EMPLOYMENT
      AGREEMENT

    


     

    THIS
      EMPLOYMENT AGREEMENT
      (the
“Agreement”) shall be effective on the 1st day of January, 2006 (the “Effective
      Date”), by and between Adams Golf, Inc. and its subsidiaries with its principal
      place of business at 2801 East Plano Parkway, Plano, Texas (collectively, the
      “Company”), and Mr. Barney Adams (the “Chairman”).

     

    W
      I T N E S E T H:

     

    WHEREAS,
      the
      Company desires to employ the Chairman in the capacity of non-executive Chairman
      of the Board of Directors; 

     

    WHEREAS,
      the
      Chairman desires and is willing to accept employment with the Company on the
      terms and subject to the conditions set forth below; 

     

    NOW,
      THEREFORE,
      in
      consideration of the promises and mutual covenants contained herein, the parties
      agree as follows:

     

    1. EMPLOYMENT
      AND DUTIES. 

     

    During
      the term of this Agreement the Company shall employ the Chairman as its Chairman
      of the Board of Directors. The Chairman’s duties shall be those reasonably
      expected of a non-executive Chairman of the Board of Directors in a similarly
      capitalized corporation. Additionally, the Chairman shall participate in Public
      Relations efforts and consult on Research and Design as directed by the Chief
      Executive Officer and the Board of Directors. The Chairman shall devote his
      knowledge, skills, professional time, attention and energies to the Public
      Relations and Research and Design of Products for the Company in order to
      perform faithfully, competently and diligently any duty assigned to him by
      the
      Chief Executive Officer. Notwithstanding the foregoing, it is understood and
      agreed between the parties that the Chairman shall have no authority or duties
      over operational or executive matters other than as a voting member of the
      Board
      of Directors as provided in the by-laws of the Company. Pursuant to his duties
      hereunder, the Chairman will create and promote the Company’s goodwill among its
      customers, employees, suppliers, and other parties with whom it has business
      relationships. 

     

    2. TERM.
      

     

    The
      term
      of this Agreement shall commence on the Effective Date and shall continue in
      effect through December 31, 2008 (the “Term”), unless earlier terminated
      pursuant to the provisions set forth in Section 5 of this Agreement. The
      Chairman’s termination or resignation pursuant to Section 5 of this Agreement
      shall not, in any way, prejudice the Chairman’s rights under this Agreement or
      as provided by Texas law.

     

    
      
        

      

      
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    3. PLACE
      OF EMPLOYMENT.

     

    The
      place
      of employment shall be at the Company’s principal office currently located in
      Plano, Texas; provided, however, that the Company may from time to time
      reasonably require the Chairman to travel temporarily to other locations on
      Company business. 

     

    4. COMPENSATION.
      

     

    In
      consideration of all of the services to be rendered by the Chairman to the
      Company hereunder, the Company hereby agrees to pay the Chairman, and the
      Chairman hereby agrees to accept from the Company, the following
      compensation:

     

    (a) Annual
      Base Salary.
      The
      Chairman shall be paid Two Hundred Fifty Four Thousand and Four Hundred
      ($254,400) dollars annually which will continue during the Term of this
      Agreement and which will be payable in equal installments in accordance with
      the
      Company’s general salary payment policies, but no less frequently than monthly
      (“Annual Base Salary”). 

     

    (b) Employee
      Benefit Plans.
      

     

    (i) General.
      During
      the Term of this Agreement, the Chairman, and his “dependents” as that term may
      be defined under any applicable employee benefit plan of the Company, shall
      be
      entitled to participate in and receive benefits under any and all employee
      benefit plans and programs which are from time to time generally made available
      to executive employees of the Company. 

     

    (ii) Health
      Insurance.
      During
      the Term of this Agreement, the Company shall provide the Chairman, at the
      Company’s expense, with any health insurance plan provided to qualifying
      employees of the Company (identified as of the Effective Date as the “Adams Golf
      Ltd. Employee Medical Benefit Plan”), including any enhanced health insurance
      plan benefits which may be provided to qualifying executive employees of the
      Company (identified as of the Effective Date as “Exec-U-Care”). 

     

    (c) Expenses.
      During
      the Term of this Agreement, the Chairman shall be entitled to receive
      reimbursement for all reasonable expenses incurred by the Chairman in connection
      with the fulfillment of his duties herein, provided the Chairman has complied
      with all policies and procedures relating to the reimbursement of such expenses
      as may from time to time be established by the Company including, but not
      limited to, the providing of all supporting backup to such expenses as is
      required by the Internal Revenue Service. It is expressly agreed that reasonable
      expenses shall include the lease of a car at the Company’s expense. Any lease
      agreement for a car shall not bind the Company beyond the term of this
      Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Office
      and Support Staff. During
      the Term of this Agreement, the Chairman shall be entitled to an office (but
      not
      necessarily the office historically used by the Chairman), furnishings, other
      appointments, and access to secretarial or other assistants (including without
      limitation, access to Ann Neff, his former assistant) as reasonably necessary
      to
      perform the Chairman’s duties and obligations as set forth herein and comparable
      to other similarly situated executive employees of the Company.

     

    (e) Promotional
      Items. During
      the Term of this Agreement, the Chairman shall be entitled to provide Company
      products, at the Company’s expense (not to exceed a maximum of Five Thousand
      ($5,000) dollars annually), to customers, vendors, or suppliers as the Chairman
      in his sole discretion determines, provided that the Chairman’s objective is to
      enhance the business and goodwill of the Company.

     

    5. TERMINATION
      OF AGREEMENT.
      

     

    This
      Agreement (other than the provisions as applicable of Section 12, which shall
      survive such termination) may be terminated as provided herein:

     

    (a) Termination
      by the Company for “Cause”.
      For
      purposes hereof, the Company shall have “Cause” to terminate the Chairman’s
      employment hereunder in any of the following events:

     

    (i) the
      deliberate and intentional breach of any material provision of this Agreement,
      which breach the Chairman shall have failed to reasonably cure within thirty
      (30) days after the Chairman’s receipt of written notice from the Company
      specifying the specific nature of the Chairman’s breach; or 

     

    (ii) the
      deliberate and intentional engaging by the Chairman in gross misconduct that
      is
      materially and demonstrably harmful to the best interests, monetary or
      otherwise, of the Company; or

     

    (iii) a
      conviction of the Chairman for a felony involving
      moral turpitude, fraud or deceit.

     

    (b) Resignation
      by the Chairman Without “Good Reason”. The
      Chairman may resign from his employment with the Company for any reason upon
      sixty (60) days prior written notice to the Company. For purposes of this
      Agreement, a resignation by the Chairman shall be for “Good Reason” only upon
      the occurrence of one or more of the events described in subsection 5(d).


     

    (c) Termination
      by the Company Without “Cause”.
      For
      purposes hereof, if the Company terminates the Chairman’s employment for any
      reason other than those listed in subsection 5(a), then such termination shall
      be without “Cause.” 

     

    (d) Resignation
      by the Chairman for “Good Reason”.
      The
      Chairman’s employment under this Agreement shall be deemed to have been
      terminated other than for Cause and for “Good Reason” (as herein so used), if
      the Chairman tenders his resignation within:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i) thirty
      (30) days of the occurrence of any material breach by the Company of any of
      the
      terms of, or the failure to perform any covenant or agreement contained in
      this
      Agreement, which breach or failure to perform shall not have been cured by
      the
      Company within thirty (30) days after the Company’s receipt from the Chairman of
      written notice specifying in reasonable details the nature of the Company’s
      breach or failure to perform; or

     

    (ii) thirty
      (30) days of the occurrence of any substantial reduction in title, position,
      reporting requirements, responsibilities, or duties of the Chairman, which
      occurrence shall not have been cured by the Company within thirty (30) days
      after the Company’s receipt from the Chairman of written notice specifying in
      reasonable details the nature of such occurrence; or

     

    (iii) thirty
      (30) days of the occurrence of any reduction in the Annual Base Salary;
      or

     

    (iv) thirty
      (30) days of the Company’s failure to obtain the full assumption in writing of
      this Agreement by any successor (whether direct or indirect, by purchase,
      merger, consolidation, or otherwise) of the Company’s business and/or assets not
      less than five (5) days prior to any sale, merger, consolidation, or other
      disposition of the Company’s business or assets; or

     

    (v) delivery
      by the Company to the Chairman of written notice of the Company’s approval for
      the Chairman to tender his resignation with Good Reason.

     

    (e) Termination
      on Death.
      In the
      event of the Chairman’s death, this Agreement will be deemed to have terminated
      on the date of his death. 

     

    (f) Termination
      on Disability.
      If the
      Chairman becomes unable to perform his duties as described herein due to injury,
      illness, or disability (physical or mental) during one (1) consecutive period
      of
      one hundred twenty (120) days, which incapacity is, in the Company’s judgment,
      prejudicial to the Company’s best interests, then the Company or the Chairman
      may terminate this Agreement. If the Chairman is incapacitated, then his legally
      designated representative may terminate this Agreement.

     

    (g) Termination
      by Mutual Written Agreement.
      This
      Agreement and the Chairman’s employment with the Company may be terminated at
      any time by the mutual written agreement of the Chairman and the Company.


     

    6. SEVERANCE. 

     

    Upon
      the
      termination of this Agreement, the Company agrees to make severance payments
      as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) Termination
      by the Company for “Cause”.
      If
      the
      Company terminates this Agreement for “Cause” pursuant to subsection 5(a), then
      the Chairman shall not be entitled to any severance pay. However, in such event
      the Company shall pay to the Chairman his accrued but unpaid Annual Base Salary
      and any amount due (and not previously paid) to the Chairman under subsection
      4(c) for reasonable expenses incurred by the Chairman in the performance of
      his
      duties hereunder. 

     

    (b) Resignation
      by the Chairman Without “Good Reason”. If
      the
      Chairman terminates this Agreement without “Good Reason” pursuant to subsection
      5(b), then the Chairman shall not be entitled to any severance pay. However,
      in
      such event the Company shall pay to the Chairman his accrued but unpaid Annual
      Base Salary and any amount due (and not previously paid) to the Chairman under
      subsection 4(c) for reasonable expenses incurred by the Chairman in the
      performance of his duties hereunder. 

     

    (c) Termination
      by the Company Without “Cause” or Resignation by the Chairman for “Good
      Reason”.
      If the
      Company terminates this Agreement without “Cause” pursuant to subsection 5(c) or
      if the Chairman resigns for “Good Reason” pursuant to subsection 5(d), then the
      Company will pay the Chairman the following compensation and
      benefits:

     

    (i) Severance
      Payment.
      A
      lump
      sum payment (the “Severance Payment”) in cash equal to one year’s Annual Base
      Salary at the then current rate in effect immediately prior to the Chairman’s
      termination or resignation. The Company shall make the Severance Payment
      beginning six (6) months after termination or resignation, and in twenty-four
      (24) semi-monthly installments to coincide with the Company’s salaried payroll
      schedule. Additionally, in such event the Company shall pay to the Chairman
      his
      accrued but unpaid Annual Base Salary as of the date of the termination or
      resignation, and any amount due (and not previously paid) to the Chairman under
      subsection 4(c) for reasonable expenses incurred by the Chairman in the
      performance of his duties hereunder. 

     

    (ii) Employee
      Benefit Plans, Including Without Limitation, Health
      Insurance.
      Upon the
      Chairman’s termination or resignation, the Company shall provide any benefit due
      to the Chairman in accordance with the terms and conditions of each
      Company-sponsored employee benefit plan in which the Chairman, and any of his
      dependants, participated prior to the date of his termination or resignation.
      Additionally, the Company shall provide health care plan benefits to the
      Chairman and his eligible dependents in accordance with the Consolidated Omnibus
      Budget Reconciliation Act of 1985, as amended (“COBRA”). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Company agrees that for a one year period following the date of the Chairman’s
      termination or resignation, the Company shall pay the COBRA premiums for all
      of
      the Chairman’s health insurance continuation coverage, provided that the
      Chairman elects such continuation coverage within sixty (60) days of his
      termination or resignation. Thereafter, if the Chairman is eligible and wishes
      to continue his COBRA coverage, the Chairman shall be solely responsible for
      payment of the entire COBRA premium during any applicable COBRA continuation
      period. 

     

    On
      a
      benefit by benefit basis, the Chairman may give written notice to the Company
      of
      his decision to decline election of continuation coverage, and then the Company
      shall pay to the Chairman a lump sum cash payment in an amount equal to the
      present value (using an 8% annual discount rate) of the projected cost to the
      Company of providing such benefit during a one year continuation period from
      the
      date of the Chairman’s termination or resignation. The aggregate amount of cash
      to which the Chairman is entitled pursuant to the preceding sentence shall
      be
      payable to the Chairman within sixty (60) days after the date of the termination
      or resignation of Chairman’s employment hereunder.

     

    (iii) Unpaid
      Annual Base Salary and Expenses.
      The Company
      shall pay to the Chairman any accrued but unpaid Annual Base Salary and any
      amount due (and not previously paid) to the Chairman under subsection 4(c)
      for
      reasonable expenses incurred by the Chairman in the performance of his duties
      hereunder. 

     

    The
      Chairman’s subsequent death or disability shall in no way affect or limit the
      Company’s obligations under this Section.

    


    (d) Termination
      on Death.
      If this
      Agreement terminates pursuant to the death of the Chairman under subsection
      5(e), then the Company shall pay to the Chairman’s wife, if she has not
      predeceased him and if she is married to the Chairman on the date of his death,
      a lump sum payment (the “Widow Payment”) in cash equal to one year of the
      Chairman’s Annual Base Salary at the then current rate in effect at the time of
      the Chairman’s death, payable in twelve (12) equal monthly installments
      following the Chairman’s date of death. If the Chairman is not married at the
      time of his death or if the Chairman’s wife has predeceased the Chairman, then
      the Company shall make the Widow Payment to the Chairman’s estate. Additionally,
      in the event of the Chairman’s death, the Company shall pay to the Chairman’s
      wife, or his estate if she has predeceased him or is not married to him on
      the
      date of his death, the Chairman’s accrued but unpaid Annual Base Salary and any
      amount due (and not previously paid) to the Chairman under subsection 4(c)
      for
      reasonable expenses incurred by the Chairman in the performance of his duties
      hereunder. 

     

    (e) Termination
      on Disability.
      If the
      Company, the Chairman or the Chairman’s legally designated representative
      terminates this Agreement by reason of disability pursuant to subsection 5(f),
      then the Company shall pay to the Chairman the difference between (i) the
      Chairman’s Annual Base Salary at the then current rate in effect at the time of
      the Chairman’s disability, calculated on a monthly basis, and (ii) any
      disability compensation received by the Chairman (the “Disability Payments”).
      The Company’s obligation to make the Disability Payments described herein shall
      commence on the date this Agreement is terminated by reason of disability
      pursuant to subsection 5(f) and shall end on the first year anniversary of
      such
      date (the “Disability Payment Period”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f) Death
      While on Disability.
      If this
      Agreement is terminated by reason of disability pursuant to subsection 5(f)
      and
      the Chairman dies during the Disability Payment Period, the Company shall make
      the Widow Payment described in subsection 6(d) in lieu of making additional
      Disability Payments, provided that the Chairman’s wife has not predeceased him
      and she is married to the Chairman on the date of his death. If the Chairman
      is
      not married at the time of his death or if the Chairman’s wife has predeceased
      the Chairman, then the Company shall make the Widow Payment and any Disability
      Payments that have accrued but remain unpaid at the time of the Chairman’s death
      to the Chairman’s estate.

     

    (g) Termination
      by Mutual Written Agreement.
      In the
      event that the Chairman and the Company shall terminate the Chairman’s
      employment by mutual written agreement, the Company shall pay such compensation
      and provide such benefits, if any, as the parties may mutually agree upon in
      writing. 

     

    
      
        7.
          COVENANTS
          AS TO CONFIDENTIAL INFORMATION AND COMPETITIVE CONDUCT.

      

    

     

    The
      Chairman acknowledges and agrees as follows: (i) this Section 7 is necessary
      for
      the protection of the legitimate business interests of the Company, (ii) the
      restrictions contained in this Section 7 with regard to geographical scope,
      length of term and types of restricted activities are reasonable, (iii) the
      Chairman has received adequate and valuable new consideration as set forth
      herein for entering into this Agreement, and (iv) the Chairman’s expertise and
      capabilities are such that this obligation and the enforcement of it by
      injunction or otherwise will not adversely affect the Chairman’s ability to earn
      a livelihood.

    


    (a) Confidentiality
      of Information and Nondisclosure.
      The
      Chairman acknowledges and agrees that his employment by the Company under this
      Agreement necessarily involves proprietary information pertaining to the
      business of the Company and its related entities. Accordingly, the Chairman
      agrees that at all times during the terms of this Agreement and at all times
      thereafter, he will not, directly or indirectly, without the express written
      approval of the Company, unless directed by applicable legal authority having
      jurisdiction over the Chairman, disclose to or use, or knowingly permit to
      be so
      disclosed or used, for the benefit of himself, any person, corporation or other
      entity other than the Company, except as required in the course of his
      employment:

     

    (i) any
      information concerning any financial matters, customer relationships,
      competitive status, supplier matters, internal organizational matters, current
      or future plans, or other business affairs of or relating to the Company or
      its
      subsidiaries,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii) any
      management, operational, trade, technical or other secrets or any other
      proprietary information or other data of the Company or its
      subsidiaries,

     

    (iii) any
      other
      information related to the Company or its related entities that the Chairman
      should reasonably believe will be damaging to the Company or its related
      entities and which has not been published and is not generally known outside
      of
      the Company.

     

    The
      Chairman acknowledges that all of the foregoing constitutes confidential and/or
      proprietary information of the Company, which is the exclusive property of
      the
      Company. Excluded from this confidential and/or proprietary information of
      the
      Company shall be (i) information known by or generally available to the public
      through no breach by the Chairman of this Agreement and which the public may
      use
      without any direct or indirect obligation to the Company and (ii) information
      that documentary evidence demonstrates was independently developed by the
      Chairman. 

    


    (b) Restrictive
      Covenant.
      During
      the term of, and for a period of one (1) year (the “Restrictive Period”) after
      the termination of the Chairman’s employment other than by the Company without
      Cause or by the Chairman with Good Reason, the Chairman shall not render,
      directly or indirectly, services to (as an employee, consultant, independent
      contractor or in any other capacity) any person, firm, corporation, association
      or other entity which conducts the same or similar business as the Company
      or
      its subsidiaries at the date of the Chairman’s termination of employment within
      the states in which the Company or any of its subsidiaries is then doing
      business at the date of the Chairman’s termination of employment hereunder
      without the prior written consent of the Chief Executive Officer which may
      be
      withheld at his sole discretion. In the event that this Agreement expires after
      termination and is not renewed by the parties, the Restrictive Period shall
      not
      extend beyond the termination of employment unless the Company pays the Chairman
      an additional amount equal to one year’s Annual Base Salary, in which case it
      shall extend for a period of one (1) year. The Chairman further agrees that
      at
      no time during the Restrictive Period will the Chairman attempt to directly
      or
      indirectly solicit or hire employees of the Company or its subsidiaries or
      induce any of them to terminate their employment with the Company or any of
      the
      subsidiaries. 

     

    (c) Company
      Remedies.
      The
      Chairman acknowledges and agrees that any breach of this Agreement by him will
      result in immediate and irreparable harm to the Company and that the Company
      cannot be reasonably or adequately compensated by damages in an action at law.
      In the event of a breach by the Chairman of the provisions of this Section
      7 as
      determined by an Arbitrator, the Company shall be entitled to, to the extent
      permitted by law, immediately to cease paying or providing the Chairman or
      his
      dependents any compensation or benefits provided pursuant to Sections 4 or
      6 of
      this Agreement as liquidated damages, and also to obtain immediate injunctive
      relief restraining the Chairman from conduct in breach of the covenants
      contained in this Section 7. Nothing herein shall be construed as prohibiting
      the Company from pursuing any other remedies available to it for such breach,
      including the recovery of damages from the Chairman under the provisions of
      Section 12.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. AGREEMENT
      SURVIVES MERGER OR DISSOLUTION.

     

    This
      Agreement shall not be terminated by the Company’s voluntary or involuntary
      dissolution or by any merger in which the Company is not the surviving or
      resulting corporation, or on any transfer of all or substantially all of the
      Company’s assets. In the event of any such merger or transfer of assets, the
      provisions of this Agreement shall be binding on and inure to the benefit of
      the
      surviving business entity or the business entity to which such assets shall
      be
      transferred and to the Chairman and his heirs. 

    


    9. OWNERSHIP
      OF INTANGIBLES.
      

     

    In
      relation to the Company’s products, namely, standard golf clubs (including
      woods, irons, and putters), golf bags, and golf apparel, any processes,
      inventions, patents, copyrights, trademarks, and other intangible rights that
      may be conceived or developed by the Chairman, either alone or with others,
      during the term of Chairman’s employment, whether or not conceived or developed
      during Chairman’s working hours, and with respect to which the equipment,
      supplies, facilities, or trade secret information of the Company was used,
      or
      that relate at the time of conception or reduction to practice of the invention
      to the business of the Company or to the Company’s actual or demonstrably
      anticipated research and development, or that result from any work performed
      by
      Chairman for the Company, shall be the sole property of the Company. Chairman
      shall execute all documents, including patent applications and assignments,
      required by the Company to establish the Company’s rights under this
      Section.

    


    10. INDEMNIFICATION
      BY THE COMPANY.
      

     

    The
      Company shall, to the maximum extent permitted by law, indemnify and hold the
      Chairman harmless against expenses, including reasonable attorneys’ fees,
      judgments, fines, settlements, and other amounts actually and reasonably
      incurred in connection with any proceeding arising by reason of the Chairman’s
      employment by the Company. The Company shall advance to the Chairman any expense
      incurred in defending any such proceeding to the maximum extent permitted by
      law.

    


    
      
        11.
          DISCLOSURE
          OF CUSTOMER INFORMATION AND SOLICITAITON OF OTHER EMPLOYEES
          PROHIBITED. 

      

    

     

    In
      the
      course of his employment, the Chairman will have access to confidential records
      and data pertaining to the Company’s customers and to the relationship between
      these customers and the Company’s account executives. Such information is
      considered secret and is disclosed to the Chairman in confidence. During his
      employment by the Company and for one (1) year after termination of that
      employment, the Chairman shall not directly or indirectly disclose or use any
      such information, except as required in the course of his employment by the
      Company. Nothing in this Section shall apply to gifts, meals, and entertainment
      if the Chairman’s objective is to enhance the business and goodwill of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12. ARBITRATION.
      

     

    In
      the
      event of any controversy, dispute, or claim arising out of, or relating to,
      any
      of the provisions of this Agreement, the parties hereby agree that the matter
      or
      dispute shall be submitted to arbitration according to the National Rules for
      the Resolution of Employment Disputes of the American Arbitration Association.
      The arbitration shall be conducted in Dallas, Texas. The matter shall be decided
      by a single arbitrator selected according to such rules. The cost of arbitration
      shall be borne as the arbitrator determines. Each party shall bear its own
      respective attorneys’ fees during the arbitration, but the arbitrator may award
      all or part of the reasonable attorney’s fees incurred to the prevailing party.
      The results of the arbitration shall be binding upon both sides and no appeal
      shall be available therefrom. Notwithstanding this section, the Company may
      seek
      a temporary restraining order and a temporary injunction with regard to the
      enforcement of the provisions of Section 7 prior to or during the pendency
      of
      any such arbitration.

     

    13. WAIVER
      OF BREACH.
      

     

    Failure
      of any party to protest a breach by any other party or waiver by any party
      of a
      breach shall not operate as or be construed as a waiver of rights or remedies
      as
      to that breach and a waiver by any party of a breach shall not operate as or
      be
      construed as a waiver of rights or remedies as to any subsequent breach by
      any
      other party.

     

    14. NON-RELIANCE.
      

     

    Each
      party to this Agreement represents, warrants and acknowledges that in entering
      into this Agreement that it has not relied upon any act, representation, or
      warranty by any other party thereto, or by any of their representatives or
      attorneys, except as may be expressly contained in this Agreement. Each party
      further represents and warrants that he/it has thoroughly discussed all aspects
      of this Agreement with his/its attorneys, that he/it has had a reasonable time
      to review this Agreement, that he/it fully understands the provisions of this
      Agreement and the effect thereof and that he/it is entering into this Agreement
      voluntarily and of his/its own free will.

     

    15. CONSTRUCTION
      OF AGREEMENT.
      

     

    Wherever
      the context shall so require, all words herein in the male gender shall be
      deemed to include the female or neuter gender, all singular words shall include
      the plural, and all plural words shall include the singular.

     

    16. TEXAS
      LAW TO APPLY.
      

     

    This
      Agreement shall be construed under and in accordance with the laws of the State
      of Texas, and all obligations of the parties created hereunder to be performed
      in Dallas County, Texas.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17. SEVERABILITY.
      

     

    If
      any
      one or more of the provisions contained in this Agreement for any reason are
      held to be invalid, illegal, or unenforceable in any respect, such invalidity,
      illegality, or unenforceability shall not affect any other provision thereof
      and
      this Agreement shall be construed as if such invalid, illegal, or unenforceable
      provision had never been contained herein.

     

    18. HEADINGS.

     

    The
      headings used in this Agreement are used for administrative purposes only and
      do
      not constitute substantive matters to be considered in construing the terms
      of
      this Agreement.

     

    19. ENTIRE
      AGREEMENT AND INTEGRATION.
      

     

    This
      Agreement constitutes the entire agreement among the parties hereto relating
      to
      the subject matter hereof, and supersedes all prior agreements and
      understandings, whether oral or written, with respect to the same. No
      modification, alteration, amendment, or rescission of or supplement to this
      Agreement shall be valid or effective unless the same is in writing and signed
      by all parties hereto.

     

    20. NOTICES.
      

     

    Any
      parties’ address for notice may be changed by written notice delivered to the
      other party in accordance with this paragraph. Any notice by certified mail
      shall be deemed delivered upon actual receipt. Any notice or communication
      required or permitted hereunder shall be in writing and personally delivered
      or
      mailed by certified mail, return receipt requested, or delivered by an overnight
      express courier, addressed to the Company or the Chairman, as the case may
      be,
      at the addresses set forth below:

     

    
      	
              If
                to the Company:

            	
              Adams
                Golf, Inc. 

              2801
                East Plano Parkway

              Plano,
                Texas 75074

              Attn:
                President

            
	 	 
	
              If
                to the Chairman:

            	
              Mr.
                Barney Adams

              5909
                Haraby Court

              Dallas,
                Texas 75248

            


    

    


    21. PARTIES
      BOUND.
      

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, executors, administrators, legal representatives,
      successors, and assigns where permitted by this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    22. COUNTERPARTS.
      

     

    This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original.

     

    Executed
      by the parties on the date written below.

     

    
      
        	THE
                COMPANY:	 	 	ADAMS
                GOLF, INC.
	 	 	 	 
	 	 	 	 
	
                Date:
                  2/16/06

              	 	
                 By:
                    

              	/S/
                OLIVER G. BREWER
	 	 	 	
                Oliver
                  Brewer 

                Its: Chief
                  Executive Officer and President

              
	 	 	 	 
	 	 	 	 
	THE
                CHAIRMAN:	 	 	 
	 	 	 	 
	
                Date:
                  2/16/06

              	 	
                By:  
                  

              	/S/
                BARNEY ADAMS
	 	 	
                  
                  

              	Barney
                Adams