<PAGE>

                                                                Exhibit 10(i)(6)

                              DATED APRIL 24, 2003
                              --------------------

                                 ASHWORTH, INC.

                                  AS MORTGAGOR

                                       AND

                              BANK OF AMERICA, N.A.

                               AS SECURITY TRUSTEE

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

                             EQUITABLE MORTGAGE OVER
                                   SECURITIES

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

                              BARLOW LYDE & GILBERT
 BEAUFORT HOUSE 15 ST BOTOLPH STREET LONDON EC3A 7NJ TELEPHONE +44 [0] 20 7247
                         2277 FAX +44 [0] 20 7643 8504
                     WEBSITE WWW.BLG.CO.UK DX 155 LONDON CDE

<PAGE>

                                    CONTENTS

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

2        CHARGING PROVISIONS..........................................................................   3

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

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

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

6        ENFORCEMENT..................................................................................   8

7        VARIATION AND EXTENSION OF STATUTORY POWERS..................................................   9

8        CONTINUING SECURITY..........................................................................  10

9        FURTHER ASSURANCE AND POWER OF ATTORNEY......................................................  11

10       RELEASE OF INVESTMENTS.......................................................................  12

11       INDEMNITIES..................................................................................  12

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

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

14       CURRENCY.....................................................................................  14

15       NOTICES......................................................................................  14

16       SET-OFF......................................................................................  14

17       TRUSTEE PROVISIONS...........................................................................  15

18       COUNTERPARTS.................................................................................  20

19       LAW AND JURISDICTION.........................................................................  20

SCHEDULE

1        THE SECURITIES...............................................................................  23

2        FORM OF NOMINEE UNDERTAKING..................................................................  24
</TABLE>

<PAGE>

THIS DEED is made on April 24, 2003

BETWEEN:

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

(2)      BANK OF AMERICA, N.A. acting through its office at 800 Fifth Avenue,
         Floor 37, Seattle, WA 98104, Mail Code WA1-501-37-20 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 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, Bank
         of America 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 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;

                                       1

<PAGE>

         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 "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.

                                       2

<PAGE>

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 reenacted 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, 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.

                                       3

<PAGE>

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
                  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

<PAGE>

         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;

         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

<PAGE>

         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
                  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

                                       6

<PAGE>

                  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.

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, 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.

                                       7

<PAGE>

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 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.

                                       8

<PAGE>

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.

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

                                       9

<PAGE>

         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 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

                                       10

<PAGE>

         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.

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

                                       11

<PAGE>

         (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
         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.

                                       12

<PAGE>

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 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

                                       13

<PAGE>

         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 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).

                                       14

<PAGE>

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
         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.

                                       15

<PAGE>

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.

17.7     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:

                                       16

<PAGE>

         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;

         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

                                       17

<PAGE>

                           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

                  (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;

         17.10.8  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;

         17.10.9  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;

                                       18

<PAGE>

         17.10.10 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 sub-delegate; and

         17.10.11 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

                                       19

<PAGE>

         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.

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, BS1 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

                                       20

<PAGE>

         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 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.

                                       21

<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.

/s/Terence W. Tsang
Name:  Terence W. Tsang
Title: Executive Vice President, Chief
       Operating Officer, Chief Financial
       Officer, Chief Accounting Officer
       and Treasurer of Ashworth, Inc.

Address: 2765 Loker Avenue
         W. Carlsbad CA 92008
         USA

Fax:     (760) 476-8438

THE SECURITY TRUSTEE

SIGNED for and on behalf of
BANK OF AMERICA, N.A. as
Security Trustee by:

/s/Ken Puro
Name:  Ken Puro
Title: Vice President

Address: 800 Fifth Avenue, Floor 37
         Seattle, WA 98104
         Mail Code : WA1-501-37-20

Fax:     (206) 358-0971

                                       22

<PAGE>

                                   SCHEDULE 1

                                 THE SECURITIES

<TABLE>
<CAPTION>
                                  ISSUED SHARE               DESCRIPTION AND            SHARE CERTIFICATE
    NAME OF COMPANY                 CAPITAL                 NUMBER OF SHARES                 NUMBER(s)
----------------------------------------------------------------------------------------------------------
<S>                               <C>                       <C>                         <C>
  Ashworth U.K.,                    L205,000                205,000 Ordinary                 1, 2, 3, 4
Limited (Company                                            Shares of L1 each
  No: 02862712)
</TABLE>

                                       23

<PAGE>

                                   SCHEDULE 2

                           FORM OF NOMINEE UNDERTAKING

To:      Bank of America, 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 any other rights forming part of the Nominee
         Securities other than in accordance with the terms of the Deed.]

                                       24

<PAGE>

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.

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

                                       25

<PAGE>

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

Witness' Signature      ...................

Name in block capitals  ...................

Address                 ...................
                        ...................
                        ...................
                        ...................

Occupation              ...................

                                       26

<PAGE>

                                  THE APPENDIX

                             THE NOMINEE SECURITIES

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

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

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

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

--------------------------------------------------------------------------------------------------------------
</TABLE>

                                       27