            	
              Governing
                Law.
                The validity, interpretation and performance of this Bill of Sale
                and any
                dispute concerned herewith shall be governed by and construed in
                accordance with the substantive laws of the State of Texas, excluding
                any
                conflicts of law rule or principle which might refer same to another
                jurisdiction. 

            


    

     

    
      	
              6.

            	
              Arbitration.
                If any Dispute
                or other matter in dispute hereunder is brought against either party
                hereto, such Dispute or other matter shall be resolved in accordance
                with
                Section 10.12 of the Purchase
                Agreement.

            


    

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    
      	
              7.

            	
              Purchase
                Agreement.
                This Bill of Sale is executed pursuant to the Purchase Agreement
                and the
                terms and conditions of the Purchase Agreement, including the
                representations and warranties concerning the Assets conveyed hereby,
                are
                part of this Bill of Sale as if fully incorporated herein. The Assets
                are
                transferred and sold subject to and with the benefit of the
                representations, warranties and covenants contained in the Purchase
                Agreement, including any exceptions
                thereto.

            


    

     

    
      	
              8.

            	
              Successors
                and Assigns.
                This Bill of Sale shall bind Assignor and its successors and assigns
                and
                inure to the benefit of Assignee and its successors and
                assigns.

            


    

     

    
      	
              9.

            	
              Amendment.
                This Bill of Sale may be amended, modified or supplemented only by
                an
                instrument in writing executed by the
                parties.

            


    

     

    
      	
              10.

            	
              Descriptive
                Headings.
                The descriptive headings of the several paragraphs, subparagraphs
                and
                clauses of this Bill of Sale were inserted for convenience only and
                shall
                not be deemed to affect the meaning or construction of any of the
                provisions hereof.

            


    

     

    
      	
              11.

            	
              Counterparts.
                This Agreement may be executed in two or more counterparts, each
                of which
                shall be deemed an original, but all of which together shall constitute
                one and the same instrument.

            


    

     

    


     

    [Signature
      page follows]

     

    
      
         

      

      
         

        
        

      

      
         

      

    


    EXECUTED
      EFFECTIVE
      as of
      the date first written above.

     

    ASSIGNOR:

     

    WOMEN’S
      GOLF UNLIMITED, INC.

     

    By:
      __________________________

    Name:
      ________________________

    Title:
      _________________________

     

     

    ASSIGNEE:

     

    WGU,
      LLC

     

    By:
      __________________________

    Name:
      ________________________

    Title:
      _________________________

    

 

    
      
         

      

      
         

        
        

      

      
         

      

    

    EXHIBIT
      D

     

    License
      Agreement

     

    
      
         

      

      
         

        
        

      

      
         

      

    



    LIMITED
      LICENSE AGREEMENT

     

    THIS
      LICENSE AGREEMENT
      (this
“Agreement”), dated as of ________, 2006 (the “Effective Date”) is by and
      between WGU, LLC, a Texas limited liability company with a principal place
      of
      business located at 2801 East Plano Parkway. Plano, Texas 75074 (“Licensor”),
      and WOMEN’S GOLF UNLIMITED, INC., a New Jersey corporation with a principal
      place of business located at 18 Gloria Lane, Fairfield, New Jersey, 07004-3306
      (“Licensee”). All terms not otherwise defined herein shall have the meanings
      attributed to them in that certain Asset Purchase Agreement, dated as of
      December 15, 2006, by and among Licensor, Licensee and Adams Golf, Inc. (the
      “Asset Purchase Agreement”).

     

    RECITALS:

     

    WHEREAS,
      pursuant to the terms of the Asset Purchase Agreement, Licensee has assigned
      and
      transferred to Licensor the trademarks, designs, logos, labels and slogans
      set
      forth on Annex
      A
      (collectively, the “Marks”), and, as a result, Licensor owns such Marks, which
      have been and will be utilized in connection with the marketing and sale of
      certain golf products and services; and

     

    WHEREAS,
      Licensee desires to obtain from Licensor a limited license to use the Marks
      during the Term (as herein defined) to enable it to market, liquidate and sell
      Licensee’s remaining inventory set forth on Annex
      B
      (the
“Remaining Inventory”) and to collect Licensee’s outstanding accounts receivable
      (together with the marketing, liquidation and sale of the Remaining Inventory,
      the “Permitted Uses”);

     

    NOW,
      THEREFORE,
      Licensor and Licensee hereby agree as follows:

     

    
      	
              1.

            	
              Grant
                of License. Subject to the terms and conditions of this Agreement,
                Licensor hereby grants to Licensee a fully paid, nontransferable,
                royalty-free limited license to use the Marks during the Term of
                this
                Agreement in the Continental United States solely for the purpose
                of
                marketing, liquidating and selling the remaining Inventory set forth
                on
                Annex
                B
                and collecting Licensee’s outstanding accounts receivable.
                

            


    

     

    
      	
              2.

            	
              Impairment
                of Mark /Goodwill. Licensee will not at any time do or cause to be
                done
                any act or thing in any way impairing or tending to impair any part
                of the
                Licensor’s right, title and interest in and to the Marks. Licensee will
                not in any manner represent that it has any ownership or other interest
                in
                the Marks or contest or challenge Licensor’s rights in the Marks, and
                Licensee acknowledges that use of the Marks shall not create in Licensee's
                favor any right, title or interest in the Marks, but instead, all
                uses of
                the Marks by Licensee (except for Permitted Uses) and all goodwill
                arising
                therefrom shall belong to, and inure solely to the benefit of,
                Licensor.

            


    

     

    
      	
              3.

            	
              Unauthorized
                Use of the Mark. During the Term of this Agreement, Licensee agrees
                not to
                sublicense, assign, or in any way transfer its rights hereunder to
                any
                third party. 

            


    

     

    
      	
              4.

            	
              Infringement/Unauthorized
                Use of the Mark. The parties agree to notify each other promptly
                in the
                ordinary course of business in the event any party believes that
                any of
                the Marks is being infringed or adversely affected by any unauthorized
                and
                unlawful use by third parties. The parties agree to cooperate with
                each
                other in the protection and enforcement of the rights of the Marks
                against
                any unauthorized use by third parties, provided that Licensor shall
                be
                solely responsible for all monetary obligations and liabilities with
                respect thereto, except to the extent such unauthorized use results
                from
                or arises out of Licensee’s breach of this Agreement in which case
                Licensee shall be solely responsible for all such obligations and
                liabilities. 

            


    

     

    
      	
              5.

            	
              No
                Representations or Warranties. Licensor does not make any representation
                or warranty of any kind to Licensee, including any representation
                or
                warranty regarding the quality, use or noninfringing nature of any
                of the
                Marks. 

            


    

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    
      	
              6.

            	
              Indemnification.
                Subject to the warranty claims provision set forth in Section 5.12
                of the
                Purchase Agreement, Licensee agrees, in addition to any other rights
                or
                remedies of Licensor, to defend, indemnify and hold Licensor harmless
                from
                any and all losses, damages liabilities or expenses arising out of,
                resulting from, or incurred in connection with, the Licensee’s use of the
                Marks, or from any consumer complaint, claim or legal action whatsoever,
                alleging damages, death, illness or injury, or otherwise resulting
                from
                the purchase or use of any of the Remaining Inventory whether foreseen
                or
                unforeseen.

            


    

     

    
      	
              7.

            	
              Term
                and Termination. 

            


    

     

    7.1 The
      term
      of this Agreement (the “Term”)
      shall
      commence on the Effective Date and shall terminate on the date that is 60 days
      after the end of the Earn Out Period, unless and until otherwise terminated
      in
      accordance with the terms of this Agreement. 

     

    7.2 Licensor
      may terminate this Agreement at any time for Licensee’s
      material breach of this Agreement, provided that Licensor has provided Licensee
      with written notice of such material breach and Licensee has failed to cure
      such
      breach within twenty (20) days of receipt of such notice. Upon termination
      of
      the Agreement, all rights in and to the Marks shall remain with Licensor,
      Licensee’s
      rights
      to use the Marks shall automatically cease and Licensee shall have no right
      to
      continue using the Marks and shall immediately discontinue all use of the Marks
      and any trade symbol or designation confusingly similar thereto. 

     

    
      	
              8.

            	
              Compliance
                with Laws. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
                ENFORCED
                ACCORDING TO THE STATE OF TEXAS AND IN CONFORMANCE WITH ALL APPLICABLE
                STATE, FEDERAL AND LOCAL LAWS, ORDINANCES, ORDERS, DIRECTIVES, RULES,
                AND
                REGULATIONS OF ANY GOVERNMENTAL BODY OR AGENCY HAVING JURISDICTION.
                ANY
                LITIGATION, SPECIAL PROCEEDING OR OTHER PROCEEDING AS BETWEEN THE
                PARTIES
                THAT MAY BE BROUGHT, OR ARISE OUT OF, IN CONNECTION WITH, OR BY REASON
                OF,
                THIS AGREEMENT SHALL BE BROUGHT IN THE APPLICABLE STATE OR FEDERAL
                COURTS
                IN COLLIN COUNTY, TEXAS, WHICH COURTS SHALL BE THE EXCLUSIVE COURTS
                OF
                JURISDICTION AND VENUE FOR ANY ACTION OR CLAIM ARISING UNDER THIS
                AGREEMENT, AND EACH OF THE PARTIES HERETO AGREES TO WAIVE ANY OBJECTION
                IT
                MAY HAVE TO PERSONAL JURISDICTION
                THEREIN.

            


    

     

    
      	
              9.

            	
              Injunctive
                Relief. Licensee understands and agrees that (a) violation in any
                material
                respect of any of the provisions of this Agreement by Licensee will
                cause
                immediate and irreversible harm to Licensor; (b) Licensor in such
                event
                will have no adequate remedy at law; and (c) Licensor in such even
                will be
                entitled to immediate restraint and preliminary and other injunctive
                relief, without any requirement to post bond, against any violation
                of
                this Agreement by Licensee. Any injunctive relief sought by Licensor
                will
                be in addition to, and in no way in limitation of, any remedies or
                rights
                to recover damages that Licensor may have at law or in equity for
                the
                enforcement of this Agreement.

            


    

     

    
      	
              10.

            	
              Notices.
                All notices or other communications required by or relating to this
                Agreement or the subject matter hereof shall be in writing and shall
                be
                personally delivered, sent by facsimile or telex (confirmation received),
                or mailed, by certified mail, postage prepaid, or sent by a recognized
                next business day courier to the parties at the following
                addresses:

            


    

     

    Licensor:

     

    WGU,
      LLC

    2801
      East
      Plano Parkway

    Plano,
      Texas 75074

    Attention:
      Mr. Eric Logan

    Facsimile:
      972-673-9200

    


    With
      a
      copy (which shall not constitute notice) to the following:

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    Andrews
      Kurth LLP

    1717
      Main
      Street, Suite 3700

    Dallas,
      Texas 75201

    Attention:
      Joseph A. Hoffman, Esq.

    Facsimile:
      214-659-4861

    


    Licensee:
      

     

    Women’s
      Golf Unlimited, Inc.

    c/o
      Robert Ross, Chairman

    160
      Buckthorn Rd.

    Bayden,
      PA 15005

    Attention:
      Robert Ross

    Facsimile:
      (724) 935-6422

    


    with
      a
      copy (which shall not constitute notice) to:

     

    Squire,
      Sanders & Dempsey, L.L.P.

    4900
      Key
      Tower

    127
      Public Square

    Cleveland,
      Ohio 44114-1304

    Attention:
      Mary Ann Jorgenson, Esq.

    Facsimile:
      216-479-8780

    


    or
      to
      such other address as may be designated in written notice to the other parties.
      All notices, requests, consents and demands hereunder will be effective when
      personally delivered or sent by facsimile or telex, three days after being
      mailed, or one business day after being sent by a recognized next business
      day
      courier.

     

    
      	
              11.

            	
              Counterparts.
                This Agreement may be executed in any number of counterparts, all
                of which
                taken together shall constitute one and the same instrument. In making
                proof of this Agreement, it shall not be necessary to produce or
                account
                for more than one such counterpart.

            


    

     

    
      	
              12.

            	
              Severability.
                If any provision of this Agreement is declared or found illegal,
                unenforceable or void, then all parties will be relieved of all
                obligations arising under such provision, but unenforceable or void,
                then
                all parties will be relieved of all obligations arising under such
                provision, but only to the extent that such provision is illegal,
                unenforceable or void, it being the intent and agreement of the parties
                that this Agreement will be deemed amended by modifying the provision
                to
                the minimum extent necessary to make it legal and enforceable while
                preserving the intent of such provision or, if that is not possible,
                by
                substituting therefor another provision that is legal and enforceable
                and
                achieves the same objective. If the remainder of this Agreement will
                not
                be affected by the declaration or finding and can be substantially
                performed, then each provision not so affected will be enforced to
                the
                extent permitted by law. 

            


    

     

    
      	
              13.

            	
              General.
                

            


    

     

    13.1 This
      Agreement may not be modified, altered, amended, or terminated except by the
      written agreement of each of the parties. 

     

    13.2 Any
      waiver, variation or amendment of any term or condition of this Agreement will
      be effective only if signed by authorized representatives of both parties
      hereto. 

     

    13.3 The
      parties agree to perform all acts and execute all instruments necessary or
      appropriate to carry out the terms of this Agreement. 

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    13.4 This
      Agreement together with the Asset Purchase Agreement and all exhibits hereto
      and
      thereto set forth the entire understanding of the parties with respect to the
      subject matter hereof and supersede all prior or contemporaneous
      representations, understandings and agreements, oral or written, made between
      the parties affecting the subject matter hereof, and all such prior or
      contemporaneous representations, understandings and agreements are hereby
      terminated. 

     

    13.5 Headings
      used in this Agreement are for convenience only and will not be deemed to be
      operative text. 

     

    13.6 Terms
      of
      gender will be deemed interchangeable, as will singular and plural terms, in
      each case unless the context otherwise requires. The term “includes”
      and
“including”
      means
      includes or including without limitation. 

     

    (Signature
      page follows)

     

    
      
         

      

      
         

        
        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed by the authorized officers of the parties
      hereto as of the day and year first above written.

     

    
      	Licensor: 	 	 	Licensee: 
	 	 	 	 
	WGU, LLC 	 	 	WOMEN’S GOLF UNLIMITED,
              INC. 
	 	 	 	 
	
            	 	 	
            
	By:
              _________________________	 	 	By:
              _______________________
	Name: _________________________	 	 	Name: ______________________
	Title:  _____________________	 	 	Title:______________________


    

          

    
      
         

      

      
         

        
        

      

      
         

      

    



    ANNEX
      A

     

    MARKS

    
      
         

      

      
         

        
        

      

      
         

      

    


    ANNEX
      B

     

    REMAINING
      INVENTORY