**EXHIBIT 10.3.9**

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***PORTIONS OF THIS EXHIBIT MARKED BYBRACKETS (“[***]”) OR OTHERWISE INDICATED HAVE BEEN OMITTED PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT.  THEOMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION.***

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**AMENDMENT NO. 1 TO LICENSEAGREEMENT**

 

        ThisAmendment No. 1 to License Agreement (this “Amendment”), effective as ofthe date of the last signature (the “Amendment Effective Date”), amends thatcertain License Agreement dated May 27, 2008 (the “Agreement”) betweenCallaway Golf Company (“Callaway Golf’) and Sport Haley, Inc. (“Licensee”).Callaway Golf and Licensee are sometimes hereinafter together referred to asthe “Parties”.

 

        TheParties desire to amend the Agreement to (1) amend Section 1.1 concerningexclusivity; (2) amend Section 1.9 concerning sole dealings; (3) amendthe Term; (4) add TOUR EDITION as a Licensed Trademark; and (5) adjustMinimum Annual Royalties. Therefore, for good and valuable consideration,receipt of which is acknowledged, the Parties agree as follows:

 

        1.         Amendment Concerning Exclusivity.Section 1.1 of the Agreement is amended by deleting it in its entirety andreplacing it with the following:

 

        “1.1     Grant of Non-Exclusive License. Forthe term of this Agreement and subject to the other terms and conditions ofthis Agreement, Callaway Golf hereby grants to Licensee a non-exclusive in theTerritory (hereafter defined), non-transferable, non-assignable, terminable (inaccordance with the terms of this Agreement), royalty-bearing right and licenseto use the Licensed Trademarks (hereafter defined) solely in connection withdeveloping, manufacturing, marketing and distributing the Licensed Products(hereafter defined) only in the Authorized Distribution Channels (hereafter defined)throughout the Territory. Callaway Golf reserves the right to use and/orlicense others to use the Licensed Trademarks in the Territory on any productsincluding, without limitation, any products listed as Licensed Products herein.Callaway Golf represents and warrants that it has the full rights, ownershipand power to grant a non-exclusive license to Licensee to use the LicensedTrademarks and to develop, manufacture, market and distribute the LicensedProducts in the Territory.”

 

        Inaddition to the above, nothing in the Agreement including, without limitation,use of the term “Exclusive Products” anywhere in the Agreement or any Exhibits,shall be construed to grant Licensee an exclusive license or any exclusiverights with respect to the Licensed Trademarks from and after the AmendmentEffective Date, it being understood and agreed that the Agreement and Licensee’slicense and rights under it shall be and remain non-exclusive for the durationof the Term.

 

        2.         Amendment Concerning Sole Dealings.Section 1.9 of the Agreement is amended by deleting it in its entirety andreplacing it with the following:

 

        “1.9     Sole Dealings. Subject to theprovisions of Section 4.2 hereof, Licensee agrees that it will not enterinto any agreement or arrangement with any competitors of Callaway Golf todevelop, market, and/or sell Golf-Related Products bearing the marks ofLicensee and a competitor without the prior written consent of Callaway Golf ineach instance.”

 

        3.         Amendment to Term. Section 8.1of the Agreement is amended by deleting it in its entirety and replacing itwith the following:

 

        “8.1     Term. Unless sooner terminated inaccordance with the terms of this Agreement, this Agreement shall commence onthe Effective Date and shall continue in effect until December 31, 2013(the “Term”).  Upon expiration of theTerm, this Agreement shall expire. Notwithstanding the foregoing, Callaway Golfshall have the right, at any time, for any reason, or for no reason whatsoever,to sooner terminate this Agreement by giving Licensee sixty (60) days advancewritten notice to that effect. The parties acknowledge that upon termination orexpiration of this Agreement (whether prior to, or upon expiration of, theTerm, or at any other time), Callaway Golf shall have no obligation toreimburse or otherwise pay Licensee any amount in connection with, or as aresult of, such termination or expiration.”

 

*** CONFIDENTIALTREATMENT REQUESTED ***

 

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        4.         Addition of Licensed Trademark. Exhibit Bof the Agreement is amended by adding TOUR EDITION as a Licensed Trademark.

 

        5.         Adjustment to Minimum AnnualRoyalties. Exhibit F of the Agreement is amended by deleting it in itsentirety and replacing it with the following:

 
| **Period** | ** ** | **Minimum  Annual  Royalties (US$)** |
|------------|------------|--------------------------------------|
| 2008       |       | $                                    | [***] |
| 2009       |       | $                                    | [***] |
| 2010       |       | $                                    | [***] |
| 2011       |       | $                                    | [***] |
| 2012       |       | $                                    | [***] |
| 2013       |       | $                                    | [***] |

 

 

        6.         Miscellaneous. All terms andconditions of the Agreement that have not been amended by this Amendment shallremain unchanged and shall continue in full force and effect. All initiallycapitalized terms used, but not defined, in this Amendment, have the meaningsassigned to them in the Agreement.

 

        INWITNESS WHEREOF, the Parties have caused this Amendment to be signed on thedates indicated below, to be effective as of the Amendment Effective Date.

 
| SPORT HALEY, INC.                     |                 | CALLAWAY GOLF COMPANY               |   |
|---------------------------------------|----------------------|-------------------------------------|--------|
|                                  |                 |                                |   | LEGAL |   |
|                                  |                 |                                |   | /s/paa |   |
|                                  |                 |                                |   |   |   |
|                                  |                 |                                |   |   |
| By:                                   | /s/ Donald W. Jewell |                                | By:    | /s/ Steven C. McCracken |
| Donald W. Jewell                      |                 | Steven C. McCracken                 |   |
| President and Chief Executive Officer |                 | Senior Executive Vice President and |   |
|                                  |                 | Chief Administrative Officer        |   |
|                                  |                 |                                |   |
| Date Signed: February 17, 2009   |                 | Date Signed: February 18, 2009 |   |
|                                       |                      |                                     |        |  |  |  |

 

*** CONFIDENTIAL TREATMENT REQUESTED ***

 

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