EXECUTIVE
      EMPLOYMENT 

    AGREEMENT1 

     

    THIS
      AGREEMENT
      (the
      "Agreement") entered into as of the date signed by the parties below by and
      between Adams Golf, Inc. and its subsidiaries with its principal place of
      business at 2801 East Plano Parkway, Plano, Texas (the "Company") and Mr. Oliver
      Brewer (the "Executive"); 

     

    RECITALS

     

    WHEREAS,
      the
      Executive is and has been employed by the Company for the past six yeas as
      its
      Chief Executive Officer;

     

    WHEREAS,
      the
      Company’s Board of Directors desires assurance of the continued association and
      services of the Executive in order to retain his experience, skills, abilities,
      background, and knowledge, and is therefore willing to engage his services
      on
      the terms and subject to the conditions set forth below; 

     

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

     

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

     

    AGREEMENT

     

    
      	1.	
              POSITION
                AND DUTIES

            


    

     

    During
      the term of this Agreement, the Company shall employ the Executive as Chief
      Executive Officer. The Executive’s duties shall be those, which shall be
      prescribed by the Board of Directors from time to time which shall be those
      reasonably expected of a chief executive officer of a similarly capitalized
      corporation and those performed by his predecessor. The Executive shall use
      his
      best efforts to promote the best interest of the Company. The Executive shall
      devote his knowledge, skill and, exclusively (other than as set forth below),
      all of his professional time, attention and energies (reasonable absences for
      vacations and illness excepted), to the business of the Company in order to
      perform such assigned duties faithfully, competently and diligently.
      Notwithstanding the foregoing, it is understood and agreed between the parties
      that the Executive may (i) engage in charitable and community activities, (ii)
      manage personal investments and affairs and (iii) serve on the boards of
      directors of a reasonable number of other corporations or the boards of a
      reasonable number of trade associations, so long as such activities and
      investments do not interfere or conflict with the Executive's performance of
      his
      responsibilities and obligations to the Company. 

     

      
        

      

    

    
      
        	
                1

              	
                A
                  portion of this document is confidential and has been omitted in
                  accordance with Rule 24b-2 under the Securities and Exchange Act
                  of 1934.
                  Such omitted confidential material is marked herein as follows:
                  [*****].

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	2.	
              TERM
                OF EMPLOYMENT

            


    

     

    The
      Company agrees to employ the Executive and the Executive agrees to serve the
      Company pursuant to the terms and conditions of this Agreement for a term of
      three (3) years, commencing on January 1, 2008 and expiring on December 31,
      2010, unless earlier terminated pursuant to this Agreement. Notwithstanding
      any
      contrary clause in this Agreement, the Executive shall serve at the pleasure
      of
      the Board of Directors and may be terminated at any time in accordance with
      the
      provisions of this Agreement. The Executive’s termination shall not, in any way,
      prejudice the Executive’s rights under this Agreement. 

     

    
      	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 require
      the Executive to travel temporarily to other locations on Company
      business.

     

    
      	4.	
              COMPENSATION
                

            


    

     

    The
      Executive shall receive, for all services rendered to the Company as an
      employee, the following compensation. 

     

    
      	 	
              A.

            	
              Salary.
                The Executive shall be paid an annual base salary for each respective
                year
                as stated below. The Executive's Annual Base Salary shall be payable
                in
                equal installments in accordance with the Company's general salary
                payment
                policies, but no less frequently than monthly.


            


    

     

    2008:
      Four-Hundred Twenty-Five Thousand ($425,000) dollars;

    2009:
      Four-Hundred Fifty Thousand ($450,000) dollars;

    2010:
      Four-Hundred Seventy-Five Thousand ($475,000) dollars;


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
            	B.	
              Incentive
                Compensation.
                

            


    

     

    i.
      Each
      calendar year, the Executive shall be eligible for two bonuses. The first bonus
      is to be paid at the end of the first half of the calendar year but no later
      than July 20 and the second bonus is to be paid at the end of the second half
      of
      the year but no later than January 20 of the following year. Each bonus shall
      be
      contingent upon the Company achieving certain revenue and EBITDA goals for
      the
      applicable half of the calendar year as agreed upon and stated in advance by
      the
      Board of Directors, The amount of each bonus shall be as follows:

     

    
      	 	
              (a)

            	
              Thirty
                Seven and One-Half (37.5%) percent of Executive’s annual base salary if
                the Company achieves its stated, conservative revenue and EBITDA
                goals;

            


    

     

    
      	 	
              (b)

            	
              Fifty
                (50%) percent of Executive’s annual base salary if the Company achieves
                its stated, negotiated target (annual board plan) revenue and EBITDA
                goals;

            


    

     

    
      	 	
              (c)

            	
              One
                Hundred (100%) percent of Executive’s annual base salary if the Company
                achieves revenue and EBITDA goals that are twenty (20%) percent over
                its
                stated, negotiated revenue and EBITDA
                goals;

            


    

     

    
      	
            	(d)	
              The
                Company shall prorate accordingly each of the Executive’s incentive
                bonuses each calendar year based on the Company’s revenue and EBITDA
                performance above its stated, conservative revenue and EBITDA goals
                and
                below the performance that would pay the Executive his maximum bi-annual
                bonus, as defined in C above. 

            


    

     

    
      	 	
              ii.

            	
              When
                the Executive receives incentive compensation prior to the Company’s
                financial results being verified by the Company’s independent auditors and
                the independent auditors determine that the Company’s financial results
                are other than the Company determined them to be resulting in a revised
                situation wherein the Executive was actually not entitled to receive
                his
                potential incentive compensation, then the Executive agrees to return
                all
                unearned incentive compensation
                forthwith.

            


    

     

    
      	 	
              iii.

            	
              The
                Company’s Board of Directors set the conservative and negotiated revenue
                and EBITDA goals for fiscal 2008 at the November 2007 Board meeting.
                The
                Company’s Board of Directors will establish the conservative (75% of
                annual bonus target) and negotiated target (annual board plan) (100
                % of
                annual bonus target) goals annually for fiscal years 2009 and 2010
                at the
                last Board meeting of 2008 and 2009,
                respectively.

            


    

     

    
      	 	
              C.

            	
              Equity
                Participation.
                

            


    

     

    
      	 	
              i.

            	
              Each
                calendar year of this Agreement, the Executive shall be granted
                Two-Hundred Thousand (200,000) shares of the Company’s restricted shares
                of common stock, One-Hundred Thousand (100,000) shares on the last
                trading
                day of June and One-Hundred Thousand (100,000) shares on the last
                trading
                day of December. The Executive shall be solely responsible for all
                taxes
                associated with these grants. 

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              ii.

            	
              At
                any time during the term of this Agreement, if a majority of the
                capital
                stock of the Company is to be sold or transferred to an entity not
                associated or owned by the Company or its affiliates or substantially
                all
                of the assets of the Company are to be sold or transferred to an
                entity
                not associated or owned by the Company or its affiliates, all of
                the
                Executive’s potential equity grants shall accelerate and take place no
                later than the calendar day immediately preceding the sale or closing
                date
                of the sale or transfer transaction.


            


    

     

    
      	
            	D.	
              Long
                Term Incentive Payment.
                The
                Executive shall be eligible for a one time, long term incentive payment
                at
                the conclusion of this three (3) year Agreement contingent upon the
                Company achieving certain cumulative EBITDA goals during the contract
                period as stated below. The long-term incentive payment, if any,
                shall be
                made as soon as administratively feasible but not later than February
                15,
                2011.

            


    

     

    
      	 	
              i.

            	
              If
                the Company achieves a cumulative EBITDA of [*****] dollars the Executive
                shall be granted an incentive payment of Seven-Hundred Fifty Thousand
                ($750,000) dollars. 

            


    

     

    
      	 	
              ii.

            	
              If
                the Company achieves a cumulative EBITDA greater than [*****] dollars
                but
                less than [*****] dollars the Executive shall be granted an incentive
                payment that is prorated accordingly between the two
                goals.

            


    

     

    
      	 	
              iii.

            	
              If
                the Company achieves a cumulative EBITDA of [*****] dollars the Executive
                shall be granted an incentive payment of One-Million Five- Hundred
                Thousand ($1,500,000) dollars.

            


    

     

    
      	 	
              iv.

            	
              Additionally,
                if the Company achieves a cumulative EBITDA that is greater [*****]
                dollars, the Executive shall receive five (5%) percent of all cumulative
                EBITDA greater than [*****]
                dollars.

            


    

     

    
      	 	
              E.
                

            	
              Employee
                Benefit Plans.
                The Executive and his "dependents," as that term may be defined under
                the
                applicable employee benefit plan(s) of the Company, shall be included
                in
                all plans, programs and policies which provide benefits for Company
                employees and their dependents on a basis commensurate with the
                Executive's position and authorities, duties, powers and responsibilities.
                

            


    

     

    
      	 	
              F.

            	
               Expenses.
                The Executive is authorized to incur and shall be reimbursed by the
                Company for any and all reasonable and necessary business related
                expenses
                including, but not limited to, a company car, a local country club
                membership expenses for auto, business travel, entertainment, gifts
                and
                similar matters. The company car and local country club membership
                are
                subject to the compensation committee’s approval, which shall not be
                unreasonably withheld.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	5.	
              ABSENCES

            


    

     

    The
      Executive shall be entitled to vacations in accordance with the Company's
      vacation policy in effect from time to time and to absences because of illness
      or other incapacity and shall also be entitled to such other absences as are
      granted to the Company's other senior executive officers or as are approved
      by
      the Board of Directors, which approval shall not be unreasonably withheld.
      

     

    
      	6.	
              TERMINATION
                

            


    

     

    The
      Executive's employment with the Company may be terminated only as follows:
      

    


    
      	 	
              A.

            	
              By
                the Company Without Cause.
                The Company may at any time terminate the Executive's employment
                without
                Cause upon sixty-(60) days prior written notice to the Executive.
                

            


    

     

    
      	 	
              B.

            	
              By
                the Executive Without Good Reason.
                The Executive may at any time terminate his employment for any reason
                upon
                thirty-(30) days written notice to the Company.


            


    

     

    
      	 	
              C.

            	
              By
                the Company For Cause.
                The
                Company may terminate the Executive’s employment for Cause. In such event,
                the Company shall give the Executive prompt written notice (in addition
                to
                any notice that may be required below) specifying in reasonable detail
                the
                basis for such termination. For purposes of this Agreement, "Cause"
                shall
                mean any of the following conduct by the Executive:
                

            


    

     

    
      	 	
              i.

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

            


    

     

    
      	 	
              ii.

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


            


    

     

    
      	 	
              iii.

            	
              Conviction
                of a felony or conviction of any crime involving moral turpitude,
                fraud or
                deceit. 

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              D.

            	
              By
                the Executive for Good Reason.
                The Executive may terminate his employment for Good Reason upon providing
                thirty (30) days written notice to the Company no later than 90 days
                after
                the Executive reasonably becomes aware of the circumstances giving
                rise to
                such Good Reason. For purposes of this Agreement, "Good Reason" means
                any
                of the following conduct of the Company, unless the Executive shall
                have
                consented thereto in writing: 

            


    

     

    
      	
            	i.	
              Material
                breach of any material provision of this Agreement by the Company,
                which
                breach shall not have been cured by the Company within thirty (30)
                days
                after Company’s receipt from the Executive or his agent of written notice
                specifying in reasonable detail the nature of the Company's breach;
                or

            


    

     

    
      	
            	ii.	
              The
                assignment to the Executive of any duties inconsistent in any material
                respect with the Executive's position including, but not limited
                to any
                diminution of the Executive's status and reporting requirements)
                authority, duties, powers or responsibilities, excluding for this
                purpose
                any action respecting the Executive that is remedied by the Company
                within
                thirty (30) days after receipt of written notice from the Executive
                to the
                Company; or

            


    

     

    
      	 	
              iii.

            	
              The
                failure of the Company to obtain the assumption in writing of its
                obligations to perform this Agreement by any successor prior to a
                merger,
                consolidation or sale as contemplated in Section 10; or
                

            


    

     

    
      	 	
              iv.

            	
              A
                reduction in the Executive's total compensation, excluding for this
                purpose any reduction that is remedied by the Company within thirty
                (30)
                days after receipt of written notice from the Executive to the Company.
                For purposes of this subsection, a reduction in the overall level
                of
                compensation of the Executive resulting from the failure to achieve
                corporate, business unit and/or individual performance goals established
                for purposes of incentive compensation for any year or other period
                shall
                not constitute a reduction in the overall level of compensation of
                the
                Executive.

            


    

     

    
      	 	
              v.

            	
              The
                relocation of the Executive’s place of employment to a site more than 75
                miles from Plano, Texas.

            


    

     

    
      	 	
              vi.

            	
              If
                the Company fails to set internal financial goals or adopt a stock
                option
                plan 

            


    

     

    
      	 	
              E.

            	
              Disability.
                In
                the event that the Executive shall be unable to perform his duties
                hereunder on a full time basis for a period of sixty (60) consecutive
                calendar days by reason of incapacity due to illness, accident, physical
                or mental disability or otherwise, then the Company may, at
                its discretion,
                terminate the Executive's employment if the Executive, within ten
                (10)
                days after receipt of written notice of termination is given (which
                may
                occur before or after the end of the entire 60 day period), shall
                not have
                returned to the performance of all of his duties on a full-time basis.
                

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	 	
              F.

            	
              Death.
                The Executive's employment shall terminate upon his death.
                

            


    

     

    
      	 	
              G.

            	
               Mutual
                Written Agreement.
                This
                Agreement and the Executive's employment with the Company may be
                terminated at any time by the mutual written agreement of the Executive
                and the Company. 

            


    

    


    
      	
              7.

            	
              COMPENSATION
                IN THE EVENT OF TERMINATION 

            


    

     

    In
      the
      event that the Executive's employment terminates prior to the expiration of
      this
      Agreement, the Company shall pay the Executive compensation and provide the
      Executive and his eligible dependents with benefits as follows: 

     

    
      	 	
              A.

            	
              Termination
                By Company Without Cause or Termination By Executive For Good
                Reason.
                In
                the event that the Executive's employment is terminated by (i) the
                Company
                without Cause or (ii) the Executive for Good Reason, then the Company
                shall continue to pay or provide, as applicable and in accordance
                with the
                Company's normal payroll practices unless otherwise specified, the
                below
                stated compensation and benefits to the Executive. The Executive's
                subsequent death or disability shall in no way affect or limit the
                Company's obligations under this Section. The Executive shall not
                be
                required to mitigate the amount of any payment provided for in this
                Section by seeking employment or otherwise.


            


    

     

    
      	
            	i.	
              The
                Annual Base Salary of the Executive for a period of one (1) year
                after
                expiration of the notice period or termination, whichever is later;
                Full
                payment of the total amount of such Annual Base Salary for such period
                shall be made in a lump sum within fifteen (15) days after Executive’s
                termination of employment;

            


    

     

    
      	 	
              ii.

            	
              The
                equity participation for the twelve (12) month period following the
                date
                on which the Executive was terminated will be granted in full as
                of the
                date of termination;

            


    

     

    
      	 	
              iii.

            	
              A
                payment equal in amount to two (2) semi-annual bonuses. This payment
                will
                be made within 15 days after Executive’s termination of employment. The
                payment shall be calculated based on the potential semi-annual bonuses
                tied to the annual sales in effect at the time of termination and
                shall be
                paid irrespective of whether the Company achieved or was on track
                to
                achieve its internal financial goals for the calendar year and/or
                whether
                a semi-annual bonus had already been paid to the Executive in the
                calendar
                year of termination. 

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
            	iv.	
              The
                long-term incentive payment for which the Executive was potentially
                eligible. This payment will be made within 15 days after Executive’s
                termination of employment. The payment shall be calculated as if
                the
                Company had achieved minimum cumulative EBITDA of [*****] dollars
                irrespective of whether the Company had achieved it or was on track
                to
                achieve it. Additionally, if on the date of termination, the Company
                has
                achieved more than [*****] dollars of cumulative EBITDA, then the
                Executive shall also receive five ($.05) cents for every EBITDA dollar
                achieved over [*****] dollars.

            


    

     

    
      	
            	v.	
              Continuing
                coverage for all purposes (including eligibility, coverage, vesting
                and
                benefit accruals, as applicable), for the salary continuation period
                described in subsection (a)(i) above, to the extent not prohibited
                by law,
                for the Executive and his eligible dependents under all of the employee
                benefit plans in effect and applicable to Executive and his eligible
                dependents as of the date of his termination. In the event that the
                Executive and/or his eligible dependents, because of the Executive's
                terminated status, cannot be covered or fully covered under any or
                all of
                such plans, the Company shall continue to provide the Executive and/or
                his
                eligible dependents with the same level of such benefits and coverage
                in
                effect prior to termination, payable from the general assets of the
                Company if necessary. Notwithstanding the foregoing, the Executive
                may
                elect (by giving written notice to the Company prior to the termination
                of
                his employment hereunder), on a benefit by benefit basis to receive
                in
                lieu of continuing coverage, cash 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 for such continuation period. The aggregate
                amount
                of cash to which the Executive is entitled pursuant to the preceding
                sentence shall be payable by the Company to the Executive within
                sixty
                (60) days after the date of the termination of Executive's employment
                hereunder; 

            


    

     

    
      	 	
              B.

            	
              Termination
                By the Company For Cause.
                In
                the event that the Company shall terminate the Executive's employment
                for
                Cause, this Agreement shall terminate and the obligations of the
                parties
                shall be as set forth in Section 8 of this Agreement.
                

            


    

     

    
      	 	
              C.

            	
              Termination
                By The Executive Without Good Reason.
                In
                the event that the Executive shall terminate employment hereunder
                other
                than for Good Reason, this Agreement shall forthwith terminate and
                the
                obligations of the parties shall be as set forth in Section 8 of
                this
                Agreement. 

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	 	
              D.

            	
              Disability.
                In
                the event that the Company elects to terminate the Executive's employment
                pursuant to Section 6(e), the Executive shall continue to receive,
                from
                the date of such termination for a period of one year, one hundred
                (100%)
                percent of the Annual Base Salary, in accordance with the payroll
                practices of the Company for senior executive officers, reduced,
                however,
                by the amount of any proceeds from Social Security and disability
                insurance policies provided by and at the expense of the Company.
                Additionally, the Executive shall receive a payment equal to both
                potential semi-annual bonuses in effect at the time for which the
                Executive was potentially eligible irrespective of whether company
                achieved its internal financial goals or was on track to achieve
                its
                internal financial goals. Full payment shall be made within fifteen
                (15)
                days after Executive’s termination of
                employment;

            


    

     

    
      	 	
              E.

            	
              Death.
                In
                the event of the death of the Executive during the term of this Agreement,
                (i) the Annual Base Salary to which the Executive is entitled shall
                be
                paid in full, within fifteen (15) days after Executive’s death, to the
                last beneficiary designated by the Executive under the Company's
                group
                life insurance policy maintained by the Company or such other written
                designation expressly provided to the Company for the purposes hereof
                or,
                failing either such designation, to his estate. The parties expressly
                understand that this payment of salary shall be in addition to any
                insurance payments paid to Executive’s survivors and/or estate under any
                insurance policies. 

            


    

     

    
      	 	
              F.

            	
              Mutual
                Written Consent.
                In
                the event that the Executive and the Company shall terminate the
                Executive'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.

            


    

     

    
      	
              8.
                

            	
              EFFECT
                OF EXPIRATION OF AGREEMENT OR TERMINATION OF EXECUTIVE’S
                EMPLOYMENT 

            


    

     

    Upon
      the
      expiration of this Agreement by its terms or the termination of the Executive's
      employment by the Company for Cause or the Executive Without Good Reason,
      neither the Company nor the Executive shall have any remaining duties or
      obligations except that: 

     

    
      	 	
              A.

            	
              The
                Company shall: 

            


    

     

    
      	
            	i.	
              Pay
                the Executive's accrued salary and any other accrued benefits through
                the
                effective date of such expiration or termination;
                

            


    

     

    
      	
            	ii.	
              Reimburse
                the Executive for expenses already actually incurred through the
                effective
                date of such expiration or
                termination;

            


    

     

    
      	
            	iii.	
              Pay
                or otherwise provide for any benefits, payments or continuation or
                conversion rights in accordance with the provisions of any employee
                benefit plan of which the Executive or any of his dependents is or
                was a
                participant or as otherwise required by law;


            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	
            	iv.	
              Pay
                the Executive and his beneficiaries any compensation and/or provide
                the
                Executive or his eligible dependents any benefits due through the
                effective date of such expiration; and


            


    

     

    
      	
            	v.	
              Continue
                to remain bound by the terms of Section 12 hereof.
                

            


    

     

    
      	 	
              B.

            	
              The
                Executive shall remain bound by the terms of Sections 9, 11 and 13.
                

            


    

    


    
      	
              9.

            	
              COVENANTS
                AS TO CONFIDENTIAL INFORMATION AND COMPETITIVE
                CONDUCT 

            


    

     

    The
      Executive acknowledges and agrees as follows: (i) this Section 9 is necessary
      for the protection of the legitimate business interests of the Company, (ii)
      the
      restrictions contained in this Section 9 with regard to geographical scope,
      length of term and types of restricted activities are Reasonable; and (iii)
      the
      Executive has received adequate and valuable new consideration for entering
      into
      this Agreement.


     

    
      	 	
              A.

            	
              Confidentiality
                of Information and Nondisclosure.
                The
                Executive 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
                Executive 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 Executive, 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:

            


    

     

    
      	
            	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
                Executive 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.

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    The
      Executive 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 Executive 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 Executive.

     

    
      	 	
              B.

            	
              Restrictive
                Covenant.
                During
                the term of, and for a period of one (1) year (the "Restrictive Period")
                after the termination of the Executive's employment other than by
                the
                Company Without Cause or by the Executive With Good Reason, the Executive
                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
                Executive'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 Executive's termination of employment hereunder without the prior
                written consent of the Board of Directors which may be withheld at
                its
                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. In the event
                the
                Executive violates any of the provisions contained in this Section,
                the
                Restrictive Period shall be increased by the period of time in which
                the
                Executive was in violation as determined by an Arbitrator or Court
                of
                competent jurisdiction. The Executive further agrees that at no time
                during the Restrictive period will the Executive 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 Executive 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 Executive of the
                provisions of this Section 9 as determined by an Arbitrator or a
                Court of
                competent jurisdiction, the Company shall be entitled, to the extent
                permitted by law, immediately to cease paying or providing the Executive
                or his dependents any compensation or benefits provided pursuant
                to
                Section 4, Section 6 or Section 7 of this Agreement as liquidated
                damages,
                and also to obtain immediate injunctive relief restraining the Executive
                from conduct in breach of the covenants contained in this Section
                9.
                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 Executive. 

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	10.	
              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 Executive and his heirs. 

     

    
      	11.	
              OWNERSHIP
                OF INTANGIBLES 

            


    

     

    All
      processes, inventions, patents, copyrights, trademarks, and other intangible
      rights that may be conceived or developed by Executive, either alone or with
      others, during the term of Executive's employment, whether or not conceived
      or
      developed during Executive'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 Executive for the Company, shall be the sole property of the
      Company. Executive shall execute all documents, including patent applications
      and assignments, required by the Company to establish the Company's rights
      under
      this Section. 

    


    
      	12.	
              INDEMNIFICATION
                BY THE COMPANY 

            


    

     

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

     

    
      	
              13.

            	
              DISCLOSURE
                OF CUSTOMER INFORMATION AND SOLICITATION OF OTHER EMPLOYEES PROHIBITED
                

            


    

     

    In
      the
      course of his employment, the Executive 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 Executive in confidence. During his
      employment by the Company and for one (1) year after termination of that
      employment, the Executive shall not directly or indirectly disclose or use
      any
      such information, except as required in the course of his employment by the
      Company. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	14.	
              RESOLUTION
                OF DIFFERENCES OVER BREACHES OF
                AGREEMENT

            


    

     

    Except
      as
      otherwise provided herein, in the event of any controversy, dispute or claim
      arising out of, or relating to, this Agreement, or the breach thereof, or
      arising out of any other matter relating to the Executive’s employment with the
      Company, the parties may seek recourse only for temporary or preliminary
      injunctive relief to the courts having jurisdiction thereof and if any relief
      other than injunctive relief is sought, the Company and the Executive agree
      that
      such underlying controversy, dispute or claim shall be settled by arbitration
      conducted in accordance with this Section 14 and the Commercial Arbitration
      Rules of thc American Arbitration Association ("AAA"). The matter shall be
      heard
      and decided, and awards rendered by a panel of three (3) arbitrators (the"
      Arbitration Panel"). the Company and the Executive shall each select one
      arbitrator from the AAA National Panel of Commercial Arbitrators (the
      "Commercial Panel") and AAA shall select a third arbitrator from the Commercial
      Panel. The award rendered by the Arbitration Panel shall be final and binding
      as
      between the parties hereto and their heirs, executors, administrators,
      successors and assigns, and judgment on the award may be entered by any court
      having jurisdiction thereof. Except as provided in Section 12 hereof, each
      party
      shall bear sole responsibility for all expenses and costs incurred by such
      party
      in connection with the resolution of any controversy, dispute or claim in
      accordance with this Section 14; provided, however, the Executive may recover
      his costs and attorneys’ fees in recovering compensation, stock and/or benefits
      to which he is entitled under this Agreement.

     

    
      	15.	
              WAIVER

            


    

     

    The
      waiver by a party hereto of any breach by the other party hereto of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      other or subsequent breach by a party hereto. 

     

    
      	16.	
              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 it has thoroughly discussed all aspects
      of
      this Agreement with his or 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. 

     

    
      	17.	
              CONSTRUCTION
                OF AGREEMENT

            


    

     

    
      	 	
              A.

            	
              Governing
                Law.
                This
                Agreement shall be governed by and construed under the laws of the
                state
                of Texas.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	 	
              B.

            	
               Severability.
                In
                the event that anyone or more of the provisions of this Agreement
                shall be
                held to be invalid, illegal or unenforceable, the validity, legality
                or
                enforceability of the remaining provisions shall not in any way be
                affected or impaired thereby. 

            


    

     

    
      	 	
              C.

            	
              Headings.
                The descriptive headings of the several paragraphs of this Agreement
                are
                inserted for convenience or reference only and shall not constitute
                a part
                of this Agreement. 

            


    

     

    
      	 	
              D.

            	
              IRC § 409A.
                Company and Executive intend that no payment under this Agreement
                shall be
                included in Executive’s income under, or be subjected to the additional
                taxes imposed by, Section 409A of the Internal Revenue Code of 1986,
                as
                amended (the “Code”). Company and Executive each acknowledge that it is
                their understanding at the time this Agreement is entered into that
                none
                of the payments of cash or property provided for in this Agreement
                constitutes nonqualified deferred compensation subject to Section
                409A of
                the Code, because all such payments qualify for the “short-term deferral”
                rule of Treas. reg. § 1.409A-1(b)(4); provided, however, that the
                employee benefit plan continuation coverage provided for in Section
                7(a)(5) and the continued payments to be made to Executive or his
                beneficiary under Sections 7(d) and (e) may be nonqualified deferred
                compensation subject to Section 409A of the Code, but these amounts
                are
                payable in accordance with a fixed schedule and on account of and
                following permissible payment events, and therefore comply with the
                requirements of Section 409A of the Code. Company agrees that if
                at any
                time, based on changes in law, regulations, official Treasury or
                IRS
                guidance, or facts and circumstances, it determines that a payment
                to be
                made to or for the benefit of Executive, or to Executive’s beneficiary,
                would be nonqualified deferred compensation under Section 409A of
                the Code
                and would violate Section 409A and be subject to inclusion in income
                and
                additional taxes under Section 409A on account of a failure to delay
                payment of such amount for six months under Section 409A(a)(2)(B)(i)
                of
                the Code, then Company shall delay making such payment for six (6)
                months,
                if it determines that such delay shall avoid the imposition of additional
                tax under Section 409A of the Code. It shall be a breach of this
                Agreement
                for Company, on account of this Section 17(d), to initiate or continue
                any
                delay in any payment otherwise due Executive or his beneficiary,
                if
                Company has not made a good faith determination, informed by the
                advice of
                competent Section 409A legal counsel, that the delay or continuation
                of
                the delay is necessary to avoid a significant risk of the imposition
                of
                additional tax under Section 409A of the Code; provided, however,
                that if
                the Company determines that an amount otherwise required to be paid
                under
                this Agreement will be subject to the same amount of taxes under
                Section
                409A of the Code, whether or not it is delayed for six months, then
                the
                Company shall have no right to delay the payment of such amount under
                this
                Section 17(d). 

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	18.	
              ENTIRE
                AGREEMENT AND INTEGRATION


            


    

     

    This
      Agreement contains the entire agreement between the parties and supersedes
      all
      prior oral and written agreements, understandings, commitments, and practices
      between the parties, including all prior employment agreements, whether or
      not
      fully performed by the Executive before the date of this Agreement. No
      amendments to this Agreement may be made except by a writing signed by both
      parties.

     

    
      	19.	
              NOTICES

            


    

     

    Any
      notice to the Company required or permitted under this Agreement shall be given
      In writing to the Company, either by personal service or by registered or
      certified mail, postage prepaid, addressed to the legal department of the
      Company at its then principal place of business. Any such notice to the
      Executive shall be given in a like manner and, if mailed, shall be addressed
      to
      his home address then shown in the Company's files. For the purpose of
      determining compliance with any time limit in this Agreement, a notice shall
      be
      deemed to have been duly given (a) on the date of service, if served personally
      on the party to whom notice is to be given, or (b) on the third business day
      after mailing, if mailed to the party to whom the notice is to be given in
      the
      manner provided in this section.

     

    
      	
              20.

            	
              SEVERABILITY
                

            


    

    


    If
      any
      provision of this Agreement is held invalid or unenforceable, the remainder
      of
      this Agreement shall nevertheless remain in full force and effect. If any
      provision is held invalid or unenforceable with respect to particular
      circumstances, it shall nevertheless remain in full force and effect in all
      other circumstances. 

     

    
      	21.	
              EXECUTION
                

            


    

     

    The
      Company                                   
      Executed on December 31, 2007. 

     

    
      	/S/:
              BYRON H. ADAMS	 


    

    By:
      Byron H. Adams

    Chairman
      of the Board of Directors of Adams Golf, Inc.


     

    The
      Executive                                   
Executed
      on December 31, 2007. 

     

    
      	/S/:
              OLIVER G. BREWER III 	 


    

    By:
      Oliver G. Brewer III

    Chief
      Executive Officer of Adams Golf, Inc.

     

    
      
         

      

      
        15