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                                                                Exhibit 10(z)(6)

                               DATED JULY 6, 2004
                               ------------------

                                 ASHWORTH, INC.

                                  AS MORTGAGOR

                                       AND

                         UNION BANK OF CALIFORNIA, N.A.

                               AS SECURITY TRUSTEE

             -------------------------------------------------------

                             EQUITABLE MORTGAGE OVER
                                   SECURITIES

             -------------------------------------------------------

                              BARLOW LYDE & GILBERT

              Beaufort House 15 St Botolph Street London EC3A 7NJ
             Telephone +44 101 20 7247 277 Fax +44 101 20 7643 8504
                   Website H-vvw.blg.co.uk DK 155 London CDE

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                                    CONTENTS

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CLAUSE                                                                              PAGE
<S>                                                                                 <C>
1     INTERPRETATION...........................................................       1

2     CHARGING PROVISIONS......................................................       4

3     PAYMENT OF THE SECURED OBLIGATIONS.......................................       4

4     REPRESENTATIONS AND WARRANTIES...........................................       4

5     COVENANTS................................................................       5

6     ENFORCEMENT..............................................................       9

7     VARIATION AND EXTENSION OF STATUTORY POWERS..............................      10

8     CONTINUING SECURITY......................................................      11

9     FURTHER ASSURANCE AND POWER OF ATTORNEY..................................      12

10    RELEASE OF INVESTMENTS...................................................      13

11    INDEMNITIES..............................................................      13

12    NO WAIVER................................................................      14

13    PAYMENTS AND DISCHARGE...................................................      14

14    CURRENCY.................................................................      15

15    NOTICES..................................................................      16

16    SET-OFF..................................................................      16

17    TRUSTEE PROVISIONS.......................................................      16

18    COUNTERPARTS.............................................................      22

19    LAW AND JURISDICTION.....................................................      22

SCHEDULE

1     THE SECURITIES...........................................................      25

2     FORM OF NOMINEE UNDERTAKING..............................................      26
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THIS DEED is made on July 6, 2004

BETWEEN:

(1)   ASHWORTH, INC., a Delaware corporation, with offices at 2765 Loker Avenue
      West, Carlsbad, CA 92008, USA (the "MORTGAGOR"); and

(2)   UNION BANK OF CALIFORNIA, N.A. acting through its office at 530 B Street,
      4th Floor, San Diego, CA 92101-4407, Mail Code S-420 in its capacity as
      security trustee for the Beneficiaries (the "SECURITY TRUSTEE").

WITNESSES as follows:

1           INTERPRETATION

1.1         DEFINITIONS

            Throughout this Deed, including the Schedules, the following words
            and phrases shall have the following meanings:

            ACT: the Law of Property Act 1925;

            AGREEMENT: the revolving/term loan credit agreement dated on or
            about the date of this Deed made between (1) the Mortgagor (2) the
            Administrative Agent and (3) the other Lenders Party thereto whereby
            it was agreed that there should be made available to the Mortgagor a
            revolving credit facility of up to fifty-five million US dollars (US
            $55,000,000) upon the terms and conditions contained in it;

            BENEFICIARIES: the Administrative Agent, the Agent, the Lenders,
            Union Bank of California and the Security Trustee and "BENEFICIARY"
            means any one of them;

            DERIVATIVE ASSETS: all assets deriving from any of the Securities
            including all allotments, accretions, offers, rights, dividends,
            interest, income, benefits and advantages whatsoever at any time
            accruing, offered or arising in respect of or incidental to any of
            the Securities and all stocks, shares, rights, money or property
            accruing or offered at any time by way of conversion, redemption,
            bonus, preference, exchange, purchase, substitution, option,
            interest or otherwise in respect thereof;

            EXPENSES: all banking, legal and other costs, charges, expenses
            and/or liabilities (including any VAT thereon) paid or, if earlier,
            incurred by or on behalf of the Security Trustee and any other
            Beneficiary in each case on a full indemnity basis in relation to
            any of the Investments, or in protecting, preserving, improving,
            considering the enforcement or exercise of or enforcing or
            exercising or attempting to enforce or exercise, any rights arising
            under or pursuant to any of the Loan Documents, and/or in procuring
            the payment, performance or

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            discharge of any of the Secured Obligations and including, without
            limitation, the principal amount of any borrowings together with
            interest thereon and all other expenses and/or liabilities of the
            Security Trustee or any other Beneficiary incurred from time to time
            in relation to the exercise of any of its rights or powers referred
            to in the Loan Documents;

            INVESTMENTS: the Securities and the Derivative Assets;

            NOMINEE UNDERTAKING: an undertaking substantially in the form set
            out in Schedule 2;

            SECURED OBLIGATIONS: all monies, obligations and liabilities
            (whether present or future, actual or contingent) on the part of the
            Mortgagor to any of the Beneficiaries to be paid, performed or
            discharged, whether directly or indirectly, under or pursuant to the
            terms of any of the Loan Documents and/or in connection with the
            loan facility or other financial accommodation from time to time
            granted or otherwise made available pursuant thereto, together with
            all Expenses and any interest under the terms of this Deed;

            SECURITIES: all shares, stocks, debentures, debenture stock, bonds
            and securities of any kind whatsoever owned by the Mortgagor
            (including rights to subscribe for, convert into or otherwise
            acquire the same) whether marketable or otherwise, and all other
            interests (including loan capital) of the Mortgagor both present and
            future in Ashworth UK Limited, details of which appear in Schedule 1
            and any benefit, entitlement or interest to, in or in relation to
            any such Securities;

            TRUSTEE ACT: the Trustee Act 1925 as amended by the Trustee
            Investment Act 1961 and the Trustee Act 2000; and

            VAT: value added tax or any similar tax substituted therefor.

1.2         CONSTRUCTION

1.2.1       Words and phrases which are not defined or construed in this Deed
            but which are defined or construed in the Agreement, the Act or the
            Insolvency Act 1986 shall be construed as having the meanings
            ascribed to them therein. To the extent that there is any
            inconsistency between the terms of this Deed and the Agreement, the
            terms of the Agreement shall prevail.

1.2.2       In construing this Deed, general words introduced by the word
            "OTHER" shall not be given a restrictive meaning by reason of the
            fact that they are preceded by words indicating a particular class
            of acts, matters or things and general words shall not be given a
            restrictive meaning by reason of the fact that they are followed by
            particular examples intended to be embraced by the general words. In
            addition, the words

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            "ANY OF" shall be construed as a reference to any one or more
            (including all) of the rights, assets, liabilities or other things
            referred to.

1.2.3       The security constituted by, and the rights of the Security Trustee
            under, this Deed shall be enforceable notwithstanding any change in
            the constitution of the Security Trustee or its absorption in or
            amalgamation with any other person or the acquisition of all or part
            of its undertaking by any other person.

1.2.4       The headings in this Deed are inserted for convenience only and
            shall not affect its construction or interpretation and references
            to a clause or Schedule are (unless otherwise stated) to a clause
            in, or a Schedule to, this Deed.

1.2.5       Any reference in this Deed to "THIS DEED" or to any other agreement
            or document shall, unless the context otherwise requires, be
            construed as a reference to this Deed or to such other agreement or
            document as the same may from time to time be amended, varied,
            supplemented, novated or replaced and shall include any document
            which is supplemental to, is expressed to be collateral with, or is
            entered into pursuant to or in connection with, the terms of this
            Deed or of such other agreement or document.

1.2.6       The illegality, invalidity or unenforceability of any provision of
            this Deed under the law of any jurisdiction shall not affect its
            validity or enforceability under the law of any other jurisdiction.

1.2.7       This Deed shall constitute a "security agreement", as contemplated
            by Section 9.203(b)(3) of the UCC.

1.2.8       Save where the context otherwise requires, the plural of any term
            includes the singular and vice versa.

1.2.9       Any reference in this Deed to any statute or statutory provision
            shall, unless the context otherwise requires, be construed as a
            reference to such statute or statutory provision as in force at the
            date of this Deed and as subsequently re enacted or consolidated and
            shall also include all instruments, orders and regulations for the
            time being made thereunder or deriving validity therefrom.

1.2.10      The terms of this Deed may only be enforced by a party to it and the
            operation of the Contracts (Rights of Third Parties) Act 1999 is
            excluded.

1.2.11      In this Deed the expressions "THE MORTGAGOR", "THE SECURITY TRUSTEE"
            and "A BENEFICIARY" shall, unless the context otherwise requires,
            include their respective assignees or successors in title,

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            whether immediate or derivative in relation to their respective
            interests.

2           CHARGING PROVISIONS

2.1         CHARGE OVER INVESTMENTS

            The Mortgagor with full title guarantee and as a continuing security
            for the payment and discharge of the Secured Obligations hereby
            charges and agrees to mortgage to the Security Trustee the
            Investments, provided that:

            2.1.1 in the case of any Securities issued and outstanding at any
                  time, the amount of such Securities which are the subject of
                  the security constituted by this Deed shall be 65% of any such
                  Securities at that time; and

            2.1.2 in the case of any Derivative Assets relating to any
                  Securities, the amount of such Derivative Assets which are the
                  subject of the security constituted by this Deed shall be 65%
                  of any such Derivative Assets at that time.

2.2         FURTHER ADVANCES

            The security constituted by this Deed secures present and further
            advances.

3           PAYMENT OF THE SECURED OBLIGATIONS

            The Mortgagor hereby covenants to pay, perform and discharge to the
            Security Trustee the Secured Obligations on the due date or dates
            for payment, performance and discharge or, in the absence of any
            such date, forthwith upon any demand made by the Security Trustee.

            4 REPRESENTATIONS AND WARRANTIES

            The Mortgagor represents and warrants that:

            4.1   BENEFICIAL OWNER: it is the sole, absolute and beneficial
                  owner of the Securities and of all other Investments owned by
                  it as at the date of this Deed, free and clear from any Lien
                  other than permitted under the Agreement;

            4.2   NO DISPOSALS: except in accordance with the terms of the
                  Agreement, it has not disposed of any interest in, or granted
                  any rights (whether of pre-emption or otherwise) over, any of
                  the Investments nor agreed to do any of the same;

            4.3   NO CLAIMS: none of the Investments is the subject of any
                  claim, assertion, right, action or other restriction or

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                  arrangement of whatever nature which does or may impinge upon
                  the ownership of the Investments by the Mortgagor and the
                  Investments are and will be fully paid up;

            4.4   STATUS: it is a corporation duly incorporated and validly
                  existing under the laws of the State of Delaware, USA and has
                  the power and authority to own its assets and to conduct the
                  business and operations which it conducts or proposes to
                  conduct;

            4.5   POWERS AND AUTHORITY: it has full power and authority to enter
                  into and perform this Deed and has taken all necessary
                  corporate or other action to authorise the execution, delivery
                  and performance of this Deed;

            4.6   AUTHORISATIONS: all action, conditions and things required by
                  all applicable laws and regulations to be taken, fulfilled and
                  done in order to (i) enable it lawfully to enter into,
                  exercise its rights under and perform and comply with its
                  obligations under this Deed, (ii) ensure that those
                  obligations are valid, legally binding and enforceable and
                  (iii) make this Deed admissible in evidence in England and
                  Wales and (if different) its jurisdiction of incorporation
                  have been taken, fulfilled and done (or, in the case of
                  registrations, will be effected within any applicable required
                  period);

            4.7   NON-VIOLATION: the execution by it of this Deed and the
                  exercise by it of its rights and performance of or compliance
                  with its obligations under this Deed do not and will not
                  violate (i) any law or regulation to which it or any of its
                  assets is subject or (ii) any agreement to which it is a party
                  or which is binding on it or any of its assets; and

            4.8   OBLIGATIONS BINDING: its obligations under this Deed are
                  valid, legally binding and enforceable.

5           COVENANTS

5.1         THE INVESTMENTS

            The Mortgagor covenants with the Security Trustee that it will:

            5.1.1 DEPOSIT OF DOCUMENTS OF TITLE: forthwith upon execution of
                  this Deed and as soon as practicable following its acquisition
                  of any Investment, deposit or procure the deposit with the
                  Security Trustee and permit the Security Trustee to hold and
                  retain all stock and share certificates and documents of title
                  relating to each of the Investments mortgaged or charged
                  pursuant to clause 2.1 of this Deed at such time;

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            5.1.2 EXECUTION OF TRANSFERS: forthwith upon execution of this Deed
                  (in relation to the Investments mortgaged or charged pursuant
                  to clause 2.1 of this Deed) and as soon as practicable
                  following its acquisition of any Investment and at any other
                  time upon request by the Security Trustee, promptly deliver to
                  the Security Trustee such instruments of transfer (with the
                  name of the transferee, the consideration and the date left
                  blank but otherwise duly completed and executed) and other
                  documents as the Security Trustee may from time to time
                  require for perfecting its title to any of the Investments
                  mortgaged or charged pursuant to clause 2.1 of this Deed (duly
                  executed by or signed on behalf of the registered holder) or
                  for vesting or enabling it to vest the same in itself or any
                  of its nominees or in any purchaser provided that, to the
                  extent that any such Investments are held by any nominee of
                  the Mortgagor, the provisions of this clause 5.1.2 shall be
                  satisfied in relation to such Investments if the Security
                  Trustee receives from such nominee a duly executed Nominee
                  Undertaking relating to such Investments together with such
                  instruments of transfer (with the name of the transferee, the
                  consideration and the date left blank, but otherwise duly
                  completed and executed) and other documents as the Security
                  Trustee may from time to time require for perfecting its title
                  to such Investments and provided also that, in the event of
                  any transfer being effected, neither the Security Trustee nor
                  any of its nominees shall be liable for any loss occasioned by
                  any exercise or non-exercise of rights attached to such
                  Investments or by any failure to report to the Mortgagor any
                  notice or other communication received in respect of such
                  Investments;

            5.1.3 NO RESTRICTIONS ON TRANSFER: ensure that the Investments are
                  at all times free from any restriction on transfer (whether
                  under any relevant constitutive documents or otherwise) by the
                  Security Trustee or its nominees to perfect or enforce the
                  security constituted or intended to be constituted by this
                  Deed and procure that the board of directors of any company in
                  which any of the Investments are held approves any transfer of
                  any of the Investments desired to be made by the Security
                  Trustee in the exercise of the rights, powers and remedies
                  conferred upon it by this Deed or by law.

            5.1.4 DERIVATIVE ASSETS: upon the accrual, offer or issue of any
                  Derivative Assets (apart from dividends, interest payments or
                  other payments of money, as the case may be, forming part of
                  the Investments) which have not accrued or been offered or
                  issued to the Security Trustee or its nominees as registered
                  holder of the Investments to which those Derivative Assets
                  relate deliver or pay to the Security Trustee (or procure the

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                   delivery or payment to the Security Trustee of) all such
                   Derivative Assets and any certificates and other documents of
                   title to or representing the same together with each of the
                   documents required to be duly executed, completed and
                   delivered under and in accordance with the terms of clause
                   5.1.2.

            5.1.5  CALLS: duly and promptly pay or procure the payment of all
                   calls, instalments and other payments in respect of any of
                   the Investments provided that if it defaults in making or
                   procuring any such payment the Security Trustee may (but
                   shall not be obliged to) pay such amounts on behalf of the
                   Mortgagor and shall be reimbursed by the Mortgagor forthwith
                   on demand;

            5.1.6  COMMUNICATIONS: notify the Security Trustee of the contents
                   of any communication or document received by it in relation
                   to any of the Investments;

            5.1.7  NEGATIVE PLEDGE: not create or purport to create or permit to
                   subsist any Lien on or over any of the Investments or any
                   interest in the Investments other than permitted under the
                   Agreement;

            5.1.8  NO DISPOSALS: not sell, transfer, assign, lend or otherwise
                   dispose of, or grant any rights (whether of pre-emption or
                   otherwise) over, any of the Investments or any interest in
                   the Investments or attempt or agree to do so (other than to
                   the Security Trustee or a nominee of the Security Trustee);

            5.1.9  EXERCISE OF VOTING RIGHTS BY MORTGAGOR: exercise any voting
                   rights attaching to the Investments in such manner as it
                   thinks fit, provided that such voting rights shall not be
                   exercised in any manner which is inconsistent with the
                   security constituted or intended to be constituted by this
                   Deed or is in breach of any of the provisions of any of the
                   Loan Documents and notwithstanding the foregoing, at any time
                   after the Security Trustee shall have demanded the discharge
                   of any of the Secured Obligations, procure that all voting
                   and other rights in respect of the Investments are exercised
                   in accordance with the Security Trustee's instructions;

            5.1.10 VARIATION OF RIGHTS: not, by the exercise of any voting
                   rights or otherwise, permit or agree to any proposed
                   compromise, arrangement, capital reorganisation, conversion,
                   exchange, repayment or takeover offer affecting or in respect
                   of any of the Investments.

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5.2         EXERCISE OF VOTING RIGHTS BY SECURITY TRUSTEE AND DIVIDEND
            ENTITLEMENT

            If any of the Investments are transferred into the name of the
            Security Trustee or any nominee of the Security Trustee or any
            nominee of the Security Trustee, then (subject always to the
            provisions of clause 6.1):

            5.2.1 the Security Trustee shall use all reasonable endeavours to
                  procure that all voting rights attached to such Investments
                  are exercised as the Mortgagor shall direct provided that the
                  Security Trustee shall not be obliged to comply with the
                  Mortgagor's directions if, as a result, such voting rights
                  would be exercised in any manner which (a) is inconsistent
                  with the security constituted or intended to be constituted by
                  this Deed or (b) is in breach of any provision of any of the
                  Loan Documents or (c) would or might result in permission or
                  agreement being given to any compromise, capital
                  reorganisation, conversion, exchange, repayment or takeover
                  offer affecting or in respect of any of the Investments or to
                  any variation of the rights attaching to or conferred by any
                  of the Investments; and

            5.2.2 any and all dividend and interest payments and other
                  distributions accruing on or deriving from the Investments
                  shall be paid to the Mortgagor.

5.3         OTHER COVENANTS

            The Mortgagor covenants with the Security Trustee that it will:

            5.3.1 OBLIGATIONS GENERALLY: comply with its obligations in the Loan
                  Documents and comply with every covenant (whether restrictive
                  or otherwise), obligation and provision on its part to be
                  complied with (and use its best endeavours to procure
                  compliance by each other party thereto with every covenant,
                  obligation and provision on the part of each such other party
                  to be complied with) contained in any document affecting the
                  Investments or their use and enjoyment;

            5.3.2 VALUE OF THE SECURITY: not do or cause or permit to be done
                  anything which may in any way depreciate, jeopardise or
                  otherwise prejudice the value of the security constituted or
                  intended to be constituted by this Deed.

5.4         INFORMATION COVENANTS

5.4.1       GENERAL: The Security Trustee may at any time seek from any person
            having dealings with the Mortgagor such information about the
            Mortgagor and its affairs as the Security Trustee may think fit. The

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            Mortgagor authorises and requests any such person to provide any
            such information to the Security Trustee and agrees to provide such
            further authority for this purpose as the Security Trustee may
            require from time to time.

5.4.2       INVESTIGATIONS: If the Security Trustee so requests at any time, the
            Mortgagor shall appoint accountants nominated by the Security
            Trustee to investigate the financial affairs of the Mortgagor and
            any Subsidiary of the Mortgagor or company of which the Mortgagor is
            a Subsidiary. For the purposes of this clause 5.4.2, the Mortgagor
            authorises the Security Trustee to make such appointment on the
            Mortgagor's behalf. In every case the costs, fees and expenses of
            such accountants shall be paid by the Mortgagor, but the Security
            Trustee may, at its sole discretion, pay such costs, fees and
            expenses on behalf of the Mortgagor and, in such case, the Mortgagor
            agrees to reimburse the Security Trustee forthwith on demand.

6           ENFORCEMENT

6.1         POWER OF SALE

            At any time after the occurrence of an Event of Default described in
            the Agreement which is continuing, the security constituted by this
            Deed shall become enforceable and the Security Trustee (or its
            nominee(s)) shall have an immediate and absolute power of sale or
            other disposition over the Investments (including, without
            limitation, the power to execute, seal, deliver or otherwise
            complete any transfers or other documents required to vest any of
            the Investments in the Security Trustee, any of its nominees or in
            any purchaser of any of the Investments) and pending any such sale
            the Security Trustee (or its nominee(s)) shall, notwithstanding any
            other provision of this Deed, have the right (a) to exercise (or
            direct the exercise of) any and all voting rights attaching to any
            of the Investments in such manner as it shall in its sole discretion
            think fit and (b) to receive, retain and give a good discharge for
            any and all payments falling due in respect of dividends or other
            distributions of profits or capital on or arising from any of the
            Investments notwithstanding that they may have accrued in respect of
            a period prior to the time at which the security constituted by this
            Deed shall have become enforceable.

6.2         PROCEEDS OF SALE

            The proceeds of any sale of the Investments by the Security Trustee
            shall be applied in discharging the Secured Obligations in such
            order as the Security Trustee may determine in its absolute
            discretion and any balance shall be paid to the Mortgagor.

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7           VARIATION AND EXTENSION OF STATUTORY POWERS

7.1         STATUTORY POWERS GENERALLY

            The powers conferred on mortgagees by the Act and the Insolvency Act
            1986 shall apply to this Deed except insofar as they are expressly
            or impliedly excluded and where there is any ambiguity or conflict
            between the powers contained in the Act and/or the Insolvency Act
            1986 and those contained in this Deed the terms of this Deed shall
            (so far as the law allows) prevail.

7.2         SECURITY TRUSTEE'S POWERS

            The restrictions contained in sections 93 and 103 of the Act shall
            not apply to the security constituted or intended to be constituted
            by this Deed and the powers contained in section 101 of the Act
            shall be immediately exercisable after the Security Trustee shall
            have demanded the discharge of any of the Secured Obligations.

7.3         TRUSTEE POWERS

            The Security Trustee and its nominees may in relation to any of the
            Investments, at any time exercise all the powers given to trustees
            by the Trustee Act in respect of any securities or property subject
            to a trust. Any payments made by the Security Trustee under this
            clause shall be paid by the Mortgagor to the Security Trustee
            forthwith on demand.

7.4         NO LIABILITY

            It is agreed and declared that no exercise by the Security Trustee
            of any one or more of the powers contained in this Deed shall render
            the Security Trustee liable for any loss or damage (including,
            without limitation, loss upon realisation of any of the Investments)
            save where caused by its gross negligence or wilful default.

7.5         PROTECTION FOR THIRD PARTIES

            No third party dealing with the Security Trustee or its or his
            agents shall, whether before, on or after any contract, disposition
            or assurance in relation to any of the Investments in such third
            party's favour be concerned to enquire whether any of the Secured
            Obligations have become payable or whether any power which the
            Security Trustee purports to exercise has become exercisable or
            whether any of the Secured Obligations remain undischarged or to see
            to the application of any money paid to the Security Trustee.

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7.6         DELEGATION

            The Security Trustee may at any time delegate by power of attorney
            or in any other manner to any person or persons any of the powers
            (including the power of attorney contained in clause 9.3),
            authorities and discretions which are for the time being exercisable
            by the Security Trustee under this Deed in relation to any of the
            Investments. Any such delegation may be made upon such terms
            (including power to sub-delegate) and subject to such regulations as
            the Security Trustee may think fit. The Security Trustee shall not,
            save for its gross negligence or wilful default, be in any way
            liable or responsible to the Mortgagor for any loss or damage
            arising from any act, default, omission or misconduct on the part of
            any such delegate or sub-delegate.

7.7         SUSPENSE ACCOUNTS

            The Security Trustee may place and keep (for such time as it or he
            shall consider prudent) any money received, recovered or realised
            pursuant to this Deed in a separate suspense account (to the credit
            of either the Mortgagor or the Security Trustee as the Security
            Trustee shall think fit) without any obligation to apply the same or
            any part thereof in or towards the discharge of the Secured
            Obligations.

7.8         SECURITY TRUSTEE'S POWER TO REMEDY BREACHES

            If at any time the Mortgagor fails to perform any of the covenants
            contained in this Deed it shall be lawful for the Security Trustee,
            but the Security Trustee shall have no obligation, to take such
            action on behalf of the Mortgagor (including, without limitation,
            the payment of money) as may in the Security Trustee's reasonable
            opinion be required to ensure that such covenants are performed. Any
            losses, costs, charges and expenses incurred by the Security Trustee
            in taking such action shall be reimbursed by the Mortgagor on
            demand.

8           CONTINUING SECURITY

8.1         SUBSEQUENT CHARGES

8.1.1       If the Security Trustee receives notice (whether actual or
            constructive) of any subsequent Lien or other interest affecting any
            of the Investments or any interest in any of the Investments, or of
            any other matter which may cause the security created by or pursuant
            to the terms of this Deed to cease to be a continuing security the
            Security Trustee may open a new account or accounts for the
            Mortgagor.

8.1.2       If the Security Trustee does not open a new account pursuant to
            clause 8.1.1 then, unless the Security Trustee shall notify the
            Mortgagor to the contrary, it shall nevertheless be treated as if it
            had done so at the

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            time when it received such notice and as from that time all payments
            made by or on behalf of the Mortgagor to the Security Trustee shall
            be credited or deemed to have been credited to the new account and
            shall not operate to reduce the amount due from the Mortgagor at the
            time when it received such notice.

8.2         GENERAL

            The security constituted by this Deed shall be a continuing security
            notwithstanding any settlement of account or other matter whatsoever
            and is in addition to and shall not merge or otherwise prejudice or
            affect (or be prejudiced or affected by) the security constituted by
            any Lien, guarantee or other assurance now or hereafter held by the
            Security Trustee or any right or remedy of the Security Trustee in
            respect of the same and shall not be in any way prejudiced or
            affected by the invalidity thereof, or by the Security Trustee now
            or hereafter dealing with, exchanging, releasing, modifying or
            abstaining from perfecting or enforcing any of the same, or any
            rights which it may now or hereafter have, or giving time for
            payment or indulgence or compounding with any other person liable.

9           FURTHER ASSURANCE AND POWER OF ATTORNEY

9.1         FURTHER ASSURANCE

            The Mortgagor shall execute in favour of the Security Trustee, or as
            the Security Trustee may otherwise direct, such further assignments,
            transfers, mortgages, charges, Lien or other documents as in each
            case the Security Trustee shall stipulate (any such assignment,
            transfer, mortgage, charge, Lien or document to be in such form and
            to contain such provisions as the Security Trustee shall require)
            over the Investments and do such other acts or things, in each case
            for the purpose of more effectively providing security for the
            payment, performance and discharge of the Secured Obligations, in
            accordance with the terms of this Deed, or of enabling the Security
            Trustee to vest any of the Investments in the Security Trustee or
            its nominee(s).

9.2         VESTING OF TITLE

            The Mortgagor agrees that it will from time to time execute as a
            deed or under hand (as applicable) and deliver all transfers, powers
            of attorney and other documents which the Security Trustee may
            require for perfecting its title to any of the Investments, in
            accordance with the terms of this Deed, or for vesting or enabling
            it to vest any of the Investments in itself or its nominees. The
            Mortgagor further agrees that if at any time the Security Trustee
            should hold any transfer with any detail not yet completed the
            Security Trustee shall have the authority to complete and deliver
            such transfer.

                                       12
<PAGE>

9.3         APPOINTMENT

9.3.1       The Mortgagor, by way of security for the performance of the
            Mortgagor's obligations under this Deed, irrevocably appoints the
            Lender and the persons deriving title under it and separately any
            Receiver jointly or severally to be its attorney or attorneys for it
            and in the name and on behalf and as the act and deed or otherwise
            of the Mortgagor to sign, seal, execute, deliver, perfect and do all
            deeds, instruments, acts and things which may be required:

            (a)   for carrying out any obligations imposed on the Mortgagor by
                  or pursuant to this Deed;

            (b)   for carrying any sale, lease or other dealing whatsoever. by
                  the Lender or Receiver into effect;

            (c)   for conveying or transferring any legal estate or other
                  interest in land or any other property whatsoever;

            (d)   for getting in all or any part of the Securities; and

            (e)   generally for enabling the Lender and any Receiver to exercise
                  the respective powers, authorities and discretions conferred
                  on them by or pursuant to this Deed or by law.

9.3.2       The provisions of this clause 9.3 shall take effect as and by way of
            variation to the provisions of Section 109(8) of the Act 1925 which
            provisions as so varied and extended shall be deemed incorporated
            herein as if they related to a receiver of the Securities and not
            merely a receiver of the income thereof.

10          RELEASE OF INVESTMENTS

            The Mortgagor agrees that if any of the Investments charged by this
            Deed are released from such charge the Security Trustee may release
            securities of the same class and denomination as the Investments
            concerned rather than the identical Investments deposited or
            transferred under this Deed.

11          INDEMNITIES

11.1        GENERAL

            The Mortgagor agrees to indemnify the Security Trustee (and its
            nominees) on demand against all losses, actions, claims, expenses,
            demands or liabilities whether in contract, tort or otherwise now or
            hereafter incurred by any of them or by any manager, agent, officer
            or employee for whose liability, act or omission any of them may be
            answerable for anything done or omitted in the exercise or purported
            exercise of the powers contained in this Deed or occasioned by any

                                       13
<PAGE>

            breach by the Mortgagor of any of its covenants or other obligations
            under this Deed or otherwise arising out of or in connection with
            any of the Investments or the security constituted or intended to be
            constituted by this Deed save where the same arises as a result of
            the negligence, fraud, default or wilful misconduct of the Security
            Trustee.

11.2        TAXES

            The Mortgagor agrees to indemnify the Security Trustee on demand
            against all present or future stamp or other taxes or duties and any
            penalties or interest with respect thereto which may be imposed by
            any competent authority in connection with the execution or
            enforcement of this Deed or in consequence of any payment made
            pursuant hereto being impeached or declared void for any reason
            whatsoever.

12          NO WAIVER

            No failure or delay by the Security Trustee in exercising any right
            or remedy shall operate as a waiver thereof, nor shall any single or
            any partial exercise or waiver of any right or remedy preclude its
            further exercise or the exercise of any other right or remedy as
            though no waiver had been made and no relaxation or indulgence
            granted.

13          PAYMENTS AND DISCHARGE

13.1        PAYMENT WITHOUT DEDUCTION

            All payments to be made to the Security Trustee under this Deed
            shall be made free and clear of and (save as required by law)
            without any deduction for or on account of any tax, withholding,
            charges, set-off or counterclaim. All payments shall be made into
            such account or accounts as the Security Trustee may from time to
            time specify for that purpose.

13.2        GROSS-UP AND TAX RECEIPTS

            If the Mortgagor is required by law to make a deduction or
            withholding from any payment made under this Deed then the sum
            payable by the Mortgagor in respect of which such deduction or
            withholding is required to be made shall be increased to the extent
            necessary to ensure that, after the making of such deduction or
            withholding, the Security Trustee receives and retains (free from
            any liability in respect of any such deduction or withholding) a net
            sum equal to the sum which it would have received and so retained
            had no such deduction or withholding been made or been required to
            be made. If the Mortgagor makes any payment under this Deed in
            respect of which it is required by law to make any deduction or
            withholding it shall pay the full amount to be deducted or withheld
            to the relevant taxation or other authority within the time allowed
            for such payment

                                       14
<PAGE>

            under applicable law and shall deliver to the Security Trustee
            within thirty days after it has made such payment to the applicable
            authority an original receipt or other appropriate evidence issued
            by such authority evidencing the payment to such authority of all
            amounts so required to be deducted or withheld from such payment.

13.3        REINSTATEMENT

            Any settlement or discharge under this Deed between the Security
            Trustee and the Mortgagor shall be conditional upon no security or
            payment to the Security Trustee by the Mortgagor or any other person
            being avoided or set aside or ordered to be refunded or reduced by
            or pursuant to any applicable law or regulation and, if such
            condition is not satisfied, the Security Trustee shall be entitled
            to recover from the Mortgagor on demand the value of such security
            or the amount of any such payment as if such settlement or discharge
            had not occurred.

13.4        RELEASES

            Without prejudice to any terms of any of the Loan Documents
            regarding the giving of consents, releases and/or discharges to the
            Mortgagor (whether to facilitate any disposition in relation to any
            of the Investments or otherwise) the Security Trustee shall, at the
            request and cost of the Mortgagor following the irrevocable payment
            and discharge in full of the Secured Obligations (with the Security
            Trustee being under no further obligation, actual or contingent, to
            the Mortgagor) and provided that the security constituted by this
            Deed shall not have been enforced, and the Security Trustee is
            satisfied that such payment is not subject to avoidance or liable to
            be set aside, refunded or reduced as referred to in clause 13.3,
            duly execute and do all such deeds, acts and things as may be
            necessary to release from the security constituted by this Deed the
            assets which are then subject to it.

14          CURRENCY

            Any amount received or recovered by the Security Trustee in respect
            of any sum expressed to be due to it from the Mortgagor under this
            Deed in a currency other than the currency (the "contractual
            currency") in which such sum is so expressed to be due (whether as a
            result of, or of the enforcement of, any judgment or order of the
            court or tribunal of any jurisdiction, the winding up of the
            Mortgagor or otherwise) shall only constitute a discharge to the
            Mortgagor to the extent of the amount of the contractual currency
            that the Security Trustee is able, in accordance with its usual
            practice, to purchase with the amount of the currency so received or
            recovered on the date of receipt or recovery (or, if later, the
            first date on which such purchase is practicable). If the amount of
            the contractual currency so purchased is less than the amount of the
            contractual currency so expressed to be due, the Mortgagor shall
            indemnify the Security Trustee against any loss

                                       15
<PAGE>

            sustained by it as a result, including the cost of making any such
            purchase.

15          NOTICES

            Any demand, notice or other communication to be made on or delivered
            to the Mortgagor hereunder or in respect of any of the Secured
            Obligations shall be made in accordance with clause 10.02 of the
            Agreement.

16          SET-OFF

            The Mortgagor authorises the Security Trustee without prior notice
            to the Mortgagor to apply any credit balance (whether or not then
            due) to which the Mortgagor is at any time beneficially entitled on
            any account at any office of the Security Trustee in or towards
            satisfaction of the Secured Obligations (and on or at any time after
            the Security Trustee shall have demanded the discharge of the
            Secured Obligations the Security Trustee may make such application
            notwithstanding any specified maturity of any deposits standing to
            the credit of any account of the Mortgagor with the Security
            Trustee) and for this purpose the Security Trustee is authorised to
            purchase with the monies standing to the credit of any such account
            such other currencies as may be necessary to effect such
            application. The Security Trustee shall not be obliged to exercise
            any of its rights under this clause which shall be without prejudice
            to and in addition to any rights of set-off, combination of
            accounts, consolidation or other rights to which it is at any time
            otherwise entitled (whether by operation of law, contract or
            otherwise).

17          TRUSTEE PROVISIONS

17.1        DECLARATION OF TRUST

            The Security Trustee shall hold the security constituted by this
            Deed and the benefit of all related rights in trust for the benefit
            of the Beneficiaries on the terms and subject to the conditions set
            out in this Deed.

17.2        PERPETUITY PERIOD

            The perpetuity period under the rule against perpetuities (if
            applicable to this Deed) shall be the period of eighty years from
            the date of this Deed.

17.3        SUMS RECEIVED BY THE SECURITY TRUSTEE

            Pending distribution under clause 17.4, the Security Trustee shall,
            if reasonably practicable, place any sum received, recovered or held
            by it in respect of the Investments in an interest bearing suspense
            account

                                       16
<PAGE>

            with a bank or financial institution in the name of or under the
            control of the Security Trustee. The interest paid on such account
            shall be credited to the relevant account.

17.4        APPLICATION OF SUMS RECEIVED

            Subject to the other provisions of this clause 17, the Security
            Trustee shall apply all amounts standing to the credit of any
            account referred to in clause 17.3 and any other amounts realised
            pursuant to the exercise of any rights or powers it might have
            pursuant to this Deed:

            17.4.1 first, in the payment of any costs, charges and expenses of
                   or incidental to the appointment of any receiver under the
                   Act, the payment of his remuneration and the payment and
                   discharge of any other Expenses incurred by or on behalf of
                   such receiver;

            17.4.2 secondly, in or towards payment of any debts or claims which
                   are by statute payable in preference to the Secured
                   Obligations but only to the extent to which such debts or
                   claims have such preference;

            17.4.3 thirdly, in or towards payment and discharge pro rata of any
                   Secured Obligations then due, owing or incurred to the
                   Security Trustee, in its capacity as Security Trustee (and
                   not in any other capacity) for its own account;

            17.4.4 fourthly, in payment to the Agent to be applied by the Agent
                   in or towards payment and discharge of the balance of the
                   Secured Obligations (if any) in accordance with the
                   provisions of Section 3 of the Agreement; and

            17.4.5 fifthly, in payment of the surplus (if any) to the Mortgagor
                   or such other person entitled thereto.

17.5        SECURITY TRUSTEE'S SOLE RIGHT TO APPROPRIATE

            The Mortgagor shall not have the right to appropriate any payment
            to, or other sum received, recovered or held by, the Security
            Trustee in or towards payment of any particular part of the Secured
            Obligations and the Security Trustee shall have the exclusive right
            to appropriate any such payment or other sum as provided in this
            clause 17.

17.6        TIMING OF DISTRIBUTION

            Distributions by the Security Trustee shall be made at such times as
            the Security Trustee in its absolute discretion determines to be as
            soon as is reasonably practicable, having regard to all relevant
            circumstances, and the Security Trustee shall have no liability
            whatsoever for any loss or damage which any Beneficiary might
            sustain as a consequence of the timing of any such distribution.

                                       17
<PAGE>

17.7        DATE FOR CALCULATION OF SECURED OBLIGATIONS

            For the purpose of any distribution by the Security Trustee, the
            Security Trustee may, by written notice to the Beneficiaries, fix a
            date (being not earlier than the date of such notice) as at which
            the amount of the Secured Obligations are to be calculated.

17.8        CERTIFICATE FROM BENEFICIARY

            For the purposes of determining the amount of any payment to be made
            to any Beneficiary pursuant hereto the Security Trustee shall be
            entitled to call for and rely upon (and it is the intention of the
            parties that the Security Trustee shall rely upon) a certificate
            from the relevant Beneficiary of the amount and nature of any amount
            due, owing or incurred to the relevant Beneficiary at the date fixed
            by the Security Trustee for such purpose and as to such other
            matters as the Security Trustee may deem necessary or desirable to
            enable it to make a distribution.

17.9        MISTAKEN PAYMENTS

            If the Security Trustee makes any distribution contrary to any of
            the provisions of this clause 17 or any distribution made by it
            otherwise transpires to have been invalid or the Security Trustee
            and the person receiving such distribution agree that it should be
            refunded, the recipient shall, to the extent that no charge is
            thereby created, hold the proceeds of that distribution on trust to
            repay to the Security Trustee forthwith on demand. If the trust
            imposed by this clause 17.9 cannot be given effect to for whatever
            reason, including the possible creation thereby of a charge, the
            relevant recipient shall, if and when so requested by the Security
            Trustee, pay an amount equal to the proceeds of that distribution
            required to be held on trust to the Security Trustee.

17.10       SUPPLEMENT TO TRUSTEE ACT

            By way of supplement to the Trustee Act it is expressly declared as
            follows:

17.10.1     EXPERTS: the Security Trustee may, in relation to this Deed, act or
            rely upon the opinion or advice of, or any information obtained
            from, any lawyer, valuer, surveyor, broker, auctioneer, accountant
            or other expert commissioned by the Security Trustee and shall not
            be responsible to anyone for any loss or damage occasioned by so
            acting or relying. Any such opinion, advice or information may be
            sent or obtained by letter, telex, cable, facsimile transmission or
            otherwise and the Security Trustee will not be liable to anyone for
            acting in good faith on any opinion, advice or information
            purporting to be conveyed by such means even if it contains some
            error or is not authentic or validly signed;

                                       18
<PAGE>

17.10.2     CERTIFICATE OF THE MORTGAGOR: the Security Trustee may call for and
            may accept as sufficient evidence a certificate of the Mortgagor
            signed by any director of the Mortgagor to the effect that any
            particular dealing, transaction, step or thing is, in the opinion of
            the said director, suitable or expedient or as to any other fact or
            matter upon which the Security Trustee may, in the exercise of any
            of its rights, powers or duties hereunder, require to be satisfied
            and the Security Trustee need not call for further evidence and will
            not be responsible to anyone for any loss or damage occasioned by
            acting on any such certificate;

17.10.3     INTERPRETATION OF THIS DEED: the Security Trustee (as between itself
            and each of the Beneficiaries) shall have full power to determine in
            good faith all questions and doubts arising in relation to any of
            the provisions of this Deed and every such determination, whether
            made upon such a question actually raised or implied in the acts or
            proceedings of the Security Trustee, shall be conclusive and shall
            (save for manifest error) bind the Security Trustee and each
            Beneficiary;

17.10.4     TITLE: the Security Trustee shall accept without enquiry,
            requisition, objection or investigation such title as the Mortgagor
            (or, as the case may be, any nominee) has to the Investments to the
            intent that the Security Trustee shall not in any way be responsible
            for its inability to exercise any of its rights or powers or duties
            hereunder or for any loss or damage thereby occasioned;

17.10.5     PERFECTION OF SECURITY: the Security Trustee shall not be liable for
            any failure, omission or defect in perfecting any security created
            or purported to be created by or pursuant to this Deed including
            (without prejudice to the generality of the foregoing):

            (a)   failure to obtain any licence, consent or other authority for
                  the execution, delivery, validity, legality, adequacy,
                  performance, enforceability or admissibility in evidence of
                  any of this Deed or any other document;

            (b)   failure to effect or procure registration of or otherwise
                  protect any security created or purported to be created by or
                  pursuant to any of this Deed or any other document by
                  registering under any applicable registration laws in any
                  territory, any notice, caution or other entry prescribed by or
                  pursuant to the provisions of the said laws;

            (c)   failure to take or require the Mortgagor to take any steps to
                  render the security created or purported to be created by or
                  pursuant to any of this Deed effective as regards any property
                  outside England and Wales or to secure the creation of any
                  ancillary charge under the laws of any territory concerned; or

                                       19
<PAGE>

            (d)   failure to call for delivery of documents of title to or
                  require transfers, legal mortgages, charges or other further
                  assurances in relation to any of the Investments;

17.10.6     ACTS AND OMISSIONS: the Security Trustee shall not in fulfilling its
            duties and discharging its responsibilities as Security Trustee be
            liable or responsible for any loss or damage which may result from
            anything done or omitted to be done by it in accordance with the
            provisions of this Deed;

17.10.7     COMPLIANCE WITH LAWS: the Security Trustee may refrain from doing
            anything which would or might in its opinion be contrary to any law
            of any jurisdiction or any regulation or which would or might
            otherwise render it liable to any person and may do anything which
            is, in its absolute discretion, necessary to comply with any such
            law or regulation;

            (a)   DEPOSIT OF SECURITY DOCUMENTS: the Security Trustee shall be
                  at liberty to place all title deeds and other documents
                  certifying, representing or constituting the title to any of
                  the Investments for the time being in its hands in any safe
                  deposit, safe or receptacle selected by the Security Trustee
                  or with any bankers or banking company (including the Security
                  Trustee or any of the other Beneficiaries) or company whose
                  business includes undertaking the safe custody of documents or
                  solicitors or firm of solicitors, may pay all reasonable sums
                  required to be paid on account of or in respect of such
                  deposit and may make any such arrangements as it thinks fit
                  for allowing the Mortgagor or its lawyers or auditors access
                  to or possession of such title deeds and other documents when
                  necessary or convenient and the Security Trustee shall not be
                  responsible for any loss incurred in connection with any such
                  deposit, access or possession;

17.10.8     USE OF NOMINEES: any investment of any part or all of the
            Investments may, at the discretion of the Security Trustee, be made
            or retained in the names of nominees;

17.10.9     DELEGATION: the Security Trustee may, whenever it thinks fit,
            delegate by power of attorney or otherwise to any person or persons,
            or fluctuating body of persons, all or any of the rights, powers,
            authorities and discretions vested in it by any of the Loan
            Documents and such delegation may be made upon such terms and
            subject to such conditions (including the power to sub-delegate) and
            subject to such regulations as it may think fit and it shall not be
            bound to supervise, or to be in any way responsible for any loss,
            liability, costs, charges or expenses incurred by reason of any
            misconduct or default on the part of, any such delegate or
            subdelegate; and

                                       20
<PAGE>

17.10.10    INSURANCE: without prejudice to any other provision of any of the
            Loan Documents, the Security Trustee shall not be under any
            obligation to insure any of the Investments or to require any other
            person to maintain any such insurance and shall not be responsible
            for any loss or damage which may be suffered by any person as a
            result of the lack of or inadequacy or insufficiency of any such
            insurance.

17.11       RELATIONSHIP WITH THE BENEFICIARIES

            The Security Trustee shall, for the purposes of the Loan Documents,
            be entitled to deal with each of the Beneficiaries by dealing
            exclusively with the Agent.

17.12       INDEMNITY PROVISIONS

            The Security Trustee and every attorney, agent or other person
            appointed by it under any of the Loan Documents may indemnify itself
            or himself out of the Investments against all claims, demands,
            liabilities, proceedings, costs, fees, charges, losses and expenses
            properly incurred by any of them in relation to or arising out of
            the taking or holding of the Investments, the exercise or purported
            exercise of the rights, trusts, powers and discretions vested in any
            of them or any other matter or thing done or omitted to be done in
            connection with any of the Loan Documents or pursuant to any law or
            regulation.

17.13       APPOINTMENT OF ADDITIONAL SECURITY TRUSTEES

            The Security Trustee may at any time appoint any person (whether or
            not a trust corporation) to act either as a separate trustee or as a
            co-trustee jointly with it (i) if it considers such appointment to
            be in the interests of the Beneficiaries or (ii) for the purposes of
            conforming to any legal requirements, restrictions or conditions
            which the Security Trustee deems relevant for the purposes hereof.
            Any person so appointed shall have such powers, authorities and
            discretions and such duties and obligations as shall be conferred or
            imposed on such person by the instrument of appointment and shall
            have the same rights, powers, discretions and benefits under the
            Loan Documents as the Security Trustee. Save where the contrary is
            indicated or unless the context otherwise requires any reference in
            the Loan Documents to the Security Trustee shall be construed as a
            reference to the Security Trustee and each such separate trustee and
            co-trustee. The Security Trustee shall have power in like manner to
            remove any person so appointed. Such remuneration as the Security
            Trustee may pay to any person so appointed, and any costs, charges
            and expenses incurred by such person in performing its functions
            pursuant to such appointment, shall for the purposes hereof be
            treated as costs, charges and expenses incurred by the Security
            Trustee in performing its function as trustee hereunder.

                                       21
<PAGE>

17.14       RESIGNATION

            The Security Trustee may, following consultation with the
            Beneficiaries, resign at any time by giving not less than 30 days
            notice in writing to that effect to each of the Beneficiaries
            provided that such resignation shall not become effective until a
            successor to the Security Trustee has been appointed and accepted
            its appointment and all necessary documents have been entered into
            to ensure that the benefit of this Debenture is held by such
            successor.

18          COUNTERPARTS

            This Deed may be executed in any number of counterparts and by
            facsimile transmission and by different parties on separate
            counterparts each of which will constitute an original and all the
            counterparts together will constitute the same instrument.

19          LAW AND JURISDICTION

19.1        LAW

            This Deed and the rights and obligations of the parties hereto shall
            be governed by and construed in accordance with English law.

19.2        JURISDICTION

19.2.1      SUBMISSION: Each of the parties to this Deed (other than the
            Security Trustee) agrees for the benefit of the Security Trustee
            that the courts of England shall have jurisdiction to hear and
            determine, any suit, action or proceeding, and to settle any
            dispute, which may arise out of or in connection with this Deed and,
            for such purposes, irrevocably submits to the jurisdiction of such
            courts.

19.2.2      FORUM: The Mortgagor irrevocably waives any objection which it might
            now or hereafter have to the courts referred to in clause 19.2.1
            being nominated as the forum to hear and determine any suit, action
            or proceeding, and to settle any dispute, which may arise out of or
            in connection with this Deed and agrees not to claim that any such
            court is not a convenient or appropriate forum.

19.2.3      SERVICE OF PROCESS: The Mortgagor agrees that the process by which
            any suit, action or proceeding is begun may be served on it by being
            delivered to Ashworth, Inc., c/o Ashworth UK Limited, 21 St Thomas
            Street, Bristol, BS 1 6JS.

19.2.4      OTHER COMPETENT JURISDICTIONS: The submission to the jurisdiction of
            the courts referred to in clause 19.2.1 shall not (and shall not be
            construed so as to) limit the right of the Security Trustee to take
            proceedings against the Mortgagor in any other court of competent
            jurisdiction nor shall the taking of proceedings in any one or more

                                       22
<PAGE>

            jurisdictions preclude the taking of proceedings in any other
            jurisdiction, whether concurrently or not.

19.2.5      CONSENT TO ENFORCEMENT: The Mortgagor hereby consents generally in
            respect of any legal action or proceeding arising out of or in
            connection with this Deed to the giving of any relief or the issue
            of any process in connection with such action or proceeding
            including, without limitation, the making, enforcement or execution
            against any property whatsoever (irrespective of its use or intended
            use) of any order or judgment which may be made or given in such
            action or proceeding.

                                       23
<PAGE>

IN WITNESS whereof the Mortgagor has duly executed this Deed as a deed and
intends to deliver and hereby delivers the same on the date first above written
and, prior to such delivery, this Deed has been duly signed on behalf of the
Security Trustee, in the manner appearing below.

THE MORTGAGOR

EXECUTED as a DEED by

ASHWORTH, INC.

By:____________________________________
         Terence W. Tsang

Its: Executive Vice President, Chief Operating
Officer, Chief Financial Officer, Chief
Accounting Officer and Treasurer

Address:    2765 Loker Avenue West
            Carlsbad, CA 92008
            USA

Fax:        (760) 476-8438

THE SECURITY TRUSTEE

SIGNED for and on behalf of
UNION BANK OF CALIFORNIA, N.A. AS
Security Trustee by:

____________________________________
Name: ______________________________
Title: _____________________________

Address:    530 B Street, 4th Floor
            San Diego, CA 92101-4407
            Mail Code: S-420

Fax:        (619) 230-3010

             [SIGNATURE PAGE TO EQUITABLE MORTGAGE OVER SECURITIES]

<PAGE>

                                   SCHEDULE 1

                                 THE SECURITIES

<TABLE>
<CAPTION>
                                 ISSUED SHARE         DESCRIPTION AND NUMBER    SHARE CERTIFICATE
       NAME OF COMPANY             CAPITAL                  OF SHARES               NUMBER(s)
       ---------------             -------                  ---------               ---------
<S>                             <C>                   <C>                       <C>
    Ashworth U.K., Limited      (pound)205,000        205,000 Ordinary Shares       1, 2, 3, 4
   (Company No.: 02862712)                               of (pound)1 each
</TABLE>

<PAGE>

                                   SCHEDULE 2

                           FORM OF NOMINEE UNDERTAKING

To:   Union Bank of California, N.A.
      [     ]

From: [     ]

                                                                          [Date]

Dear Sirs,

1           I/We refer to the Equitable Mortgage over Securities dated [ ] (such
            Mortgage, as the same may have been or may from time to time be
            amended, varied, supplemented, novated or replaced being referred to
            as "the Deed") and made between [          ] ("THE MORTGAGOR") and
            yourselves as Security Trustee. Terms defined in the Deed shall
            (unless otherwise defined in this Undertaking or the context
            otherwise requires) bear the same meanings in this Undertaking.

2           I/We declare that I/we hold the securities listed in the Appendix
            ("THE NOMINEE SECURITIES") to your order subject to the terms and
            conditions of the Deed.

3           I/We declare that I/we am/are not and shall never be entitled to any
            interest, claim or lien in or over the Nominee Securities.

4           I/We will following notice from you to me/us [of the happening of
            any event or circumstance which entitles you to take any action by
            way of enforcement of your rights under the Deed] (such notice to be
            deemed conclusive and binding on me/us for all purposes) forthwith
            pay to you any dividends or other payments of money received by
            me/us in respect of the Nominee Securities and I/we hereby declare
            myself/ourselves as trustee of such dividends or other payments of
            money to hold the same, pending such payment, upon trust to pay the
            same to you in the manner aforesaid.

5           I/We will forthwith notify you of the contents of any communication
            or document received by me/us as holder of the Nominee Securities.

6           I/We will following notice from you to me/us [of the happening of
            any event or circumstance which entitles you to take any action by
            way of enforcement of your rights under the Deed] (such notice to be
            deemed conclusive and binding on me/us for all purposes) exercise,
            or refrain from exercising, all of my/our voting rights in respect
            of the Nominee Securities in accordance with your instructions
            provided that prior to the receipt of any such notice as aforesaid,
            I/we will not exercise such voting rights or

<PAGE>

            any other rights forming part of the Nominee Securities other than
            in accordance with the terms of the Deed.]

7           I/We will, forthwith upon receipt by me/us of any Derivative Assets
            in respect of the Nominee Securities, deliver to you all
            certificates and other documents constituting or evidencing title to
            such Derivative Assets and each part thereof together with
            instruments of transfer relating to the same complying with the
            provisions of clause 5.1.4 of the Deed and otherwise in such manner
            as you may require.

8           I/We hereby irrevocably appoint you, and each and every person to
            whom you shall from time to time have delegated the exercise of the
            power of attorney conferred by this paragraph 8 to be my/our
            attorney or attorneys and in my/our name and otherwise on my/our
            behalf and as my/our act and deed to sign, seal, execute, deliver
            and perfect and do all other deeds, instruments, acts and things
            which may be required (or which you shall consider requisite) for
            carrying out any obligation imposed on me/us by or pursuant to this
            Undertaking (including, any covenants for further assurance implied
            by section 1(2) of the Law of Property (Miscellaneous Provisions)
            Act 1994, which shall be deemed to be within this power as if I/we
            had legally mortgaged the Nominee Securities to you with full title
            guarantee) for carrying any sales or other dealing by you into
            effect, for conveying or transferring any legal estate, entitlement
            or other interest in the Nominee Securities or otherwise howsoever
            and generally for enabling you to exercise the respective powers
            conferred on you by or pursuant to this Undertaking or the Deed, as
            the case may be, or by law. You shall have full power to delegate
            the power conferred on you by this paragraph 8, but no such
            delegation shall include the subsequent exercise of such power by
            you or preclude you from making a subsequent delegation of such
            power to some other person. Any such delegation may be revoked by
            you at any time.

9           I/We shall ratify and confirm all transactions entered into by you
            or any delegate of yours in the exercise or purported exercise of
            the respective powers of any such person and all transactions
            entered into, documents executed and things done by you or any
            delegate by virtue of the power of attorney given by paragraph 8
            above.

10          The power of attorney granted by this Undertaking is granted
            irrevocably and for value as part of the security constituted by
            this Undertaking and the Deed to secure the proprietary interest of,
            and the performance of obligations owed to, to respective donee(s)
            within the meaning of the Powers of Attorney Act 1971.

11          This Undertaking shall be governed by and construed in accordance
            with English law.

<PAGE>

IN WITNESS whereof I/we have caused this Undertaking to be executed as a deed
the day and the year first before written.

SIGNED and DELIVERED                  )
by [NAME OF NOMINEE]                  )
in the presence of:                   )

Witness' Signature            ___________________________

Name in blocks letters        ___________________________

Address                       ___________________________
                              ___________________________
                              ___________________________
                              ___________________________

Occupation                    ___________________________

<PAGE>

                                  THE APPENDIX

                             THE NOMINEE SECURITIES

<TABLE>
<CAPTION>
                                 ISSUED SHARE         DESCRIPTION AND NUMBER    SHARE CERTIFICATE
       NAME OF COMPANY             CAPITAL                  OF SHARES               NUMBER(s)
       ---------------             -------                  ---------               ---------
<S>                             <C>                   <C>                       <C>

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</TABLE>

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