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                                                                   EXHIBIT 10(j)










                                 ASHWORTH, INC.
                              AMENDED AND RESTATED
                           INCENTIVE STOCK OPTION PLAN
                                NOVEMBER 1, 1996












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                                TABLE OF CONTENTS

<TABLE>
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1.    Purpose.................................................................1

2.    Number of Shares........................................................1

3.    Administration of the ISOP..............................................1

4.    Eligible Employees......................................................1

5.    Size and Frequency of Grants............................................2

6.    Option Price............................................................2

7.    Method of Exercise......................................................2

8.    Acceleration of Exercise of Instruments.................................2

9.    Option Period and Terms of Exercise of Options..........................3

10.   Transferability of Options..............................................3

11.   Termination of Employment...............................................3

12.   Option Rights Upon Retirement or Disability.............................4

13.   Death of Optionee ......................................................4

14.   Holding Period..........................................................4

15.   Adjustments upon Changes in Common Stock................................4

16.   Amendment and Termination of the ISOP...................................4

17.   Requirements of Law.....................................................5

18.   Reports to Shareholders.................................................5

19.   Effective Date of the ISOP..............................................5

20.   Definitions.............................................................5
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                                 ASHWORTH, INC.
                AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
                                NOVEMBER 1, 1996


     1.   PURPOSE. It is the purpose of this amended and restated incentive
stock option plan (the ISOP) to promote the interests of Ashworth, Inc. (the
Company) and its stockholders by attracting, retaining and stimulating the
performance of selected Employees, giving such Employees the opportunity to
acquire a proprietary interest in the Company and an increased personal interest
in its continued success and progress, to reinforce corporate long-term profit
goals, and to provide competitive levels of long-term compensation for such
Employees.

     2.   NUMBER OF SHARES. Options may be granted by the Company from time to
time under the ISOP to purchase an aggregate of 3,000,000 shares of the
authorized but unissued Common Stock of the Company, which shares shall be
reserved for the purposes set forth herein (the Shares). If any such Options
shall expire or terminate for any reason without having been exercised in full,
the unpurchased Shares subject to such expired or terminated Options shall be
available for purposes of the ISOP.

     3.   ADMINISTRATION OF THE ISOP. The ISOP shall be administered by the
Company's Board of Directors or by a Committee which the Board may designate to
administer the ISOP (hereinafter referred to as the Committee which shall refer
to either the Board of Directors or its designated committee). The following
provisions shall apply to the administration of the ISOP by the Committee:

          a. The Committee may make such rules and regulations for the conduct
of its business as it may determine.

          b. The Committee shall have full authority, subject to the express
provisions of the ISOP, to interpret the ISOP, to provide, modify and rescind
rules and regulations relating to it, to determine the terms and provisions of
each Option and the form of the instrument evidencing an Option and to make all
other determinations and perform such actions as the Committee deems necessary
or advisable to administer the ISOP. In addition, the Committee shall have full
authority, subject to the express provisions of the ISOP, to determine eligible
Employees, the time or date upon which an Option shall be granted, and the
number of Shares offered in the Option. In making such determinations, the
Committee may take into account the nature of the services rendered by the
Employee, his present and potential contributions to the success of the
Company's business, and such other facts the Committee in its discretion shall
deem applicable to carry out the purposes of the ISOP.

          c. The Committee may, at its discretion, delegate its ministerial
duties to an officer or employee or to a subcommittee composed of officers or
employees of the Company, but may not delegate its authority to apply or
interpret the provisions of this ISOP or to make determinations specified in
paragraph (b) of this Section of the ISOP.

          d. No member of the Committee shall be liable for any action taken or
determination made in good faith with respect to the ISOP or any Option granted
hereunder.

     4.   ELIGIBLE EMPLOYEES. Participation in the ISOP shall be limited to
full-time Employees of the Company as hereinafter defined. Selection of the
Participants will be by the Committee.


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     5.   SIZE AND FREQUENCY OF GRANTS. The number of Shares offered in an
Option granted under the ISOP shall be determined in the Committee's discretion,
recognizing the relative contribution of each Participant to the Company's goals
and objectives. To the extent that the aggregate Fair Market Value of the Shares
with respect to which Options granted are exercisable for the first time by an
Employee during any calendar year (under all plans of the Company) exceeds the
limit imposed by Section 422 of the Internal Revenue code, such Options shall
not qualify as Incentive Stock Options. This provision shall be applied by
taking options into account in the order in which they are granted.

     6.   OPTION PRICE. The Committee shall, in good faith, determine the Fair
Market Value of the Shares at the date an Option is granted. The Purchase Price
of the Shares under such Option shall then be determined by the Committee, but
in no event shall it be less than 100 percent of the Fair Market Value, or, in
the case of a 10% Stockholder, less than 110 percent of the Fair Market Value.
For purposes of this ISOP, the Fair Market Value of the Shares shall be
determined without regard to any restriction other than a restriction which, by
its terms, will never lapse.

     7.   METHOD OF EXERCISE. An Option may be exercised by written notice to
the Company at its principal office by the person entitled to exercise the
Option, full payment of the Purchase Price of the Shares, and complying with any
other conditions stated in the ISOP, in the Option or in rules and regulations
of the Committee. Each Option shall be exercisable in one or more installments
during its term, and the right to exercise may be cumulative as determined by
the Committee. No Option may be exercised for a fraction of a share of Common
Stock. The purchase price of any shares purchased shall be paid at the time of
exercise of the Option either (i) in cash, (ii) by certified or cashier's check,
(iii) with shares of Common Stock of the Company, if permitted by the Committee,
or (iv) by any other means which the Committee, in its discretion, permits after
determination that such means are consistent with all applicable laws and
regulations. If any portion of the purchase price at the time of exercise is
paid in shares of Common Stock of the Company (a "stock-for-stock exercise"),
those shares shall be valued as of the date of payment at their fair market
value as determined by the Committee on the basis of such factors as it deems
appropriate; provided that if at the time the determination of fair market value
is made those shares are admitted to trading on a national securities exchange
for which sale prices are regularly reported, the fair market value of those
shares shall not be less than the last trade price of a 100-share lot of, the
Common Stock on that exchange on the most recent trading day preceding the date
on which the determination of fair market value is made. For purposes of the
preceding sentence, the term "national securities exchange" shall include the
Nasdaq National Market System. In the event of a stock-for-stock exercise, the
Company shall be obligated to issue only the net number of shares of Common
Stock the Optionee or Transferee would obtain pursuant to a stock-for-stock
exercise. Upon exercise of an Option, the Company shall provide the Optionee
with a written statement containing the following information: (1) the name,
address and employer identification number of the Company, (2) the dates the
Option was granted and the Shares are issued pursuant to the exercise, (3) the
Fair Market Value of the Shares at the exercise date, (4) the number of Shares
issued, and (5) the Option Price.

     8.   ACCELERATION OF EXERCISE OF INSTALLMENTS. Notwithstanding the
foregoing, if the Company or its shareholders enter into an agreement of merger
or consolidation with another corporation, any Option granted pursuant to the
ISOP shall become immediately exercisable with respect to the full number of
shares subject to that Option during the period commencing as of the date of the
agreement of merger or consolidation and ending when the agreement of merger or
consolidation is consummated or the Option is otherwise terminated in accordance
with its provisions or the provisions of the ISOP, whichever occurs first;
provided that the foregoing provision of this Section shall not apply on account
of any agreement of merger or consolidation where the shareholders of the
Company immediately before the consummation of the transaction will own


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at least 50% of the total combined voting power of all classes of stock entitled
to vote of the surviving entity (whether the Company or some other entity)
immediately after the consummation of the transaction. In the event the
transaction contemplated by the agreement referred to in this Section is not
consummated, but rather is terminated, canceled or expires, the Options granted
pursuant to the ISOP shall thereafter be treated as if that agreement had never
been entered into.

     9.   OPTION PERIOD AND TERMS OF EXERCISE OF OPTIONS. Options shall be
granted within 10 years from the date the ISOP is adopted by the Board of
Directors. The period during which the Option may be exercised (the Option
Period) shall commence upon the date of grant of the Option, and shall continue
until the expiration of the term set forth in the Option, or until such Option
shall be terminated as hereinafter provided in Sections 10 and 11, whichever is
earlier, but in no event shall such period exceed 10 years from the date of
grant of the Option or, in the case of a 10% Stockholder, 5 years from the date
of grant of the Option.

     10.  TRANSFERABILITY OF OPTIONS. An Incentive Stock Option may not be
transferred otherwise than by will or the laws of descent and distribution, and
is exercisable, during Optionee's lifetime, only by Optionee or Optionee's
guardian or legal representative. Other Options granted pursuant to the ISOP may
be transferred only by will or the laws of descent and distribution, pursuant to
a qualified domestic relations order as defined by the Internal Revenue Code, or
pursuant to the Committee authorization described in this Section. The Committee
may, in its discretion, authorize all or a portion of the Options (including
outstanding Options) to be on terms which permit transfer by such Optionee to
(a) the spouse, children or grandchildren of the Optionee (Immediate Family
Members), (b) a trust or trusts for the exclusive benefit of such Immediate
Family Members, or (c) a partnership or limited liability company in which such
Immediate Family Members are the only partners or members, provided that (1) the
stock option agreement pursuant to which such Options are granted must be
approved by the Committee, and must expressly provide for transferability in a
manner consistent with this Plan, and (2) subsequent transfers of transferred
options shall be prohibited except by will or the laws of descent and
distribution. The Committee, in its discretion, may permit transfers to other
persons or entities. Following transfer, any such options shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer.

     11.  TERMINATION OF EMPLOYMENT. In the event of the termination of
employment of an Optionee other than by reason of resignation, disability, or
death, such Optionee may exercise an Option granted under the ISOP, to the
extent that the Optionee was entitled to do so at the time of termination, only
within thirty (30) days after the date of termination of employment unless the
Committee, in its discretion, allows the Option to remain exercisable for a
longer period. In the event the Committee allows the Option to remain
exercisable for a longer period, the Committee shall have the discretion to
specify the terms and conditions to which the Option shall be subject, which
terms and conditions may be the same as or a modification of the original terms
and conditions of the Option. The Committee may, in its discretion, accelerate
the exercisability of part or all of the Option of the terminated Optionee, and
if it does so, the Optionee may also exercise the accelerated portion of the
Option during said thirty-day or extended period. Options exercised more than
three months after termination of employment (12 months in the case of a
Disabled Employee) shall not qualify as Incentive Stock Options for purposes of
Section 422 of the Code. This requirement is waived in the case of the death of
the Optionee. In no event shall an Option be exercisable after expiration of the
Option Period.

     For purposes of this ISOP, the Optionee's employment will be deemed to be
terminated on the date indicated in the notice of termination. Nothing in the
ISOP or in the instrument evidencing an Option


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shall confer upon any Optionee any right to continue in the employ of the
Company or in any way interfere with the right of the Company to terminate the
employment of the Optionee at any time, with or without cause.

     12.  OPTION RIGHTS UPON RETIREMENT OR DISABILITY. If an Optionee is
terminated because of retirement or disability, the Options shall be fully
exercisable, at any time within twelve months after the date of such
termination, unless either the Option or this Plan otherwise provides for
earlier termination.

     13.  DEATH OF OPTIONEE. If an Optionee dies during the Employment Period,
the personal representative of the estate of the Optionee, or any person or
persons who shall have acquired the Option directly from the Optionee by bequest
or inheritance, may exercise the decedent's Option at any time during the period
of one year following the Optionee's death, whether or not the Optionee was
entitled to exercise such Option at the time of his death. In no event may any
person possess any right to exercise any Option granted under the ISOP after the
expiration of the Option Period.

     14.  HOLDING PERIOD. If an Optionee disposes of Shares received upon
exercise of an Incentive Stock Option within two years from the date the
Incentive Stock Option is granted or within one year from the date the Shares
are acquired by exercise of the Incentive Stock Option, the gain, if any,
realized on the sale of such Shares shall be treated as ordinary income for tax
purposes and the Company shall be allowed a deduction at that time. This holding
requirement is waived in the case of the death of the Optionee. If an insolvent
individual holds the Shares pursuant to this exercise of an Option, neither the
transfer of such Shares to a trustee, receiver, or other similar fiduciary in
any proceeding under Title 11 of the U.S. Bankruptcy Code or any other similar
insolvency proceeding nor any other transfer of such Shares for the benefit of
creditors in such proceeding shall constitute a disposition of such Shares for
the purposes of this Section.

     15.  ADJUSTMENTS UPON CHANGES IN COMMON STOCK. In the event the Company
shall effect a split of its Common Stock or shall declare and pay a dividend
with Shares of its Common Stock, or in the event the outstanding Common Stock
shall be combined into a smaller number of Shares, the maximum number of Shares
reserved under the ISOP shall be increased or decreased proportionately. Unless
the Committee shall otherwise determine generally or as to one or more Options,
in the event that before delivery by the Company of all of the Shares in respect
of which any Option has been granted under the ISOP, the Company shall have
effected such split, dividend or combination, such Shares shall be increased or
decreased proportionately, and the purchase price per share shall be increased
or decreased proportionately so that the aggregate purchase price for all of the
Shares shall remain the same as immediately prior to such split, dividend or
combination.

     In the event of a reclassification of the Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization, including a
merger, consolidation or sale of assets, the Board of Directors of the Company
shall make such adjustments, if any, as it may deem appropriate in the number
and Purchase Price, of the Shares covered by the unexercised portions of Options
theretofore granted under the ISOP. The provisions of this Section shall only be
applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.

     16.  AMENDMENT AND TERMINATION OF THE ISOP. Subject to the right of the
Board of Directors of the Company to terminate the ISOP prior thereto, the ISOP
shall be terminated the earlier of the expiration of ten years from the date of
adoption of the ISOP by the Board of Directors of the Company, the expiration of
the terms of all Options, or the exercise, cancellation or termination of all
Options. The Board of Directors


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may alter or amend the ISOP but may not, without the approval of the
stockholders of the Company, make any alterations or amendment thereof which
operates:

          a. To increase the total number of Shares which may be granted under
the ISOP (other than as provided in Section 13 hereof),

          b. To extend the term of the ISOP or the maximum option period
provided in Section 8 hereof,

          c. To decrease the minimum option price provided in Section 6 hereof,
or

          d. To materially modify the requirements as to eligibility for
participation in the ISOP.

          No termination or amendment of the ISOP shall adversely affect the
Rights of an Optionee under his Option, except with the consent of such
Optionee.

     17.  REQUIREMENTS OF LAW. The granting of Options and the issuance of the
Shares upon the exercise of Options shall be subject to all applicable laws,
rules and regulations, and to such approval by governmental agencies as may be
required.

     18.  REPORTS TO SHAREHOLDERS. The Company shall furnish to each Optionee
and Transferee a copy of the annual report sent to the Company's shareholders.
Upon written request, the Company shall furnish to each Optionee or Transferee a
copy of its most recent Form 10-K Annual Report and each quarterly report to
shareholders issued since the end of the Company's most recent fiscal year.

     19.  EFFECTIVE DATE OF THE ISOP. The ISOP became effective upon adoption by
the Board of Directors on March 15, 1993, and was subsequently approved on June
15, 1993, by the holders of at least a majority of the Shares of Common Stock
present and voting on the proposal at a meeting of stockholders of the Company
and the total number of Shares voted on the approval of the ISOP represents over
50 percent of the total number of Shares entitled to vote at the meeting. The
ISOP has been amended from time to time by the Board of Directors.

     20.  DEFINITIONS. As used herein the following terms have the following
meanings:

          BOARD OF DIRECTORS means the Board of Directors of Ashworth, Inc.

          COMMITTEE means the Board of Directors or committee which the Board of
Directors may designate to administer the ISOP.

          COMMON STOCK means the $.001 par value Common Stock of the Company.

          COMPANY means Ashworth, Inc., or any parent, subsidiary or affiliate
of the Company, as defined below.

          PARENT means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, at the time of the granting of
the Option, each of such corporations other than


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the Company owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

          SUBSIDIARY means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

          AFFILIATE means any corporation that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under common
control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

          DISABLED EMPLOYEE means an Employee who is disabled within the meaning
of Section 105(d)(4) of the Code.

          EMPLOYEE means any regular salaried officer or key employee of the
Company and certain other persons in connection with offers of employment.

          EMPLOYMENT PERIOD means the period beginning on the date of granting
of an Option and ending on the day three months before the date of exercise of
the Option, or, in the case of a Disabled Employee ending on the day one year
before the date of exercise of the Option.

          FAIR MARKET VALUE of the Shares shall be the value of the Shares as
determined by the Committee as of the date an Option is granted, provided that
if at the time the determination of fair market value is made those shares are
admitted to trading on a national securities exchange for which sale prices are
regularly reported, the fair market value of those shares shall not be less than
the last trade price of a 100-share lot of the Common Stock on the most recent
trading day preceding the date on which the determination of the fair market
value is made. For purposes of this section, the term "national securities
exchange" shall include the Nasdaq National Market System.

          INCENTIVE STOCK OPTION means an Option granted to an Employee during
any calendar year which meets the requirements of Section 422 of the Code.

          ISOP means the Amended and Restated Incentive Stock Option Plan of the
Company, as set forth herein.

          OPTION means an option granted by the Company to an Employee for any
reason connected with his employment to purchase Shares of Common Stock of the
Company.

          OPTIONEE means any Employee who has been granted an Option under the
ISOP.

          PARTICIPANT means any Employee who is awarded benefits under the ISOP.


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          SHARES means the Shares of Common Stock of the Company which are the
subject of an Option and which have been reserved from authorized but unissued
Common Stock of the Company for the purposes set forth in the ISOP.

          10% STOCKHOLDER means an Employee who, at the time the Option is
granted, owns stock of the Company possessing more than 10% of the total
combined voting power of all classes of stock of the Company.

          TRANSFEREE means the transferee of an option transferred according to
this Plan.


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