**Exhibit10.4**

**AMENDEDAND RESTATEDEMPLOYMENT AGREEMENT**

**THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT**(this “Agreement”) is made and entered into this 9th dayof October, 2006 by and between Golf Galaxy, Inc. (the “Company”) and RichardC. Nordvold (the “Executive”).

**WITNESSETH:**

**WHEREAS**, the Company hasretained the services of Executive pursuant to the terms of that certainEmployment Agreement between Company and Executive dated March 15, 2004 (the “2004Employment Agreement”);

**WHEREAS,** the Company desires toamend the terms of Executive’s employment pursuant to the terms of thisAgreement; and

**WHEREAS,** following execution ofthis Agreement, the 2004 Employment Agreement shall terminate and be of nofurther force or effect.

**NOW, THEREFORE**, in considerationof the mutual covenants contained herein, the sufficiency of which is herebyacknowledged, the parties hereto agree as follows:

**ARTICLEI.**

**EMPLOYMENTAND TERM**

1.1           **EMPLOYMENT.**  Upon the terms and subject to the conditionsset forth in this Agreement, the Company hereby employs Executive as ChiefFinancial Officer or in such other capacity as may be determined from time totime by the President or the Board of Directors of the Company (the “Board”),and Executive hereby accepts such employment.

1.2           **TERM.**  Except as otherwise provided in thisAgreement, the term (the “Term”) of this Agreement shall commence as of thedate hereof and shall continue until this Agreement is terminated by eitherparty pursuant to the terms hereof.

**ARTICLEII.COMPENSATION**

2.1           **SALARY**.  As compensation for his services to theCompany and as compensation for his confidentiality, non-competition andnon-solicitation agreement provided in Article 3 of this Agreement, Executiveshall receive an annual salary in the amount of Two Hundred Thousand Dollars($200,000) (the “Salary”) payable on a pro rata, bi-weekly basis.  The Salary shall be reviewed by the Board onthe first business day of each fiscal year occurring during the Term (the “ReviewDate”), the first such review to take place on March 1, 2007 and the Board may(but shall not be obligated to) increase or decrease said salary as of theReview Date by such amount as the Board deems appropriate.

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2.2           **STOCK OPTIONS.** Effective upon the date of the 2004 EmploymentAgreement, the Board approved grants for his right and option to purchase75,000 shares of common stock of the Company as a senior level executiveemployee.  Future grants for his rightand option to purchase additional shares of Common Stock of the Company shall bereviewed by the Company’s Board annually in the spring occurring during theTerm (the “Review Date”), the first such review to take place in the spring of2007 and the Board of Directors may (but shall not be obligated to) approveadditional grants as of the Review Date by an amount as the Board deemsappropriate.  The vesting schedule andterms of the options will be consistent with other grants and communicated atthe time of Board approval.

2.3           **BENEFITS**.  Except as the Board may otherwise provide,Executive shall be entitled to participate in any retirement savings plan,profit sharing plan, life insurance, health insurance, dental insurance,disability insurance or any other fringe benefit plan which the Company mayfrom time to time make available to its salaried senior executives to theextent that Executive’s age, tenure and title make him eligible to receivethose benefits.

Anyof such benefits may be modified or withdrawn by the Company in its discretionduring the Term to the extent the same are withdrawn or modified orsupplemented for other employees similarly situated.

2.4           **DISCRETIONARY BONUS.**  Executive may from time to time receive abonus in the sole discretion of the Board.

2.5           **PAID TIME OFF.**  Executive shall be entitled to twenty (20)days Paid Time Off (PTO) per calendar year, which shall be prorated during anypartial year during the Term.  Anyadditional PTO that is unused as of the last day of the calendar year shall beforfeited.  Any unused PTO shall be paidto Executive at termination.

2.6           **EXPENSES.**  The Company shall reimburse Executive for allreasonable expenses properly incurred by Executive in the discharge of hisduties hereunder upon production of evidence therefore.

2.7           **CELL PHONE.**  Executive will be issued a company-owned cellphone for his business and personal use during the Term of this Agreement.  Executive agrees to immediately discontinueuse and return such cell phone upon termination of this Agreement.

**ARTICLEIII.DUTIES OF EXECUTIVE**

3.1           **SERVICES; DUTIES**.  Executive shall have the normal duties,responsibilities and authority of a Chief Financial Officer, subject to thepower of the President or the Board to expand or limit such duties,responsibilities and authority. Executive shall devote Executive’s full time and best efforts to thebusiness of the Company.  Executive shallperform the duties and obligations required of Executive hereunder in acompetent, efficient and satisfactory manner at

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such hours andunder such conditions as the performance of such duties and obligations mayrequire.

3.2           **CONFIDENTIALITY ANDLOYALTY**.  Executiveacknowledges that, during the course of Executive’s employment Executive willproduce and have access to trade secrets, materials, records, data andinformation not generally available to the public regarding the Company, itscustomers and affiliates (collectively “Confidential Information”).  Accordingly, during and subsequent to thetermination of this Agreement, Executive shall hold in confidence and not ,directly or indirectly disclose, use, copy or make lists of any ConfidentialInformation, except to the extent authorized in writing by the Company, or asrequired by law or any competent administrative agency or as otherwise isreasonably necessary or appropriate in connection with the performance byExecutive of his duties pursuant to this Agreement.  Upon termination of Executive’s employmentunder this Agreement, Executive shall promptly deliver to the Company (i) allrecords, manuals, books, documents, client lists, letters, reports, data,tables, calculations and all copies of any of the foregoing which are theproperty of the Company or which relate in any way to the business or practicesof the Company, and (ii) all other property of the Company and ConfidentialInformation which in any of these cases are in his possession or under hiscontrol.

3.3           **NON-COMPETITION ANDNON-SOLICITATION**.

(a)           In further consideration of thecompensation to be paid to Executive hereunder, Executive acknowledges thatduring the course of his employment with the Company he has become familiarwith the Company’s trade secrets and with other Confidential Informationconcerning the Company and that his services have been and shall be of special,unique and extraordinary value to the Company, and therefore, Executive agreesthat, during the Term and for a period of six (6) months thereafter (the “NoncompetePeriod”), he shall not, without the Company’s prior written consent, directlyor indirectly, own, manage, operate, join, control or participate in the ownership,management, operation or control of, or be connected as a director, officer,employee, partner, consultant or otherwise with, any business or organizationin the United States, Canada or Mexico that sells or markets golf equipment,apparel, accessories or services directly to consumers, whether through retailor direct marketing channels, including, but not limited to catalogs and theinternet (a “Competitive Business”); provided, however, that nothing hereinshall prohibit Executive from (i) being a passive owner of not more than 2% ofthe outstanding stock of any class of a corporation which is publicly traded,so long as Executive has no active participation in the business of suchcorporation; or (ii) becoming involved with a business or organization forwhich activities comprising a Competitive Business do not represent  more than $10 million in revenues or morethan 10% of such business or organization’s total revenues. If, at the time ofenforcement of this Article III, a court shall hold that the duration, scope orarea restrictions stated herein are unreasonable under circumstances thenexisting, the parties agree that the maximum duration, scope or area reasonableunder such circumstances shall be substituted for the stated duration, scope orarea and that the court shall be allowed to revise the restrictions containedherein to cover the maximum period, scope and area permitted by law.

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Executive acknowledges that the restrictions containedin this Article III are reasonable and that he has reviewed the provisions ofthis Agreement with his legal counsel

(b)           Duringthe Term and for a period of two (2) years thereafter (the “Non-Solicit Period”),Executive shall not directly or indirectly through another person or entity (i)induce or attempt to induce any employee of the Company to leave the employ ofthe Company, or in any way interfere with the relationship between the Companyand any employee thereof, (ii) hire any person who was an employee of theCompany at any time during the Term or (iii) induce or attempt to induce anycustomer, supplier, licensee, licensor, franchisee or other business relationof the Company to cease doing business with the Company, or in any wayinterfere with the relationship between any such customer, supplier, licenseeor business relation and the Company (including, without limitation, making anynegative or disparaging statements or communications regarding the Company).

(c)           Inthe event of the breach or a threatened breach by Executive of any of theprovisions of this Section 3.3(c), the Company would suffer irreparable harm,and in addition and supplementary to other rights and remedies existing in itsfavor, the Company shall be entitled to specific performance and/or injunctiveor other equitable relief from a court of competent jurisdiction in order toenforce or prevent any violations of the provisions hereof (without posting abond or other security).  In addition, inthe event of an alleged breach or violation by Executive of this Article III,the Noncompete Period and the Non-Solicit Period shall be tolled until suchbreach or violation has been duly cured.

3.4                   **PATENTAND RELATED MATTERS.**

(a)           Disclosure and Assignment.  Executive agrees to promptly disclose inwriting to the Company complete information concerning each and everyinvention, discovery, improvement, device, design, apparatus, practice,process, method or product, whether patentable or not, made, developed, perfected, devised,conceived or first reduced to practice by Executive, either solely or incollaboration with others, during the term of this Agreement, or within six (6)months thereafter, whether or not during regular working hours, relating eitherdirectly or indirectly to the business, products, practices or techniques ofthe Company (hereinafter referred to as “Developments”).  Executive,to the extent that he has the legal right to do so, hereby acknowledges thatany and all of said Developments are the property of the Company and herebyassigns and agrees to assign to the Company any and all of Executive’s right,title and interest in and to any and all of such Developments.

(b)           Future Developments.  As to any future Developments made byExecutive which relate to the business, products or practices of the Companyand which are first conceived or reduced to practice during the term of thisAgreement, but which are claimed for any reason to belong to an entity orperson other than the Company, Executive agrees to promptly disclose the samein writing to the Company and shall not

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disclose the same to others if the Company, withintwenty (20) days thereafter, shall claim ownership of such Developments underthe terms of this Agreement.

(c)           Limitation on Sections 3.4(a) and(b).  The provisions of Sections3.4(a) and (b) shall not apply to any Development meeting the followingconditions:

(i)            such Development was developedentirely on Executive’s own time;

(ii)           such Development was made without theuse of any Company equipment, supplies, facility or trade secret information;

(iii)          such Development does not relate (a)directly to the business of the Company, or (b) to the Company’s actual ordemonstrably anticipated research or development; and

(iv)          such Development does not result fromany work performed by Executive for the Company.

(d)           Assistance of Executive.  Upon request and without further compensationtherefore, but at no expense to Executive, and whether during the term of thisAgreement or thereafter, Executive will do all lawful acts, including, but notlimited to, the execution of papers and lawful oaths and the giving oftestimony, that in the opinion of the Company, its successors and assigns, maybe necessary or desirable in obtaining, sustaining, reissuing, extending andenforcing United States and foreign patents, including, but not limited to,design patents, on any and all of such Developments, and for perfecting,affirming and recording the Company’s complete ownership and title thereto, andto cooperate otherwise in all proceedings and matters relating thereto.

(e)           Records.  Executive will keep complete, accurate andauthentic accounts, notes, data and records of all Developments in the mannerand form requested by the Company.  Suchaccounts, notes, data and records shall be the property of the Company, and,upon its request, Executive will promptly surrender same to it or, if notpreviously surrendered upon its request or otherwise, Executive will surrenderthe same, and all copies thereof, to the Company upon the conclusion of heremployment.

3.5           **UNDERSTANDINGS.**  Executive acknowledges and agrees that (a)the Company informed him, as part of the offer of employment and prior to hisaccepting employment with the Company, that a confidentiality, non-competition,and non-inducement agreement would be required as part of the terms andconditions of his employment; (b) he has carefully considered the restrictionscontained in this Agreement; (c) the restrictions in this Agreement arereasonable and will not unduly restrict him in securing other employment in theevent of termination.

3.6           **REMEDIES**.  Executive agrees and understands that anybreach of any of the covenants or agreements set forth in Article III of thisAgreement will cause the Company irreparable harm for which there is noadequate remedy at law, and, without limiting whatever other rights andremedies the Company may have under this Agreement, Executive consents to

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the issuance of aninjunction by any court of competent jurisdiction in favor of the Companyenjoining the breach of any of the aforesaid covenants or agreements.  If any or all of the aforesaid covenants oragreements are held to be unenforceable because of the scope or duration ofsuch covenant or agreement, the parties agree that the court making suchdetermination shall have the power to reduce or modify the scope and/orduration of such covenant to the extent that allows the maximum scope and/orduration permitted by applicable law.

3.7           **SURVIVAL**.  The obligations of this Article III shallsurvive the expiration or termination of this Agreement and/or termination ofExecutive’s employment for any reason.

**ARTICLEIV.TERMINATION**

4.1           **TERMINATION FOR CAUSE**.  Notwithstanding anything contained in thisAgreement to the contrary, the Company shall have the right to terminate theemployment of Executive upon the occurrence of any of the following events(which events shall constitute “Cause” for termination):

(a)           Executive shall commit any breach orviolation of any of Executive’s representations or covenants under thisAgreement, which breach continues for a period of ten (10) days followingnotice thereof from the Company (except in the event of a breach of anyprovision of Article III, which shall require no notice to Executive prior totermination);

(b)           Executive shall willfully andcontinually fail to substantially perform Executive’s duties with the Company(other than due to incapacity resulting from physical or mental illness) whichfailure has continued for at least 30 days following receipt by Executive ofwritten notice specifying the failure to substantially perform;

(c)           Executive shall willfully engage inconduct that is demonstrably and materially injurious to the Company,monetarily or otherwise, which injurious conduct has continued for at least 30days following Executive’s receipt of written notice specifying the injuriousconduct and offering Executive the opportunity to explain the conduct to theBoard;

(d)           Executive shall, in the performanceof Executive’s duties under this Agreement, engage in any act of misconduct,including misconduct involving moral turpitude, which is injurious to theCompany;

(e)           Executive shall violate or willfullyrefuse to obey the lawful and reasonable instructions of the President and/orBoard of the Company, provided that such instructions are not inviolation of this Agreement;

(f)            Executive shall become disabledduring the Term (Executive shall be deemed to be disabled if Executive iseligible to receive disability benefits under any long-term disability plan theCompany may then have in effect, or, if no such plan is then

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in effect, Executive shall be deemed to be disabled ifExecutive is unable to perform the material functions of his position with theCompany, with or without reasonable accommodation, by reason of a physical ormental infirmity, for a period of ninety (90) consecutive days within any180-day period);

(g)           Executive shall die during the Termof this Agreement.

Anact or failure to act is considered “willful” if done or not done with anabsence of good faith and without a reasonable belief that the act or failureto act was in the best interests of the Company.  If the employment of Executive is terminatedpursuant to this Section 4.1, such termination shall be effective upon thedelivery of notice thereof to Executive, except in the event of the death of Executive,in which case termination shall be effective immediately upon death, andtermination pursuant to subsection 4.1(a), (b) or (c) under circumstances inwhich Executive is entitled to notice of breach (or failure) and an opportunityto cure, in which case termination shall be effective immediately after thenotice period if Executive fails to cure the breach or failure to thereasonable satisfaction of the Company. In the event of termination for “Cause”, Executive shall not be entitledto any severance payments or any other payments under this Agreement.

4.2           **TERMINATION BY COMPANY FORANY OTHER REASON**.

Notwithstandinganything contained in this Agreement to the contrary, the Company shall havethe right to terminate the employment of Executive for any reason, includingreasons other than those described in Section 4.1, upon thirty (30) days noticeto Executive.  Such termination shall beeffective upon the expiration of such 30 day period.  In the event of termination by the Companyfor any reason not constituting “Cause” (as defined above), Executive shall beentitled to the severance payments described in Section 4.5 of this Agreement.

4.3           **TERMINATION BY EXECUTIVEFOR GOOD REASON**. Notwithstanding anything contained in the Agreement to the contrary,Executive shall have the right to terminate his employment at any time for “GoodReason”.  “Good Reason” shall exist ifany of the following events or conditions occurs:

(a)           a material change in Executive’stitle, position or responsibilities which represents a substantial reduction ofthe title, position or responsibilities in effect immediately prior to thechange; the assignment of Executive to a position which requires Executive torelocate permanently to a site outside of the Minneapolis-St. Paul metropolitanarea; the assignment to Executive of any duties or responsibilities (other thandue to a promotion) which are inconsistent with such title, position orresponsibilities; or any removal of Executive from or failure to reappoint orreelect Executive to any of such positions, except in connection with thetermination of employment for Cause, as a result of permanent disability (asdetermined by Executive’s eligibility to receive disability benefits under anylong-term disability plan the Company may then have in effect, as a result ofExecutive’s death, or by Executive other than for Good Reason; or

(b)           any material breach by the Company ofany provision of this Agreement.

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Inthe event of termination of employment by Executive for Good Reason, Executiveshall be entitled to the severance payments described in Section 4.5 of thisAgreement.

4.4           **TERMINATION BY EXECUTIVE**.  Executive shall have the right to terminatehis employment under this Agreement for any reason.  In the event of termination by Executive forany reason not constituting a termination for “Good Reason” (as defined above),Executive shall not be entitled to any severance payment or any other paymentsunder this Agreement.

4.5           **SEVERANCE PAYMENTS**.  In the event that Executive’s employment isterminated by the Company for reasons other than Cause, or, in the event thatExecutive terminates Executive’s employment for Good Reason, the Company shallpay to Executive, within ten (10) days of the date of such termination, theSalary through such date of termination, and, in lieu of any furthercompensation and benefits under this Agreement, Executive shall be entitled tothe following benefits during the “Severance Period” (which Severance Period isdefined herein to be the six (6) - month period beginning on the date of suchtermination of Executive’s employment).

(a)           During the Severance Period, theCompany shall continue to pay to Executive the annual base salary payable toExecutive at the rate and according to the payment schedule in place immediatelyprior to the termination of employment subject to federal and statewithholding, FICA, FUTA and withholding for all other applicable taxes;

(b)           During the Severance Period, theCompany shall continue on behalf of Executive (and Executive’s dependents andbeneficiaries), life insurance, disability insurance, medical and dentalbenefits and any/all other benefits which were being provided to Executive atthe time of termination of employment and the expense shall be allocatedbetween the Company and Executive on the same basis as prior to the date oftermination of employment.  The benefitsprovided pursuant to this Section 4.5(b) shall be no less favorable toExecutive than the coverage provided to Executive under the plans providingsuch benefits at the time notice of termination was given to Executive.  The obligation of the Company under thisSection 4.5(b) shall be limited to the extent that Executive obtains any suchbenefits pursuant to a subsequent Executive’s benefit plans, in which case theCompany may reduce the coverage of any benefit it is required to provideExecutive under this Section 4.5(b) as long as the aggregate coverage of thecombined benefit plans is no less favorable to Executive, in terms of amountsand deductibles and costs to Executive, than the coverage required to beprovided under this Section 4.5(b).  ThisSection 4.5(b) shall not be interpreted so as to limit any benefits to whichExecutive (or Executive’s dependents or beneficiaries) are entitled under anyof the Company’s Executive benefit plans, programs or practices followingExecutive’s date of termination of employment. The provision of continued benefits to Executive under this Section4.5(b) shall not deprive Executive of any independent statutory right tocontinue benefits coverage pursuant to Sections 601 through 606 of ExecutiveRetirement Income Security Act of 1974, as amended; and

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(c)           For the Company’s fiscal year inwhich Executive’s employment is terminated, the Company shall pay Executivesuch bonus, if any, equal to the amount found by multiplying (x) the lesser of(i) such amounts as Executive would have received based on the Company’s actualresults pursuant to any bonus plan in effect during such fiscal year and (ii)such amounts as Executive would have received based on the Company’s achieving100% of its financial targets as reflected in such bonus plan (in each case asthough Executive had been employed the full fiscal year) by (y) a fraction, thenumerator of which is the number of days in the applicable fiscal year throughthe date of Executive’s termination and the denominator of which is 365.  All bonuses payable pursuant to thissubsection (c) shall be payable to Executive at such time as bonuses for suchperiod are paid to Company employees under such bonus plan generally.

(d)           In the event Executive is entitled toseverance benefits, all of Executive’s rights to exercise option(s) grantedunder the Company’s stock option plan and held by Executive upon termination ofemployment shall immediately vest resulting in these option(s) becomingimmediately exercisable for the period specified in the section of therespective option(s) relating to vesting of options in the event of terminationof employment, or, if no period is so specified, then for six (6) months, afterwhich time the option(s) shall expire.

(e)          Notwithstanding anything contained inthis Agreement to the contrary, Executive shall be entitled to the severancepay and benefits described in this Section 4.5 only if (i) on or withinthirty (30) days following Executive’s last date of employment Employee signsand does not rescind a Release Agreement in a form prepared by the Company, toinclude but not be limited to a comprehensive release of all legal claims byExecutive in favor of the Company, (ii) Executive fully complies with hisconfidentiality obligations under Section 3.2 herein, (iii) Executive fullycomplies with his non-competition and non-inducement obligations under Section3.3 herein, and (iv) Executive fully complies with his disclosure andassignment obligations under Section 3.4 herein.  Executive further understands and agrees thatif he does not sign the required Release Agreement, if he rescinds the requiredRelease Agreement after signing, or if he does not fully comply with theconfidentiality, non-competition, non-inducement, and/or disclosure andassignment requirements of Sections 3.2, 3.3 and 3.4 herein, he will not beentitled to the severance pay or benefits described in Section 4.5 and will beobligated to return any severance pay and/or benefits already received.

4.6           **PAYMENT OF COMPENSATION.**  Notwithstanding anything in this Agreement orelsewhere to the contrary:

(a)           If payment or provision of any amountor other benefit that is “deferred compensation” subject to Section 409A of theInternal Revenue Code of 1986, as amended (the “Code”) at the time otherwisespecified in this Agreement or elsewhere would subject such amount or benefitto additional tax pursuant to Section 409A(a)(1)(B) of the Code, and if paymentor provision thereof at a later date would avoid any such additional tax, thenthe payment or provision thereof shall be postponed to the earliest

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date on which such amount or benefit can be paid orprovided without incurring any such additional tax.  In the event this Article IV requires adeferral of any payment, such payment shall be accumulated and paid in a singlelump sum on such earliest date together with interest for the period of delay,compounded annually, equal to the prime rate (as published in The Wall StreetJournal), and in effect as of the date the payment should otherwise have beenprovided.

(b)           If any payment or benefit permittedor required under this Agreement, or otherwise, is reasonably determined byeither party to be subject for any reason to a material risk of additional taxpursuant to Section 409A(a)(1)(B) of the Code, then the parties shall promptlyagree in good faith on appropriate provisions to avoid such risk withoutmaterially changing the economic value of this Agreement to either party.

4.7           **SURVIVING RIGHTS**.  Notwithstanding the termination of Executive’semployment, the parties shall be required to carry out any provisions hereofwhich contemplate performance subsequent to such termination; and suchtermination shall not affect any liability or other obligation which shall haveaccrued prior to such termination, including, but not limited to, any liabilityfor loss or damage on account of a prior default.

**ARTICLEV.SETTLEMENT BY ARBITRATION**

5.1           **ARBITRATION**.  The Company and Executive agree that anyclaim or controversy arising out of or relating to this Agreement, includingbut not limited to the making of it or the alleged breach of it, and anyalleged violation of any right created by statute, shall be discussed betweenthe disputing parties in a good faith effort to arrive at a mutual settlementof any such claim or controversy.  If,notwithstanding, such claim or controversy cannot be resolved, the Company andExecutive agree that any claim or controversy will be settled by arbitration inthe City of Minneapolis, Minnesota, in accordance with the provisions of thisAgreement, and the arbitration rules of the American Arbitration Association,unless such rules are inconsistent with the provisions of this Agreement.  Limited civil discovery shall be permittedfor the production of documents and taking of depositions.  Unresolved discovery disputes may be broughtto the attention of the arbitrator who may dispose of such dispute.  The arbitrator shall have the authority toaward any remedy or relief that a court of this state could order or grant;provided, however, that punitive or exemplary damages shall not beawarded.  The award rendered pursuant tosuch arbitration shall be final, binding and conclusive as to the Company and Executive,and judgment upon such award may be entered without notice and enforced in anycourt having jurisdiction.  Costs ofarbitration (excluding the costs of each party’s own counsel or advisors) shallbe borne equally by the Company and Executive. Notwithstanding the foregoing, the Company shall have the right tosubmit any claim against Executive arising out of any provision of Article IIIhereof to any court of competent jurisdiction in Hennepin County, Minnesota, inlieu of seeking arbitration pursuant to this Section.

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**ARTICLEVI.GENERAL PROVISIONS**

6.1           **NOTICES**.  All notices, requests, and othercommunications shall be in writing and except as otherwise provided herein,shall be considered to have been delivered if personally delivered or when depositedin the United States Mail, first class, certified or registered, postageprepaid, return receipt requested, addressed to the proper party at its addressas set forth below, or to such other address as such party may hereafterdesignate by written notice to the other party:
|   | (a)    | If to the Company, to: |   | Golf Galaxy, Inc.        |
|--------|--------|------------------------|--------|--------------------------|
|   |   |                   |   | 7275 Flying  Cloud Drive |
|   |   |                   |   | Eden Prairie, MN  55344  |
|   |   |                   |   | ATTN: President]         |
|   |   |                   |   |                     |
|   | (b)    | If to Executive, to:   |   | Richard C. Nordvold      |
|   |   |                   |   | 2000 Luisa Court         |
|   |   |                   |   | Chaska, MN 55318         |

 

6.2           **NO CONFLICTION OBLIGATIONS.**  Executive represents and warrants to theCompany that he is not under, or bound to be under in the future, anyobligation to any person, firm, or corporation that is or would be inconsistentor in conflict with this Agreement or would prevent, limit, or impair in anyway the performance by him of his obligations hereunder.

6.3           **WAIVER, MODIFICATION ORAMENDMENT**.  No waiver,modification or amendment of any term, condition or provision of this Agreementshall be valid or of any effect unless made in writing, signed by the party tobe bound or its duly authorized representative and specifying withparticularity the nature and extent of such waiver, modification oramendment.  Any waiver by any party ofany default of the other shall not affect or impair any right arising from anysubsequent default.  Nothing herein shalllimit the rights and remedies of the parties hereto under and pursuant to thisAgreement, except as set forth above.

6.4           **ENTIRE AGREEMENT**.  This Agreement contains the entireunderstanding of the parties hereto in respect of the subject matter hereof andsupersedes all prior agreements and understandings between the parties withrespect to such subject matter, whether oral or written; provided that theparties acknowledge that they have also entered into a retention agreement ofeven date herewith and that, pursuant to Section 2(b)(iv) of such agreement,the severance payments and/or benefits shall be reduced in a dollar-for-dollarbasis by the severance payments and/or benefits provided hereunder, it beingthe intention of the parties hereto that Executive shall only be entitled toreceive “one” set of severance payments and benefits under any circumstances.

6.5           **INTERPRETATION**.  The provisions of this Agreement shall beapplied and interpreted in a manner consistent with each other so as to carryout the purposes and intent of the parties hereto, but if for any reason anyprovision hereof is determined to be unenforceable or invalid, such provisionor such part thereof as may be unenforceable or invalid shall be deemed severedfrom this Agreement and the remaining provisions shall be carried out with thesame force and effect as if the severed provision or part thereof had not beena part of this Agreement.

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6.6           **GOVERNING LAW**.  This Agreement shall be construed andenforced in accordance with the laws of the State of Minnesota, without regardto its principles of conflict of laws.

6.7           **ASSIGNMENT**.  Executive acknowledges that Executive’sservices are unique and personal. Accordingly, Executive may not assign Executive’s rights or delegateExecutive’s duties or obligations under this Agreement.  This Agreement shall inure to the benefit ofand be enforceable by the Company and any successor or permitted assignee, andmay be assigned by the Company to any purchaser of all or substantially all ofthe Company’s business or assets (by merger, sale of assets, consolidation,acquisition of stock or otherwise) without the consent of Executive, and mayotherwise be assigned by the Company only with Executive’s consent.

6.8           **CAPTIONS AND HEADINGS.**  The captions and section headings used inthis Agreement are for convenience of reference only, and shall not affect theconstruction or interpretation of this Agreement or any of the provisionsthereof.

6.9           **TERMINATION OF 2004EMPLOYMENT AGREEMENT.** Effective the date of this Agreement, the2004 Employment Agreement shall terminate and be of no further force andeffect, and shall be superseded and replaced in its entirety by this Agreement.

**IN WITNESS WHEREOF**, the partieshereto have executed this Agreement as of the day and year first above written.
| ** ** | **COMPANY:**             |
|------------|--------------------------|
|       |                     |
|       | GOLF GALAXY,  INC.       |
|       |                     |
|       | By:                      | /s/ RANDALL K.  ZANATTA |   |
|       |                     | Its: | President and Chief  Executive Officer |   |
|       |                     |
|       |                     |
| ** ** | **EXECUTIVE:**           |
| ** ** | ** **               |
|       | /s/ RICHARD C.  NORDVOLD |   |
|       | Richard C. Nordvold      |
|            |                          |  |  |  |  |  |

 

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