***Information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.**

**Exhibit 10.1**

*ENDORSEMENTAGREEMENT*

THIS AGREEMENT, made andentered into as of this 18th day of October, 2005, is by and between CUTTER &BUCK INC. of 701 North 34th Street, Suite 400, Seattle, Washington 98103(the “Company”), and CLUB 59, INC. c/o IMG Worldwide, Inc. of IMG Center,1360 East 9th Street, Suite 100, Cleveland, Ohio 44114-1782 (“Licensor”):

*WITNESSETH*

WHEREAS, Annika Sorenstam (“Sorenstam”) is recognizedas a highly skilled professional golfer;

WHEREAS, Company and ESCH & STAM, INC.entered into an Endorsement Agreement dated as of July 15, 2003, whichagreement will expire on December 31, 2006 (the “2003 Agreement”); and

WHEREAS, Company desires to continue to obtain theexclusive rights to use the name, fame, image and athletic renown of Sorenstamin connection with the advertisement and promotion of certain of its productsfollowing the expiration of the 2003 Agreement on December 31, 2006; and

WHEREAS, Sorenstam has licensed all such rights toLicensor, along with the right to sublicense such rights to third parties.

NOW, THEREFORE, theparties agree as follows:

1.*   Definitions.*   Asused herein, the following terms shall be defined as set forth below:

(a)   “ContractPeriod” shall mean that period of time commencing on January 1, 2007 andconcluding December 31, 2011, unless terminated sooner as provided herein.

(b)   “Contract Territory” shall mean worldwide.

(c)   “ContractYear” shall mean the consecutive twelve (12)-month period beginning on any January 1stduring the Contract Period.

(d)   “GrossSales” shall mean total revenues, under generally accepted accountingprinciples, from sales of the Licensed Products, but does not include anyrevenue from sales, use or other transaction taxes, duties, handling, graphics,embroidery or shipping.

(e)   “Net Sales”shall mean Gross Sales less Product returns, trade discounts, samples,allowances, value added services, markdowns, customer chargebacks andliquidation sales (substantially discounted and out of ordinary distributionchannel) of Licensed Products.

(f)    “LicensedProducts” shall mean the “Tournament Collection by Annika”, the “AnnikaCollection by Cutter & Buck” line of Products, or other similarlynamed Product lines using the Sorenstam Identification on the Products’ affixedlabels, hang-tags or logos.

(g)   “Products”shall mean women’s apparel, including women’s shirts, pants, sweaters, jacketsand rainwear.

(h)   “SorenstamIdentification” means the right to use, subject to the provisions hereof,Sorenstam’s name, fame, nickname, initials, autograph, voice, video or filmportrayals, facsimile signature, photograph, likeness and image or facsimileimage, and any other means of endorsement by Sorenstam used in connection withthe advertisement and promotion of the Company and the Products (including theLicensed Products).

2.*   Grant of Rights.*   In consideration of theremuneration to be paid to Licensor pursuant hereto, Licensor grants to Companyand to its authorized distributors and sublicensees the right and licenseduring 

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the Contract Period to usethe Sorenstam Identification solely in connection with the advertisement,marketing and promotion of the Products within the Contract Territory as setforth herein. Licensor agrees not to grant the right to use the SorenstamIdentification to anyone other than Company in connection with theadvertisement and promotion of Products. It is understood that Company, itsauthorized distributors and sublicensees may not use the SorenstamIdentification in connection with any items for sale or resale, other than the Productsas specified herein. The foregoing rights to use the Sorenstam Identificationis limited to television, radio and print advertising, advertising publishedover the Internet (provided such material is limited to advertising or Productpromotion only), public relations and marketing materials, point-of-saledisplays, free standing inserts, videos shown to customers and consumers,catalogs for customers and consumers, direct mail (including e-mail) andbillboards. Company shall ensure that all uses of Sorenstam Identificationcomply with applicable law.

3.*   Prior Approval.*   Company agrees that no use ofthe Sorenstam Identification nor any item used in connection with the SorenstamIdentification (including any Licensed Product) will be made hereunder unlessand until the same is approved by Licensor. Licensor agrees that any material,advertising or otherwise, submitted for approval as provided herein may bedeemed by Company to have been approved hereunder if the same is notdisapproved in writing within ten (10) business days after receipt thereof.Licensor agrees that it will reasonably cooperate with Company and that anymaterial submitted hereunder will not be unreasonably disapproved and, if it isdisapproved, that Company will be advised of the specific grounds therefor. IfCompany desires immediate approval of advertising material hereunder, Companyshall have the right to directly contact Licensor’s authorized agent to obtainsuch approval. Company agrees to protect indemnify and save harmless Licensor,Sorenstam and their authorized agent, or any of them, from and against my andall expenses, damages, claims, suits, actions, judgments and costs whatsoever,arising out of, or in any way connected with any advertising material furnishedby, or an behalf of Company, except with respect to any inaccurate informationfurnished by them expressly for use in such advertising.

4.*   Remuneration.*   Inconsideration of the endorsement rights and granted hereunder, Company shallpay to Licensor the annual fees (the “Annual Fee”) in the Contract Years asfollows:

| Contract Year | ** ** | ** ** | ** ** | **Annual Fee** | ** ** |
|--------------------|------------|------------|------------|---------------------|------------|
| 2007               | ** ** |       | [*]        | ** **          |       |
| 2008               | ** ** |       | [*]        | ** **          |       |
| 2009               | ** ** |       | [*]        | ** **          |       |
| 2010               | ** ** |       | [*]        | ** **          |       |
| 2011               | ** ** |       | [*]        | ** **          |       |

 

One-half of the Annual Fee will be due on or before January 10and July 10 of each Contract Year.

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5.*   Bonuses.*   Itis agreed that should Sorenstam achieve any of the accomplishments set forth inthe following schedule during the Contract Period, then Company will provideLicensor the additional remuneration set forth below for each suchaccomplishment due to the increased value in the Sorenstam Identification.

| **Accomplishment**                                                         | ** ** | ** ** | ** ** | **Bonus Amount** | ** ** |
|----------------------------------------------------------------------------|------------|------------|------------|-----------------------|------------|
| Major win (Dinah  Shore, U.S. Open, British Open, LPGA Championship)  | ** ** |       | [*]        | ** **            |       |
| LPGA Tour Win                                                              | ** ** |       | [*]        | ** **            |       |
| PGA Tour Top 20                                                            | ** ** |       | [*]        | ** **            |       |
| All Other Event Wins                                                       | ** ** |       | [*]        | ** **            |       |

 

Bonus payments under this Section 5 will be duewithin forty-five (45) days following the achievement of each of theaccomplishments set forth above pursuant to the terms set forth in Section 8below.

6.*   Royaltyon Licensed Products.*

(a)   *Calculation of Royalty Fees*.   In addition to thepayments provided in Sections 4 and 5, Company will pay to Licensor in U.S.Dollars a fee (“Royalty Fee”) of [*] of the Net Sales of Licensed Products soldby Company directly or through its distributors or sublicensees during theContract Term.

(b)   *Payment of Royalty Fee*.   Company will account for andpay the Royalty Fee to Licensor within forty-five (45) days following theend of each fiscal quarter during the Contract Period**.**Amounts not paid when due will accrue interest from the datedue until paid at the rate of one and one-half percent (1.5%) per month or themaximum interest permitted by applicable laws, whichever is less.

(c)   *Royalty Report*.   Company will deliver to Licensor, atthe time each Royalty Fee payment is due, an itemized statement (“RoyaltyReport”) (i) indicating the total amount of Net Sales of all LicensedProducts shipped during the previous fiscal quarter, and (ii) showing thenumber of Licensed Products sold by category of Product. Company will furnishthe required Royalty Report to Licensor whether or not any Licensed Productshave been sold during the relevant fiscal quarter. The receipt or acceptance byLicensor of any Royalty Report or of any payments made under this Agreementwill not preclude Licensor from questioning the correctness thereof at any time.Licensor reserves the right to audit the calculation of Net Sales provided inthe Royalty Report, and Company will cooperate with the Licensor in any suchaudit request.

(d)   *Currency*.   Whenever it becomes necessary under this Section 6to convert a monetary amount from a foreign currency to U.S. Dollars (whetherfor reporting, statements, or other purposes), such conversion will be made atthe average of the currency exchange rates during the applicable reportingperiod, as derived using the “FX History” Currency Tool, Interbank Rate,currently posted at www.oanda.com (“Conversion Tool”). A conversion for thepurpose of calculating a royalty payment pursuant to this Section 6 willbe weighted according to the relative amount of net sales within each fiscalquarter. If the Conversion Tool is discontinued or otherwise no longeravailable, the parties will use such other index or computation that replacesthe Conversion Tool or otherwise will result in substantially the sameconversion rate as would be obtained by using the Conversion Tool.

(e)   *Marketing Commitment*.   Company agrees that it willcontinue in good faith to produce and market Licensed Products in the samemanner that it is currently producing and marketing such items as of 

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September 1, 2005unless Company and Sorenstam believe it is not commercially reasonable tocontinue to produce and market the Licenced Products.

7.     *Services ofLicensor.*   (a)  If Company desires to utilize the servicesof Sorenstam as a model in connection with Company advertising to promote itsProducts or as a part of a special promotional appearance for the Company,Licensor agrees, at the request of Company to provide the services of Sorenstamfor two (2) days per Contract Year as mutually agreed upon and at placesreasonably convenient to her schedule. Each day shall not exceed five (5) hoursunless otherwise agreed upon, Company agrees that it will reimburse Licensorfor all reasonable travel, lodging and meal expenses incurred by Licensor orSorenstam in connection with such services. Licensor agrees to use its bestefforts to cause Sorenstam to make appearances at Company’s booth at the PGAShow in Orlando, Florida each Contract Year during the Contract Period. IfSorenstam is unable to attend the PGA Show in any Contract Year, Licensoragrees that it will provide Sorenstam’s services for 90 minutes in suchContract Year at a mutually agreed upon time and location. If Sorenstam retiresfrom competitive golf during the Contract Period, Licensor agrees thatSorenstam will provide Company with an additional service day per Contract Yearstarting in the Contract Year Sorenstam retires from competitive playing. Companyfurther understands that failure to utilize services of Sorenstam pursuant tothis section shall not result in any reduction in payments to Licensorhereunder nor may the obligation to provide services be carried forward orbackward to any Contract Year. The obligations of Licensor to provide servicesof Sorenstam hereunder are subject to the condition that payments to Licensorare current and up to date.

(b)   ShouldCompany use Sorenstam in television advertising to promote Company’s Products,Company will make all applicable required union scale and pension and welfarepayments.

(c)   During theContract Period, Sorenstam shall wear Company Products at all professional golfevents and at all media appearances where appropriate. It is agreed that thelogo or name of Company (the “Company Logo”) shall be affixed to the left chestlocations of all Company Products that Sorenstam wears, when she playsprofessional golf. Company agrees that it will be responsible for, and the costof, affixing the Company Logo on all such Outerwear. Company acknowledges thatother locations on Sorenstam’s Products are reserved for Licensor’s othersponsors. Furthermore, Company understands that if Sorenstam participates in aspecial team event where there is an official uniform, then Sorenstam ispermitted to wear such uniform during such event (*e.g.*,Solheim Cup, World Cup, etc.).

(d)   During eachContract Year, Company shall supply Sorenstam with sufficient quantities ofCompany’s Products (at least 100 pieces of golf apparel) which areentirely suitable for Sorenstam’s use in tournament competition so she can wearsuch apparel while she plays professional golf. Company agrees to pay allcharges in connection with the delivery of Products to Sorenstam, includingshipping charges, air-freight charges and customs charges. Company agrees toreimburse Sorenstam’s authorized agent for all such reasonable expensesincurred by it in connection with the transfer of Products and Clothing toSorenstam.

(e)   On asemi-annual basis, Sorenstam shall provide to Company colors and styling suggestionsfor the Licensed Products that Company wishes to produce. Before each season isfinalized, Company will provide Licensor with the right to review the designmaterials for the upcoming season, including color images and fabric samples. TheCompany will, in good faith, consider any suggestions by Sorenstam beforefinalizing the Product Line, with such review and consideration to constituteLicensor’s approval as contemplated herein.

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8.*   Payments.*   All payments shall be made by wiretransfer drawn to the account of “Club 59, Inc.” as follows:

[***]

[***]

[***]

[***]

[***]

[***]

Past due payments hereunder shall bear interest at therate of (a) one and one-half percent (1.5%) per month, or (b) themaximum interest rate permissible under law, whichever is less. All amountsherein are in United States Dollars.

9.*   Authorized Agent.*   Licensor hereby designatesIMG Worldwide, Inc. of IMG Center, 1360 East 9th Street, Suite 100,Cleveland, Ohio 44114-1782, Attention: Mark Steinberg as its authorized agent for all purposes hereunder. Allnotices or submissions to be made or delivered Company to Licensor pursuant tothis Agreement shall be delivered to said address free of all charges such as,for example, shipping charges and customs charges. In the event that any suchcharges are paid by Licensor or by its authorized agent, Company agrees to makeprompt reimbursement. All notices or submissions to be made or delivered toCompany pursuant to this Agreement shall be delivered to 701 North 34thStreet, Suite 400, Seattle, Washington 98103, Attention:  John T. Wyatt.

10.*   Default.*   (a) If either party at any time during the Contract Period shall (i) fail tomake any payment of any sum of money herein specified to be made, or (ii) failto observe or perform any of the covenants, agreements or obligations hereunder(other than the payment of money), the nondefaulting party may terminate thisAgreement as follows: as to (i) if such payment is not made within ten (10) businessdays after the defaulting party shall have received written notice of suchfailure to make payment, or as to (ii) if such other default is not curedwithin thirty (30) days after the defaulting party shall have receivedwritten notice specifying in reasonable detail the nature of such default. Inorder to be a sufficient notice hereunder, any such written notice shallspecify in detail each item of default and shall specify the provision of thisAgreement which applies to each item of default, and shall specify in detailthe action the defaulting party is required to take in order to cure each itemof default. The termination rights set forth in this section shall notconstitute the exclusive remedy of the nondefaulting party hereunder, however,and if default is made by either party hereunder, the other may resort to suchother remedies as said party would have been entitled to if this section hadbeen omitted from this Agreement, subject to the terms of this Agreement. Terminationunder the provisions of this section shall be without prejudice to any rightsor claims which the terminating party may otherwise have against he defaultingparty, and if Company is the defaulting party, Company shall be responsible forany and all payments due under the terms of this Agreement in addition to otherliabilities set forth above.

(b)   If Companyshall become bankrupt or insolvent, or if Company’s business shall be placed inthe hands of a receiver, assignee or trustee, whether by voluntary act ofCompany or otherwise, the Contract Period shall, at the election of Licensor,immediately terminate.

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11.*   Use ofSorenstam Identification After Termination.*

(a)   Except asprovided in Section 11(b) below, from and after the termination ofthe Contract Period all of the rights of Company to the use of the SorenstamIdentification shall cease absolutely and Company shall not thereafter use orrefer to the Sorenstam Identification in advertising or promotion in any mannerwhatsoever. Except as provided in Section 11(b) below, it is furtheragreed that following termination of the Contract Period, Company shall notadvertise, promote, distribute or sell any item whatsoever in connection withthe use of any name, figure, design, logo, trademark or trade name similar toor suggestive of the Sorenstam Identification.

(b)   (i)   Companymay liquidate and sell its inventory of Licensed Products (including anyinventory then in production) for a period of one hundred eighty (180) daysafter the termination date of the Contract Period, subject to the Company’scontinued obligation to pay the Royalty Fee as provided in Section 6above, and will deliver the Royalty Report with respect to such liquidationsales within forty-five (45) days following the end of such one hundred eighty(180) day period.

         (ii)   IfCompany has not disposed of all Licensed Products as provided in Section 11(b)(i) aboveby the end of the one hundred eighty (180) day period, Company, at its option,may either (a) remove or obliterate entirely from such Licensed Products(and any labels, tags, riders and the like) all references to any SorenstamIdentification, then sell the same; or (b) destroy all such remainingLicensed Products.

12.*   Trademarks.*   Companyagrees that it will not file, during the Contract Period or thereafter, anyapplication for trademark registration or otherwise obtain or attempt to obtainownership of any trademark or trade name within the Contract Territory or in anyother country of the world which consists of the Sorenstam Identification orany mark, design or logo intended to obtain any rights to SorenstamIdentification or to identify products as being endorsed by Sorenstam. In theevent that, prior to commencement of the Contract Period, Company has filed oneor more applications for registration of any such trademark, or otherwise hasobtained any rights to such trademark, Company agrees to cause suchapplications and/or trademarks to be assigned and transferred to Licensorforthwith.

13.*   Reservation of Rights.*   Allrights not herein specifically granted to Company shall remain the property ofLicensor to be used in any manner Licensor deems appropriate. Companyunderstands that Licensor bas reserved the right to authorize others to useSorenstam Identification within the Contract Territory and during the ContractPeriod in connection with all tangible and intangible items and services otherthan Products themselves. Licensor is not aware of any such rights that wouldconflict with the nature or image of Company Products.

14.*   Indemnity.*   Companyagrees to protect, indemnify and save harmless Licensor, Sorenstam and theirauthorized agent or any of them, from and against any and all expenses,damages, claims, suits, actions, judgments and costs whatsoever, includingreasonable attorneys’ fees, arising out of, or in any way connected with,actions or omissions of Company, any advertising material famished by, or anbehalf of, Company or my claim or action for personal injury, death or othercause of action involving alleged defects in Company’s Products or services. Companyagrees to provide and maintain, at its own expense, general commercial and,product liability insurance with limits no less then $3,000,000 and namingLicensor and Sorenstam as additional named insureds. Within thirty(30) days from the date hereof, Company will submit to Licensor evidenceof such policy, requiring that the insurer shall not terminate or materiallymodify such without written notice to Licensor at least twenty (20) daysin advance, thereof.

15.*   Special Right of Termination.*   Companyshall have the right to terminate this Agreement upon written notice toLicensor if the commercial value of the Sorenstam Identification issubstantially reduced 

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because Sorenstam (i) hasbeen charged with illegal or immoral conduct which could result in a felonyconviction and such charges have not been dismissed or terminated within ninety(90) days; or (ii) fails an officially sanctioned drug test or iscriminally convicted of any felony or drug related offense. Any terminationpursuant to this paragraph shall become effective on the thirtieth (30th) daynext following the date of receipt by Licensor of Company’s written notice toso terminate.

16.*   Contract Extension.*   Dueto long product development lead times, Company and Licensor agree to begindiscussions for the renewal of this Agreement by July 1, 2011. All termsof the 2003 Agreement will remain in effect until its expiration on December 31,2006. The terms of this Agreement will automatically commence on January 1,2007 and expire on December 31, 2011.

17.*   Limited Liability.*   Notwithstandinganything to the contrary herein, in the event Company incurs any expenses,damages or other liabilities (including, without limitation, reasonableattorneys’ fees) in connection with the performance or nonperformance of anyterm or provision hereof, Licensor’s liability to Company shall not exceed theremuneration, excluding reimbursement of expenses, actually paid to Licensor byCompany. In no event will Licensor be liable for any indirect, incidental,reliance, special or consequential damages arising out of the performance ornonperformance of this Agreement, whether or not Licensor had been advised ofthe possibility of such damages. It is understood that Sorenstam is not a partyhereto and has no liability hereunder but is an intended specific third partycreditor beneficiary hereof.

18.*   Waiver.*   The failureof either party at any time or times to demand strict performance by the otherof any of the terms, covenants or conditions set forth herein shall not beconstrued as a continuing waiver or relinquishment thereof and each may at anytime demand strict and complete performance by the other of said terms,covenants and conditions. Any waiver of such rights must be set forth inwriting.

19.*   Severability.*   If anyprovision of this Agreement shall be declared illegal, invalid, void orunenforceable by any judicial or administrative authority, the validity of anyother provision and of the entire Agreement shall not be affected thereby.

20.*   Assignment.*   ThisAgreement shall bind and inure to the benefit of Company and Licensor, andtheir respective successors and assigns.

21.*   Arbitration/Governing Law.*   ThisAgreement shall be governed by, and its provisions enforced in accordance with,the laws of the State of Ohio, without regard to its principals of conflicts oflaws. In the event a dispute arises under this Agreement which cannot beresolved, such dispute shall be submitted to arbitration and resolved by asingle arbitrator (who shall be a lawyer not employed by or associated witheither party to this Agreement) in accordance with the Commercial Arbitration Rules ofthe American Arbitration Association then in effect. All such arbitration shalltake place at the office of the American Arbitration Association located inCleveland, Ohio. Each party is entitled to depose one fact witness and anyexpert witness retained by the other party, and to conduct such other discoveryas the arbitrator deems appropriate. The award or decision rendered by the arbitratorshall be final, binding and conclusive and judgment may be entered upon suchaward by any court.

22.*   Significance of Headings.*   Section headingscontained herein are solely for the purpose of aiding in speedy location ofsubject matter and are not in any sense to be given weight in the constructionof this Agreement. Accordingly, in case of any question with respect to theconstruction of this Agreement, it is to be construed as though such sectionheadings had been omitted.

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23.*   No Joint Venture.*   ThisAgreement does not constitute and shall not be construed as constituting anassociation, partnership, joint venture or relationship of principal and agentor employer and employee between Licensor and Company. Neither party shall haveany right to obligate or bind the other party in any manner whatsoever, and,except as expressly set forth herein, nothing herein contained shall give, oris intended to give, any rights of any kind to any person.

24.*   Entire Agreement.*   Thiswriting constitutes the entire agreement between the parties hereto and may notbe changed or modified except by a writing signed by the party or parties to becharged thereby.

IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed as of the date firstabove written.

| CUTTER & BUCK INC. |   | CLUB 59, INC. |
|-----------------------------|--------|---------------|
| By:                         |   | JOHN T. WYATT |   | By: |   | ANNIKA SORENSTAM |
|                        |   | Name:         |   | John T. Wyatt |   |   |   | Name: |   |   |
|                        |   | Title:        |   | President & CEO |   |   |   | Title: |   |   |

 

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