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                                                                EXHIBIT 10(l)(2)

[BANK OF AMERICA LOGO]
                                                          AMENDMENT TO DOCUMENTS


                   AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENT

This Amendment No. 1 (the "Amendment") dated as of ______January 31_______,
2001, is among Bank of America, N.A. (the "Bank"), Ashworth, Inc. ("Borrower
1"), Ashworth Store I, Inc. ("Borrower 2"), Ashworth Store II, Inc. ("Borrower
3"), Ashworth International, Inc. ("Borrower 4") and Ashworth U.K., Ltd.
("Borrower 5") (Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Borrower 5
are sometimes referred to collectively as the "Borrowers" and individually as
the "Borrower").

                                    RECITALS

        A. The Bank and the Borrowers entered into a certain Business Loan
Agreement dated as of June 1, 2000 (the Agreement").

        B. The Bank and the Borrowers desire to amend the Agreement.

                                    AGREEMENT

        1. DEFINITIONS. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

        2. AMENDMENTS. The Agreement is hereby amended as follows:

                2.1 Subparagraph 1.1(a) of the Agreement is amended to read in
                its entirety as follows:

                        "(a)    During the availability period described below,
                                the Bank will provide a line of credit to the
                                Borrowers. The amount of the line of credit (the
                                'Facility No. 1 Commitment') is equal to the
                                amount indicated for each period specified
                                below:

<TABLE>
<CAPTION>

                           Period                                               Amount
                           ------                                               ------
                           <S>                                                  <C>
                           From the date of this Agreement
                           through February 28, 2001                            $25,000,000.00

                           From March 1, 2001 through
                           June 1, 2001                                         $35,000,000.00

                           From June 2, 2001 through
                           February 28, 2002                                    $25,000,000.00

                           From March 1, 2002 to
                           May 1, 2002                                          $35,000,000.00"
</TABLE>

                2.2 Paragraph 8.3 of the Agreement is amended to read in its
                entirety as follows:

                        "8.3 QUICK RATIO. To maintain on a consolidated basis a
                        ratio of quick assets to current liabilities of at least
                        the amounts indicated for each period specified below:

                        Period                                       Ratio
                        ------                                       -----

                        From the date of this Agreement
                        through January 30, 2001                     1.2:1.0




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                        From January 31, 2001 through
                        April 30, 2001                               0.85:1.0

                        From May 1, 2001 through July 31, 2001
                        and each quarter thereafter                  1.10:1.0

                        Quick assets' means cash, short-term cash investments in
                        non-affiliated entities, net trade receivables and
                        marketable securities not classified as long-term
                        investments. 'Current liabilities' shall include (a) all
                        obligations classified as current liabilities under
                        generally accepted accounting principles, plus (b) all
                        principal amounts outstanding under revolving lines of
                        credit, whether classified as current or long-term,
                        which are not already included under (a) above."

                2.3 Paragraph 8.8 of the Agreement of the Agreement is amended
                to read in its entirety as follows:

                        "8.8 CAPITAL EXPENDITURES. With respect to all Borrowers
                        on an aggregate basis, not to spend (including the total
                        amount of any capital leases) more than the amounts
                        indicated for each period specified below to acquire
                        fixed assets:

                        Period                                     Amounts
                        ------                                     -------

                        Fiscal year ending October 31, 2000        $4,500,000

                        Fiscal year ending October 31, 2001        $8,500,000

                        Fiscal year ending October 31, 2002
                        and each fiscal year end thereafter        $5,000,000."

        3. REPRESENTATIONS AND WARRANTIES. When the Borrowers sign this
Amendment, each Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement except those events, if any, that have been disclosed in
writing to the Bank or waived in writing by the Bank, (b) the representations
and warranties in the Agreement are true as of the date of this Amendment as if
made on the date of this Amendment, (c) this Amendment is within each Borrower's
powers, has been duly authorized, and does not conflict with any of its
organizational papers, and (d) this Amendment does not conflict with any law,
agreement, or obligation by which any Borrower is bound.

        4. FEE. Concurrently with the execution of this Amendment, the Borrower
will pay an amendment fee of Two Thousand Five Hundred Dollars ($2,500).

        5. EFFECT OF AMENDMENT. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.

        This Amendment is executed as of the date stated at the beginning of
this Amendment.

BANK OF AMERICA, N.A.                        ASHWORTH, INC.


By: /s/Susan J. Pepping                      By: /s/Terence W. Tsang
   ---------------------
    Susan J. Pepping, Vice President
                                             ASHWORTH STORE I, INC.


                                             By: /s/Terence W. Tsang



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ASHWORTH STORE II, INC.


By: /s/Terence W. Tsang


ASHWORTH INTERNATIONAL, INC.


By: /s/Terence W. Tsang


ASHWORTH UK, INC.


By: /s/Terence W. Tsang


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