REGISTRATION AGREEMENT

     AGREEMENT made as of October 31, 1997,  between  TEARDROP GOLF COMPANY (the
"Company") and TOMMY ARMOUR GOLF COMPANY ("Holder").

     The Parties to this Agreement are Parties to an Asset Purchase Agreement of
even date herewith (the "Purchase Agreement").  In order to induce the Holder to
enter into the Purchase  Agreement,  the Company has executed this  Agreement in
connection with the  registration of securities  issued by the Company under the
Purchase Agreement.  The execution and delivery of this Agreement is a condition
to the Closing under the Purchase Agreement.

     The parties have agreed as follows:

     1. Registration Under Securities Act.

          (a) Filing of Shelf Registration Statement. The Company shall cause to
     be filed  within 75 calendar  days of the date hereof a shelf  Registration
     Statement  registering the securities on a continuous  basis on Form S-3 or
     any  successor  thereto  providing for the sale by the Holder of all of its
     Registrable  Securities  and will use its best  efforts  to have such shelf
     Registration Statement declared effective by the Commission within 120 days
     from the date hereof, except that there shall be permitted an additional 30
     days for the Company to have the Registration  Statement declared effective
     where the  regulations of the Commission  render the ability of the Company
     to satisfy the 120 day requirement impracticable.

          (b)  Expenses.  The  Company  shall pay all  Registration  Expenses in
     connection with the registration pursuant to this Agreement.

     2. Registration Procedures.

          (a) If and whenever the Company is required to effect the registration
     of the  Registrable  Securities  under the  Securities  Act as  provided in
     Section 1, the Company shall, as expeditiously as possible:

               (i) subject to Section 1,  prepare  and file with the  Commission
          the  requisite  registration  statement  to effect  such  registration
          (including such audited financial statements as may be required by the
          Securities Act or the rules and  regulations  promulgated  thereunder)
          and thereafter cause such registration  statement to become and remain
          effective,  provided  however,  that before  filing such  registration
          statement or any amendments  thereto,  the Company will furnish to the
          Holder  copies  of all such  documents  proposed  to be  filed,  which
          documents  will be subject to its review in  accordance  with  Section
          2(b);


<PAGE>

               (ii) prepare and file with the  Commission  such  amendments  and
          supplements to such registration  statement and the prospectus used in
          connection  therewith as may be  necessary  to keep such  registration
          statement   effective  and  to  comply  with  the  provisions  of  the
          Securities  Act with  respect  to the  disposition  of all  securities
          covered by such registration  statement until such time as all of such
          Registrable  Securities  have been disposed of in accordance  with the
          intended  methods  of  disposition  by the  Holder  set  forth in such
          registration statement;

               (iii)  furnish  to the  Holder (or  underwriter,  if any,  of the
          securities  being sold by the Holder) such number of conformed  copies
          of  such  registration  statement  and  of  each  such  amendment  and
          supplement thereto (in each case including all exhibits),  such number
          of copies of the prospectus  contained in such registration  statement
          (including each preliminary prospectus and any summary prospectus) and
          any other prospectus filed under Rule 424 under the Securities Act, in
          conformity with the requirements of the Securities Act, and such other
          documents  as,  the  Holder  (and each such  underwriter,  if any) may
          reasonably  request in order to  facilitate  the public  sale or other
          disposition of the Registrable Securities;

               (iv) use its best efforts to register or qualify all  Registrable
          Securities and other securities covered by such registration statement
          under   such  other   securities   laws  or  blue  sky  laws  of  such
          jurisdictions  as the Holder (and any  underwriter of the  Registrable
          Securities  being  sold)  shall  reasonably   request,  to  keep  such
          registrations  or  qualifications  in  effect  for  so  long  as  such
          registration  statement  remains in effect,  and take any other action
          which  may be  necessary  or  advisable  to  enable  the  Holder  (and
          underwriter,   if  any)  to  consummate   the   disposition   in  such
          jurisdictions  of the Registrable  Securities  except that the Company
          shall not for any such purpose be required to qualify  generally to do
          business as a foreign corporation in any jurisdiction wherein it would
          not but for the  requirements of this subdivision (iv) be obligated to
          be so  qualified  or to consent  to general  service of process in any
          such jurisdiction;

               (v) use its best  efforts  to cause  all  Registrable  Securities
          covered  by  such  registration  statement  to be  registered  with or
          approved by such other governmental  agencies or authorities as may be
          necessary to enable the Holder to consummate  the  disposition of such
          Registrable Securities;

               (vi) furnish to the Holder a signed counterpart, addressed to the
          Holder (and the underwriters, if any), of:

                    (A) an  opinion  of  counsel  for  the  Company,  dated  the
               effective  date  of  such  registration  statement  (or,  if such
               registration includes an underwritten public offering, an opinion
               dated the date of the closing under the  underwriting  agreement)
               reasonably satisfactory in form and substance to the Holder, and


                                       -2-

<PAGE>

                    (B) in the event of an  underwritten  offering,  a "comfort"
               letter,  dated the effective date of such registration  statement
               (and  if  such  registration   includes  an  underwritten  public
               offering,  a letter  dated  the  date of the  closing  under  the
               underwriting   agreement),   signed  by  the  independent  public
               accountants who have certified the Company's financial statements
               included in such registration  statement,  covering substantially
               the same matters with respect to such registration statement (and
               the  prospectus  included  therein)  and,  in  the  case  of  the
               accountants'  letter,  with respect to events  subsequent  to the
               date of such financial statements,

as are customarily  covered in opinions of issuer's  counsel and in accountants'
letters  delivered  and in the  case  of the  accountants'  letter,  such  other
financial  matters,  and,  in the case of the legal  opinion,  such other  legal
matters, as the Holder may reasonably request;

               (vii)  notify  the  Holder  (and  the  managing   underwriter  or
          underwriters,  if any)  promptly  and  confirm  such advice in writing
          promptly thereafter:

                    (A) when the registration  statement,  the prospectus or any
               prospectus supplement related thereto or post-effective amendment
               to the registration  statement has been filed,  and, with respect
               to the  registration  statement or any  post-effective  amendment
               thereto, when the same has become effective:

                    (B) of any  request  by the  Commission  for  amendments  or
               supplements  to the  registration  statement or the prospectus or
               for additional information;

                    (C) of the  issuance  by the  Commission  of any stop  order
               suspending the effectiveness of the registration statement or the
               initiation of any proceedings by any Person for that purpose;

                    (D) if at any time the representations and warranties of the
               Company cease to be true and correct;

                    (E) of the receipt by the Company of any  notification  with
               respect to the suspension of the qualification of any Registrable
               Securities  for sale under the securities or blue sky laws of any
               jurisdiction  or the  initiation or threat of any  proceeding for
               such purpose;

               (viii) notify the Holder, at any time when a prospectus  relating
          thereto is required to be delivered  under the  Securities  Act,  upon
          discovery  that,  or upon the  happening  of any  event as a result of
          which, the prospectus included in such registration statement, as then
          in effect, includes an untrue statement of a material fact or omits to
          state any material fact required to be stated  therein or necessary to
          make  the  statements  therein  not  misleading  in the  light  of the
          circumstances


                                       -3-

<PAGE>

          then existing,  and at the request of the Holder promptly  prepare and
          furnish  to the Holder  (and each  underwriter,  if any) a  reasonable
          number of copies of a supplement to or an amendment of such prospectus
          as may be necessary so that, as thereafter delivered to the purchasers
          of such  securities,  such  prospectus  shall  not  include  an untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the  statements  therein not
          misleading in the light of the circumstances then existing;

               (ix) make every reasonable effort to obtain the withdrawal of any
          order suspending the  effectiveness  of the registration  statement at
          the earliest possible moment;

               (x) otherwise use its best efforts to comply with all  applicable
          rules and  regulations  of the  Commission,  and make available to its
          security  holders,  as soon as  reasonably  practicable,  an  earnings
          statement  covering the period of at least twelve months, but not more
          than eighteen  months,  beginning  with the first day of the Company's
          first  full  calendar   month  after  the   effective   date  of  such
          registration  statement,  which earnings  statement  shall satisfy the
          provisions  of  Section  11(a)  of the  Securities  Act and  Rule  158
          thereunder, and will furnish to the Holder at least five business days
          prior to the filing  thereof a copy of any  amendment or supplement to
          such  registration  statement  or  prospectus  and  shall not file any
          thereof to which the  Holder  shall have  reasonably  objected  on the
          grounds  that such  amendment  or  supplement  does not  comply in all
          material  respects with the  requirements  of the Securities Act or of
          the rules or regulations thereunder;

               (xi) make available for inspection by the Holder, any underwriter
          participating   in  any  disposition   pursuant  to  the  registration
          statement  and any  attorney or  accountant  retained by the Holder or
          such  underwriter  (each,  an  "Inspector"),  all  financial and other
          records,  pertinent  corporate documents and properties of the Company
          (the  "Records"),  and cause the  Company's  officers,  directors  and
          employees to supply all information  reasonably  requested by any such
          Inspector in connection  with such  registration  in order to permit a
          reasonable  investigation  within  the  meaning  of  Section 11 of the
          Securities Act;

               (xii)  provide and cause to be  maintained  a transfer  agent and
          registrar for all Registrable  Securities covered by such registration
          statement  from and after a date not later than the effective  date of
          such registration statement;

               (xiii) enter into such  agreements and take such other actions as
          the Holder shall reasonably request in order to expedite or facilitate
          the disposition of such Registrable Securities;


                                       -4-

<PAGE>

               (xiv) use its best  efforts  to list all  Registrable  Securities
          covered by such registration  statement on any securities  exchange on
          which  any of the  securities  of the same  class  as the  Registrable
          Securities are then listed; and

               (xv) use its best  efforts  to  provide  a CUSIP  number  for the
          Registrable  Securities,  not  later  than the  effective  date of the
          registration statement.

          (b) The Company will not file any registration  statement or amendment
     hereto  or  any  prospectus  or  any  supplement  thereto  (including  such
     documents  incorporated  by  reference  and  proposed to be filed after the
     initial filing of the  registration  statement) to which the Holder (or the
     underwriter or underwriters,  if any) shall reasonably  object.  The Holder
     agrees that,  upon receipt of any notice from the Company of the occurrence
     of any event of the kind described in  subdivision  (viii) of this Section,
     the Holder will forthwith discontinue disposition of Registrable Securities
     pursuant  to  the  registration  statement  relating  to  such  Registrable
     Securities  until the Holder's receipt of the copies of the supplemented or
     amended prospectus contemplated by subdivision (viii) of this Section.

     3. Indemnification by the Company.

          (a) General Rights.

               (i) In the event of any  registration  of any  securities  of the
          Company under the  Securities  Act, the Company will,  and hereby does
          agree to,  indemnify and hold harmless in the case of any registration
          statement of the Company, the Holder and any underwriter including the
          respective directors, officers, agents and controlling persons (within
          the meaning of Section 15 of the  Securities Act and Section 20 of the
          Exchange  Act),  if any,  of each of the Holder and such  underwriters
          against any losses, claims, damages,  liabilities or expense, joint or
          several,  to  which  the  Holder  (or  any  underwriter)  or any  such
          director,  officer,  agent or  controlling  person may become  subject
          under the Securities Act or otherwise, insofar as such losses, claims,
          damages,  liabilities or expenses (or actions or proceedings,  whether
          commenced or  threatened,  in respect  thereof)  arise out of or based
          upon any untrue  statement or alleged untrue statement of any material
          fact contained in any  registration  statement under which  securities
          were registered under the Securities Act, any preliminary  prospectus,
          final  prospectus  or summary  prospectus  contained  therein,  or any
          amendment or supplement  thereto,  or any omission or alleged omission
          to state  therein a material  fact  required  to be stated  therein or
          necessary  to make the  statements  therein  not  misleading,  and the
          Company will reimburse the Holder (or any  underwriter)  and each such
          director,  officer,  agent and controlling person for any legal or any
          other  expenses   reasonably  incurred  by  them  in  connection  with
          investigating or defending any such loss,  claim,  damage,  liability,
          action or proceeding, provided that the Company shall not be liable in
          such case to the extent that any such loss, claim,  damage,  liability
          (or action or proceeding in respect thereof) or expense

                                                                               
                                       -5-

<PAGE>

          arises out of or is based upon an untrue  statement or alleged  untrue
          statement or omission or alleged  omission  made in such  registration
          statement, any such preliminary prospectus, final prospectus,  summary
          prospectus,  amendment or supplement  exclusively in reliance upon and
          in conformity  with  information  furnished to the Company  through an
          instrument duly executed by the Holder,  specifically  stating that it
          is for use in the preparation thereof.  Such indemnity shall remain in
          full force and effect  regardless of any  investigation  made by or on
          behalf of the Holder (or  underwriter,  if any) or any such  director,
          officer, agent or controlling person and shall survive the transfer of
          such securities by the Holder.

               (ii) The Holder will, and hereby does agree to indemnify and hold
          harmless  the  Company  and  the  directors,   officers,   agents  and
          controlling  persons,  if any,  of the  Company  against  any  losses,
          claims,  damages,  liabilities or expense to which the Company and the
          directors,  officers,  agents and controlling  persons, if any, of the
          Company may become  subject under the  Securities  Act insofar as such
          losses,  claims,  damages,  liabilities or expense arise out of or are
          based upon any untrue  statement  or alleged  untrue  statement of any
          material fact contained in any registration  statement under which the
          Registrable  Securities were registered  under the Securities Act, any
          preliminary   prospectus,   final  prospectus  or  summary  prospectus
          contained  therein,  or any  amendment or supplement  thereto,  or any
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the  statements  therein not
          misleading,  in each case to the extent (and only to the extent)  that
          such loss,  claim,  damage,  liability or expense  occurs in exclusive
          reliance upon and in conformity with written information  furnished by
          such Holder  expressly for use in connection  with such  registration;
          provided that the Holder shall be liable under this paragraph for only
          that amount of losses, claims, damages, liabilities or expense as does
          not  exceed  the  proceeds  to such  Holder as a result of the sale of
          Registrable  Securities pursuant to such registration.  Such indemnity
          shall remain in full force and effect  regardless of any investigation
          made by or on behalf of the  Company  or any such  director,  officer,
          agent or controlling person.

          (b) Notices of Claims,  etc.  Promptly after receipt by an indemnified
     party of notice of the commencement of any action or proceeding involving a
     claim  referred to in the  preceding  subdivisions  of this  Section,  such
     indemnified party will, if a claim in respect thereof is to be made against
     an  indemnifying   party,   give  written  notice  to  the  latter  of  the
     commencement  of such action,  provided that the failure of any indemnified
     party to give notice as provided herein shall not relieve the  indemnifying
     party of its obligations under the preceding  subdivisions of this Section,
     except to the extent that the indemnifying party is actually  prejudiced in
     a material  manner by such failure to give notice.  In case any such action
     is brought against an indemnified party, unless in such indemnified party's
     reasonable  judgment a conflict of interest  between such  indemnified  and
     indemnifying  parties may exist in respect of such claim,  the indemnifying
     party  shall be  entitled  to  participate  in and to  assume  the  defense
     thereof, jointly with any other

                                                                                
                                       -6-

<PAGE>

     indemnifying party similarly notified,  to the extent that the indemnifying
     party may wish, with counsel  reasonably  satisfactory to such  indemnified
     party,  and after notice from the  indemnifying  party to such  indemnified
     party of its election so to assume the defense  thereof,  the  indemnifying
     party shall not be liable to such indemnified  party for any legal or other
     expenses subsequently incurred by the latter in connection with the defense
     thereof other than reasonable costs of investigation. No indemnifying party
     shall,  without the consent of the indemnified  party,  consent to entry of
     any judgment or enter into any settlement of any such action which does not
     include as an  unconditional  term  thereof  the giving by the  claimant or
     plaintiff to such indemnified  party of a release from all liability,  or a
     covenant not to sue, in respect to such claim or litigation. No indemnified
     party shall  consent to entry of any judgment or enter into any  settlement
     of any such action the defense of which has been assumed by an indemnifying
     party without the consent of such indemnifying party.

          (c) Other Indemnification.  Indemnification  similar to that specified
     in  the  preceding   subdivisions   of  this  Section   (with   appropriate
     modifications) shall be given by the Company and the Holder with respect to
     any required  registration or other  qualification  of securities under any
     Federal or state law or regulation  of any  governmental  authority,  other
     than the Securities Act.

          (d) Indemnification  Payments.  The  indemnification  required by this
     Section shall be made by periodic payments of the amount thereof during the
     course of the  investigation or defense,  as and when bills are received or
     expense, loss, damage or liability is incurred.

          (e) Contribution. If the indemnification provided for in the preceding
     subdivisions  of this Section is  unavailable  to an  indemnified  party in
     respect  of any loss,  claim,  damage,  liability  or expense  referred  to
     therein,  then  each  indemnifying  party,  in  lieu of  indemnifying  such
     indemnified  party,  shall contribute to the amount paid or payable by such
     indemnified  party as a result of such loss,  claim,  damage,  liability or
     expense (i) in such  proportion as is  appropriate  to reflect the relative
     benefits  received  by the  Company  on the  one  hand  and the  Holder  or
     underwriter,  as the case may be, on the other from the distribution of the
     Registrable  Securities  or (ii) if the  allocation  provided by clause (i)
     above  is not  permitted  by  applicable  law,  in  such  proportion  as is
     appropriate to reflect not only the relative benefits referred to in clause
     (i) above but also the relative fault of the Company on the one hand and of
     the Holder or  underwriter,  as the case may be, on the other in connection
     with the  statements  or  omissions  which  resulted  in such loss,  claim,
     damage,  liability  or  expense,  as well as any other  relevant  equitable
     considerations.  The  relative  fault of the Company on the one hand and of
     the  Holder  or  underwriter,  as the case may be,  on the  other  shall be
     determined  by  reference  to,  among other  things,  whether the untrue or
     alleged untrue statement of a material fact or omission to state a material
     fact relates to  information  supplied by the Company,  by the Holder or by
     the  underwriter and the parties'  relative  intent,  knowledge,  access to
     information  and  opportunity  to  correct  or prevent  such  statement  or
     omission,  provided that the  foregoing  contribution  agreement  shall not
     inure to the benefit of any indemnified

                                                                                
                                       -7-

<PAGE>

     party if indemnification  would be unavailable to such indemnified party by
     reason of the provisions contained in the first sentence of subdivision (a)
     of this Section and in no event shall the  obligation  of any  indemnifying
     party to contribute  under this subdivision (e) exceed the amount that such
     indemnifying   party   would  have  been   obligated   to  pay  by  way  of
     indemnification if the indemnification  provided for under subdivisions (a)
     or  (b) of  this  Section  had  been  available  under  the  circumstances.
     Notwithstanding  the provisions of this subdivision (e), neither the Holder
     nor the underwriter shall be required to contribute any amount in excess of
     the  amount  by  which  (i) in the  case of the  Holder,  the net  proceeds
     received by the Holder from the sale of  Registrable  Securities or (ii) in
     the case of an  underwriter,  the  total  price at  which  the  Registrable
     Securities  purchased by it and  distributed  to the public were offered by
     the public exceeds, in either such case, the amount of any damages that the
     Holder or underwriter  has otherwise been required to pay by reason of such
     untrue or  alleged  untrue  statement  or  omission.  No  Person  guilty of
     fraudulent   misrepresentation  (within  the  meaning  of  Section  11  the
     Securities Act) shall be entitled to  contribution  from any person who was
     not guilty of such fraudulent misrepresentation.

     4. Definitions.

          (a) The term  "Registrable  Securities"  means  (i) the  Common  Stock
     issued to Sellers pursuant to the Purchase Agreement, (ii) the common stock
     issued or issuable upon conversion of the Preferred Stock originally issued
     to Sellers pursuant to the Purchase Agreement and (iii) the Preferred Stock
     and any  securities  issued or  issuable  with  respect  to the  securities
     referred  to in clause  (i),  (ii) or (iii) or with  respect to  securities
     which previously became Registrable  Securities  pursuant to this clause by
     way of a stock dividend or stock split or in connection  with a combination
     of shares, recapitalization, merger, consolidation or other reorganization.
     As to any particular  Registrable  Securities,  once issued such securities
     shall cease to be Registrable  Securities when (a) a registration statement
     with  respect to the sale of such  securities  shall have become  effective
     under the Securities Act and such securities shall have been disposed of in
     accordance with such registration statement, (b) such securities shall have
     been  distributed  to the  public  pursuant  to Rule 144 (or any  successor
     provision)  under the Securities Act, (c) such  securities  shall have been
     otherwise  transferred,  new certificates for such securities not bearing a
     legend  restricting  further  transfer  shall  have been  delivered  by the
     Company and  subsequent  disposition of such  securities  shall not require
     registration or  qualification  of such securities under the Securities Act
     or any similar state law then in force, or (d) such  securities  shall have
     ceased to be outstanding.

          (b) The term  "Registration  Expenses" means all expenses  incident to
     the Company's performance of or compliance with this Agreement,  including,
     without  limitation,  all  registration,  filing and NASD  fees,  all stock
     exchange  listing fees, all fees and expenses of complying with  securities
     or blue sky laws, all word processing,  duplicating and printing  expenses,
     messenger and delivery expenses,  the fees and disbursements of counsel for
     the  Company  and of its  independent  public  accountants,  including  the
     expenses of any special audits or "cold comfort" letters required by or

                                                                                
                                       -8-

<PAGE>

     incident to such  performance and  compliance,  premiums and other costs of
     policies  of  insurance  against  liabilities  arising  out of  the  public
     offering of the Registrable  Securities  being  registered and any fees and
     disbursements  of  underwriters  customarily  paid by issuers or sellers of
     securities,  but  excluding  underwriting  discounts  and  commissions  and
     transfer taxes, if any, relating to the sale or disposition of the Holder's
     Registrable  Securities  pursuant  to  the  shelf  Registration  Statement,
     provided that, in any case where Registration  Expenses are not to be borne
     by the Company,  such expenses shall not include  salaries of the Company's
     personnel or general  overhead  expenses of the Company,  premiums or other
     expenses  relating to liability  insurance  required by underwriters of the
     Company or other expenses for the  preparation  of financial  statements or
     other data normally  prepared by the Company in the ordinary  course of its
     business or which the Company would have incurred in any event.

          (c) For  purposes of this  Agreement,  a Person will be deemed to be a
     holder of  Registrable  Securities  whenever  such  Person has the right to
     acquire such  Registrable  Securities  (by  conversion  or  otherwise,  but
     disregarding  any legal or other  restrictions  upon the  exercise  of such
     right), whether or not such acquisition has actually been effected.

          (d) Unless otherwise stated,  other capitalized terms contained herein
     have the meanings set forth in the Purchase Agreement.

     5. Certain Rights of the Holder.

     The Company will not file any  registration  statement under the Securities
Act,  unless it shall  first  have given to the  Holder,  at least 30 days prior
written notice thereof. If any such registration  statement refers to the Holder
by name or otherwise as the holder of any  securities  of the Company,  then the
Holder  shall  have the  right  within  such 30 day  period to  require  (a) the
insertion therein of language, in form and substance  satisfactory to the Holder
to the  effect  that the  holding  by the  Holder  of such  securities  does not
necessarily  make the Holder a  "controlling  person" of the Company  within the
meaning of the Securities Act and is not to be construed as a recommendation  by
the Holder of the investment  quality of the Company's debt or equity securities
covered thereby and that the Holder will assist in meeting any future  financial
requirements  of the  Company  or (b) in the event  that such  reference  to the
Holder by name or otherwise is not required by the  Securities  Act or any rules
and  regulations  promulgated  thereunder,  the deletion of the reference to the
Holder.  If the Holder does not respond  within such 30 day period,  the Company
may proceed with the filing.

     6. Miscellaneous.

          (a) No Inconsistent  Agreements.  The Company will not hereafter enter
     into any agreement  with respect to its  securities  which is  inconsistent
     with the rights  granted to the holders of  Registrable  Securities in this
     Agreement.

                                                                                
                                       -9-

<PAGE>

          (b) Adjustments Affecting Registrable Securities. The Company will not
     take any  action,  or  permit  any  change to occur,  with  respect  to its
     securities  which  would  adversely  affect the  ability of the  Holders to
     include  Registrable  Securities  in a  registration  statement  undertaken
     pursuant to this Agreement or which would  adversely  affect the ability of
     the Holder to sell such  Registrable  Securities  in any such  registration
     (including, without limitation, effecting a stock split or a combination of
     shares).

          (c) Amendments and Waivers.  Except as otherwise  provided herein, the
     provisions  of this  Agreement  may be amended and the Company may take any
     action herein prohibited,  or omit to perform any act herein required to be
     performed  by it,  if and only if the  Company  has  obtained  the  written
     consent  of the  Holder  or, if such  securities  are held by more than one
     holder and where such  amendment  would not adversely  affect the rights of
     any holder by written  consent of a majority in  interest of the  Preferred
     Stock.

          (d)  Successors  and Assigns.  All  covenants  and  agreements in this
     Agreement by or on behalf of any of the parties  hereto will bind and inure
     to the  benefit of the  respective  successors  and  assigns of the parties
     hereto whether so expressed or not. In addition, whether or not any express
     assignment has been made,  the  provisions of this Agreement  which are for
     the benefit of purchasers or holders of Registrable Securities are also for
     the benefit of, and  enforceable  by, any subsequent  holder of Registrable
     Securities.

          (e)  Jurisdiction  and Governing  Law. The Company and the Holder each
     hereby consent to personal  jurisdiction in any action brought with respect
     to  this  Agreement  and the  transactions  contemplated  hereunder  in any
     federal or state court within the State of Delaware.  This Agreement  shall
     be governed by and  construed  in  accordance  with the law of the State of
     Delaware without giving effect to conflicts of law principles thereof.

          (f) Construction. Section headings of this Agreement are for reference
     purposes  only  and  are to be  given  no  effect  in the  construction  or
     interpretation of this Agreement.

          (g) Severability.  In the event that any provision hereof would, under
     applicable  law, be invalid or enforceable  in any respect,  such provision
     shall be  construed  by  modifying  or  limiting  it so as to be valid  and
     enforceable to the maximum extent  compatible with, and permissible  under,
     applicable law. The invalidity or unenforceability of any provision of this
     Agreement  shall not affect the  validity  or  enforceability  of any other
     provision of this Agreement which shall remain in full force and effect.

          (h)  Joint  Agreement.  The  provisions  of this  Agreement  and  each
     document  delivered  pursuant hereto shall be deemed to be the joint effort
     of each of the parties

                                                                                
                                      -10-

<PAGE>

     hereto and shall not be construed more severely or strictly against any one
     or more parties.

          (i)  Notices.  Except as  otherwise  provided in this  Agreement,  all
     notices, requests and other communications shall be in writing and shall be
     given to the  Holder  addressed  to it in the manner set forth in the Stock
     Purchase  Agreement  or at such  other  address  as the  Holder  shall have
     furnished to the Company in writing,  and to the Company,  to the attention
     of its  President,  or at such other  address,  or to the attention of such
     other officer, as the Company shall have furnished to the Holder. Each such
     notice,  request or other  communication shall be effective (i) if given by
     mail,  72 hours after such  communication  is  deposited  in the mails with
     first class postage prepaid, addressed as aforesaid or (ii) if given by any
     other means (including, without limitation, by air courier), when delivered
     at the address specified above,  provided that any such notice,  request or
     communication shall not be effective until received.

          (j)  Counterparts.  This Agreement may be executed  simultaneously  in
     counterparts,  each of which  shall be  deemed  an  original,  but all such
     counterparts shall together constitute one and the same instrument.

          (k) No Inconsistent  Agreements.  The Company has not entered into nor
     will the  Company  on or after the date of this  Agreement  enter  into any
     agreement  which is  inconsistent  with the rights granted to the Holder in
     this Agreement or which otherwise conflicts with the provisions hereof. The
     rights granted to the Holder  hereunder do not in any way conflict with and
     are  not  inconsistent  with  the  rights  granted  to the  holders  of the
     Company's other issued and outstanding securities under any agreements. The
     Company will not grant any registration  rights under the Securities Act or
     any state securities laws without the prior written consent of the Holder.

          (l) Specific  Performance.  The parties hereto  acknowledge that there
     would be no adequate remedy at law if any party fails to perform any of its
     obligations  hereunder,  and accordingly agree that each party, in addition
     to any other remedy to which it may be entitled at law or in equity,  shall
     be entitled to compel specific  performance of the obligations of any other
     party under this  Agreement in accordance  with the terms and conditions of
     this  Agreement  in any court of the  United  States  or any State  thereof
     having  jurisdiction.  Any remedy hereunder is subject to certain equitable
     defenses and to the  discretion  of the court before which any  proceedings
     therefor may be brought.

          (m) Entire  Agreement.  This Agreement  embodies the entire  agreement
     between the parties  and  understanding  between the Company and the Holder
     relating to the subject matter hereof and  supersedes all prior  agreements
     and understandings relating to such subject matter.


                                      -11-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                                          TEARDROP GOLF COMPANY

                                          By:________________________________
                                          Title:_____________________________


                                          TOMMY ARMOUR GOLF COMPANY

                                          By:________________________________
                                          Title:_____________________________

                                                                            
                                      -12-