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                                                                Exhibit 10(z)(5)

                                DEED OF HYPOTHEC
                     ON THE UNIVERSALITY OF MOVABLE PROPERTY

BETWEEN:    ASHWORTH, INC., a Delaware corporation, having its head office at
            2765 Loker Avenue West, Carlsbad, California, 92008, U.S.A.

            (the "GRANTOR")

AND:        UNION BANK OF CALIFORNIA, N.A., a national banking association under
            the federal laws of the United States, having an office at 530 B
            Street, Suite 1050, San Diego, California, 92101-4407, U.S.A.

            (Union Bank of California, N.A., acting for itself and as agent and
            solidary creditor for the benefit of the Lenders under the
            hereinafter defined Credit Agreement hereinafter referred to as the
            "AGENT")

WHO HAVE DECLARED AS FOLLOWS:

WHEREAS the Grantor as Borrower, the financial institutions listed in the
signature pages thereto, as Lenders, and the Agent have been or will be entering
into contemporaneously herewith a revolving/term loan credit agreement
providing, inter alia, for credit facilities in an initial amount not to exceed
US $55,000,000 to be made available thereunder by the Lenders to the Grantor,
subject to the terms and conditions therein set forth (said credit agreement as
same may be amended, restated, supplemented or otherwise modified from time to
time, being hereinafter referred to as the "CREDIT AGREEMENT"); all capitalized
words and expressions used herein shall have the same meaning as ascribed
thereto in the Credit Agreement, unless otherwise defined herein or unless the
context otherwise requires;

WHEREAS the Grantor has agreed to grant a hypothec on the Hypothecated Property
(as such expression is hereinafter defined) in favour of the Agent to secure,
inter alia, the Grantor's obligations to the Lenders and the Agent pursuant to
the Credit Agreement;

WHEREAS pursuant to Section 9.12 of the Credit Agreement, the Agent, on one
hand, and each Lender, respectively, on the other hand, have been or will be
conferred the legal status of solidary creditors of the Loan Parties in respect
of all amounts, liabilities and other obligations owed by each of the Loan
Parties to the Agent and each such Lender, respectively, under the Credit
Agreement and the other Loan Documents, the whole in accordance with Article
1541 of the Civil Code of Quebec;

AND WHEREAS the Agent, as solidary creditor for the benefit of the Lenders, has
the authority to hold any and all Liens created by the Security Agreements or
any other Loan Document on the Facility Collateral, for the payment and
performance of all obligations to the Agent and the Lenders of the Obligated
Parties arising under or in connection with the Credit Agreement and the other
Loan Documents;

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NOW, THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1.    SECURED OBLIGATIONS

      The hypothec granted by this deed secures the performance of the following
      obligations (hereinafter collectively called the "OBLIGATIONS"):

      1.1   the prompt payment, as and when due and payable, of all amounts in
            principal, interest, fees, costs or otherwise now or hereafter owing
            by the Grantor to the Agent and the Lenders under the Credit
            Agreement or any other Loan Document to which the Grantor is or may
            become a party;

      1.2   the strict performance and observance by the Grantor of all
            agreements, warranties, representations, covenants and conditions of
            the Grantor made pursuant to this deed, the Credit Agreement, any
            Loan Document to which the Grantor is or may become a party or any
            other agreement between the Grantor and the Agent or any Lender all
            as now in effect or as hereafter entered into or amended; and

      1.3   the prompt payment, as and when due and payable, of all other
            amounts now or hereafter owing by the Grantor to the Agent and the
            Lenders, including by way of guarantee or indemnity, whether now
            existing or hereafter incurred, matured or unmatured, direct,
            indirect or contingent, including any extensions and renewals
            thereof and including the payment of all amounts payable hereunder
            and the legitimate costs that the Agent or any Lender may incur to
            recover the obligations secured hereby and to preserve the
            Hypothecated Property (as such expression is hereinbelow defined).

2.    HYPOTHEC

      2.1   Amount of Hypothec

            To secure the performance of the Obligations, the Grantor hereby
            hypothecates in favour of the Agent the property described in
            Section 2.2 hereof for the sum of one hundred thirty seven million
            five hundred thousand Canadian dollars (CDN $137,500,000) bearing
            interest at the rate of twenty-five percent (25%) per annum from the
            date hereof, compounded annually.

      2.2   Description of Hypothecated Property

            The hypothec charges the universality of all the Grantor's movable
            property, present and future, corporeal and incorporeal, of
            whatsoever nature and kind and wheresoever situated (hereinafter
            collectively called the "HYPOTHECATED PROPERTY"), including, without
            limitation, all tools and equipment pertaining to the enterprises of
            the Grantor, all claims and customer accounts, all securities, all
            patents, trademarks and other intellectual property rights and all
            corporeal movables included in the assets of any of the Grantor's
            enterprises kept for sale,

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            lease or processing in the manufacture or transformation of property
            intended for sale, for lease or for use in providing a service.

      2.3   Interpretation

            The parties hereto acknowledge and confirm as follows:

            2.3.1 that the hypothec created on the Hypothecated Property
                  pursuant to this deed is not and shall not be construed as a
                  floating hypothec within the meaning of articles 2715 et seq.
                  of the Civil Code of Quebec;

            2.3.2 that the hypothec constituted hereunder will remain in full
                  force and effect for the full amount stipulated in Section 2.1
                  hereof until such time' s an express written discharge is
                  executed by the Agent and delivered to the Grantor. The
                  hypothec, security and rights hereby created in favour of the
                  Agent will not be extinguished, reduced, novated or otherwise
                  affected by any payments made to or amounts received by the
                  Agent, directly or indirectly, from the Grantor or any other
                  party or as a result of any insurance indemnities arising from
                  loss or damage to any of the Hypothecated Property or by
                  reason of the collection of any claims hypothecated hereunder;
                  and

            2.3.3 that should the Obligations at any time be fully extinguished
                  without an express discharge of the hypothec created hereunder
                  having been granted, and should any new Obligations arise, the
                  security created hereunder will secure such new Obligations in
                  the same manner and to the same extent as if there had never
                  occurred an extinction of any of the Obligations and the
                  Grantor is and shall remain obligated under the provisions
                  hereof. The Grantor shall be deemed to have obligated itself
                  for such new Obligations pursuant to the provisions hereof and
                  the hypothec herein created shall secure such new Obligations
                  as contemplated by Article 2797 of the Civil Code of Quebec.

3.    GRANTOR'S UNDERTAKINGS

      3.1   Alienation

            Unless the Agent gives its prior written consent or unless otherwise
            permitted under the Credit Agreement, the Grantor agrees not to
            alienate, lease or otherwise dispose of any of the Hypothecated
            Property outside the ordinary course of business of its enterprise.

      3.2   Transformation

            The Grantor may not, without the Agent's prior written consent,
            transform any of the movables forming part of the Hypothecated
            Property either by incorporating such movables into an immovable or
            by combining or mixing them with other movables so as to form new
            property, unless such immovable or new property are

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            themselves subject or made subject to the hypothec hereby granted or
            unless such transformation is made in the ordinary course of
            operating an enterprise of the Grantor that is engaged in the
            business of manufacturing or transforming property. In no event,
            however, may the Grantor transform any such property where such
            transformation would result in the Agent's security or rights
            hereunder, including in particular their rank, being diminished.

            In the event of any such transformation, even without the Agent's
            authorization, the Grantor (who shall not be relieved of the default
            resulting from the failure to obtain authorization) shall
            immediately inform the Agent of the details of such transformation
            and shall in particular provide the Agent with a description of the
            property thereby affected, the name and address of the owner of the
            property that may result therefrom and the address where such
            property is located.

4.    PROVISIONS APPLICABLE TO THE HYPOTHEC ON CLAIMS

      The following provisions apply to claims owed to the Grantor and
      hypothecated in favour of the Agent, including present and future rents
      payable under current and future leases affecting all or part of the
      Hypothecated Property.

      4.1   Collection

            Except for those claims consisting of securities pledged to the
            Agent, the Grantor shall have authority to collect payments of
            interest and repayments of capital made on the claims included in
            the Hypothecated Property hypothecated in favour of the Agent
            pursuant to this deed, as they fall due. The Agent may withdraw this
            authorization by written notice at any time after the occurrence of
            and during the continuance of an Event of Default. Notwithstanding
            the foregoing, the Agent may at any time after the occurrence and
            during the continuance of an Event of Default, take all necessary
            steps to set up this hypothec against the debtors of the
            hypothecated claims. In such event, the Grantor undertakes to remit
            to the Agent, upon request, all titles, documents, registers,
            invoices and accounts evidencing the claims or relating thereto,
            whatever the nature of their medium and whatever the form in which
            they are accessible, whether written, graphic, taped, filmed,
            computerized, or other.

            Any payment received by the Grantor on account of any hypothecated
            claim other than pursuant to the foregoing authorization shall be
            received for the Agent's account, shall not entitle the Grantor to
            the amounts collected and shall be kept separate from the Grantor's
            other property at all times and remitted forthwith by the Grantor to
            the Agent without compensation.

            Notwithstanding the provisions of Section 3.1 hereof, the Grantor is
            not authorized to alienate any claim forming a part of a
            universality of claims hypothecated in favour of the Agent without
            the latter's prior written consent or as otherwise permitted by the
            Credit Agreement.

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      4.2   Agent's Rights

            The Agent shall not be obliged to exercise its rights to the
            hypothecated claims or to ensure their recovery from the debtors,
            whether by legal proceedings or otherwise. Should the Agent decide
            to collect the hypothecated claims, it shall be at liberty to
            negotiate such arrangements as it deems appropriate with the debtors
            or third parties, to enter into agreements with them with respect to
            the claims and any security securing the claims, and even to waive
            the claims and such security, the whole without the Grantor's
            consent or intervention, and the Agent shall not thereby incur any
            liability toward or be accountable to the Grantor. Unless the
            Grantor so requests in writing, the Agent shall not be obliged to
            inform the Grantor of any irregularity in the payment of any amounts
            due on the claims. Apart from its obligation to remit to the Grantor
            any sums collected over and above the amount of the Obligations in
            principal, interest and costs, the Agent shall not be accountable to
            the Grantor with respect to the status of the collections made or
            any transactions and arrangements entered into.

      4.3   Information

            The Agent may, at its discretion, verify the existence and status of
            the claims at any time. The Grantor shall provide the necessary
            assistance and information for this purpose and shall take such
            action in this respect as the Agent may reasonably request: in
            particular, it shall allow the Agent and its agents, upon seven
            days' prior notice, so long as no Event of Default shall have
            occurred and be continuing, to enter the premises occupied by the
            Grantor and to consult the Grantor's accounting books and registers
            as well as any document relating to the claims and make copies
            thereof.

            At any time after the occurrence and during the continuance of an
            Event of Default, the Grantor specifically authorizes the Agent to
            communicate with any third party in order to obtain or transmit any
            personal information and any information relating to the claims and
            to the Grantor for the purpose of verifying and collecting the
            claims.

            Where the hypothec granted by this deed affects a claim that is
            itself secured by a registered hypothec, the Grantor shall inform
            the Agent accordingly and shall supply all the information that the
            Agent may request in this connection.

      4.4   Financial Administration Act (Canada)

            Where any of the claims are subject to the provisions of the
            Financial Administration Act (Canada), the Grantor hereby sells,
            assigns and transfers the same absolutely to the Agent so that, upon
            a withdrawal of authorization as referred to in Section 4.1 hereof,
            the Agent shall be free to complete the formalities required to make
            such assignment fully enforceable.

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5.    POSSESSION OF PROPERTY

      This deed creates a hypothec without delivery.

6.    DEFAULT

      6.1   Events of Default

            The Grantor shall be considered in default upon the occurrence of
            any of the following events:

            6.1.1 an Event of Default under the Credit Agreement;

            6.1.2 should the Grantor default in the performance of the
                  Obligations or to comply with any of its obligations or
                  undertakings under this deed;

            6.1.3 should the Agent receive from any present or future guarantor
                  of all "or any of the Obligations a notice purporting to
                  terminate or limit such guarantor's liability under its
                  guarantee.

      6.2   Effects

            Without limiting its right, at any time and at its discretion, to
            demand payment of any Obligations payable on demand and without
            prejudice to any rights and remedies which it has pursuant to
            agreements with the Grantor or at law (in particular with respect to
            hypothecated claims), the Agent, upon the occurrence of any of the
            events listed in Section 6.1 hereof, may demand immediate and full
            payment of the amounts owing on account of the Obligations, which
            shall forthwith become due and payable, and exercise, at its
            discretion, without restriction and without any prior notice other
            than such notices as are required by law, any rights and remedies
            which it has pursuant to this deed or at law, including, in
            particular, the following hypothecary rights:

            -     taking of possession for purposes of administration;

            -     taking in payment;

            -     sale by the Agent;

            -     sale by judicial authority.

      6.3   Agent's Rights

            Irrespective of the particular remedy exercised by the Agent in the
            event of the Grantor's default, the following provisions shall apply
            in addition to any provisions that may by law apply in the
            circumstances, the Grantor expressly agreeing thereto:

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            6.3.1 the Grantor undertakes to voluntarily surrender the
                  Hypothecated Property to the Agent upon request, and agrees
                  not to put any impediment in the way of, but rather to
                  facilitate by all legal means, the exercise of the powers
                  hereby granted to the Agent and not to interfere therewith; in
                  addition, the Agent may, but shall not be obliged to, conduct
                  a verification of the Hypothecated Property, assemble or move
                  any of such property or take proceedings or do or take any act
                  or action in relation to the Hypothecated Property that it may
                  deem advisable, the whole at the Grantor's expense;

            6.3.2 the Agent may, in addition, at its discretion and at the
                  Grantor's expense, whether after the Grantor has surrendered
                  the Hypothecated Property and until the Agent has exercised
                  the hypothecary right which it intends to exercise, or whether
                  after the Agent has chosen to take possession of the
                  Hypothecated Property for purposes of administration, use or
                  operate all or any part of the Hypothecated Property (without
                  being obliged to make such property productive), change the
                  destination of or alienate such property by onerous title
                  (except for Hypothecated Property of little value) or charge
                  such property with a hypothec or other real right, enter into
                  or renew any leases for such amounts and on such terms and
                  conditions as the Agent deems appropriate, make any repairs or
                  renovations or undertake or complete any work;

            6.3.3 the Agent may, in the exercise of its rights, renounce any
                  right belonging to the Grantor, even where no valuable
                  consideration is received;

            6.3.4 the Agent shall not be bound to make an inventory, take out
                  insurance or furnish other security to secure the performance
                  of its obligations;

            6.3.5 the Agent may, at its discretion, take possession, through its
                  officers, agents or mandataries, of all or any part of the
                  Hypothecated Property, with full power to carry on, manage and
                  conduct the Grantor's business; the Agent may use the
                  Hypothecated Property or any information that it obtains by
                  reason of its administration for its own benefit;

            6.3.6 the Grantor, through its officers and directors, shall
                  forthwith execute such documents and transfers as may be
                  necessary to place the Agent in legal possession of the
                  Hypothecated Property and the business of the Grantor in
                  connection therewith, and thereupon all the powers, functions,
                  rights and privileges of each and every one of the directors
                  and officers of the Grantor shall cease and terminate with
                  respect to the Hypothecated Property;

            6.3.7 the Agent shall not be obliged to render an account with
                  respect to its actions in the exercise of its hypothecary
                  rights, except as stipulated by law. Should the Agent see fit
                  to render an account, it may do so in summary fashion;

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            6.3.8  for the purpose of exercising any of its rights, the Agent
                   may make use of any premises on which the Hypothecated
                   Property is located, the whole at the Grantor's expense;

            6.3.9  the Agent may, at its discretion, decide to sell and dispose
                   of the Hypothecated Property as a whole or in separate
                   parcels, by tender, public auction or private contract, on
                   such date and on such terms and conditions as the Agent may
                   stipulate, after giving such prior notices as are required by
                   articles 2784 and following of the Civil Code of Quebec, and
                   the Agent may make such sale for cash or credit upon such
                   reasonable conditions as to upset or reserve bid or price and
                   as to terms of payment as it may deem proper, and may rescind
                   or vary any contract of sale that may have been entered into
                   and resell such property under any of the powers conferred by
                   this deed, adjourn any such sale from time to time and
                   execute and deliver to the purchaser or purchasers of the
                   said property or any part thereof good and sufficient deed or
                   deeds for the same, the Grantor hereby giving the Agent an
                   irrevocable power of attorney for the purpose of making such
                   sale and executing such deeds, and any such sale made as
                   aforesaid shall be a perpetual bar in law and in equity
                   against the Grantor and its assigns and against any other
                   persons who may claim the said property or any part thereof
                   from the Grantor or its assigns; and

            6.3.10 the Agent, or its agents or representatives, may become
                   purchasers at any sale of the Hypothecated Property, whether
                   made under the power of sale herein contained or pursuant to
                   foreclosure or other legal proceedings.

7.    MISCELLANEOUS PROVISIONS

      7.1   Nature of the Obligations

            Each of the Obligations of the Grantor is indivisible.

      7.2   Nullity of a Provision

            In the event that any provision of this deed is declared null and
            void or is deemed not to have been written, the other provisions of
            this deed shall be severable from such provision and shall continue
            to have full force and effect.

      7.3   Application of Payments

            Any insurance indemnity, as well as any other amount or other
            property received by the Agent in the exercise of the rights
            conferred upon it by this deed or by law or in any other manner with
            respect to any of the Hypothecated Property, may be

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            retained by the Agent as Hypothecated Property or applied to the
            payment of the Obligations, whether or not they are due. Any amount
            collected by the Agent, even on account of the voluntary performance
            of the Obligations, shall be applied at the Agent's discretion, and
            the Agent may vary such application from time to time, in whole or
            in part, as it sees fit.

            Should any of the Hypothecated Property or its proceeds be in a
            currency different from that of the Obligations, the Agent is hereby
            authorized to convert the amount or the claim in question into the
            currency of the Obligations at the Agent's rate of exchange for the
            currencies concerned on the date the payment is applied or on such
            other date as the Agent deems appropriate.

      7.4   Rights Cumulative and Exercise of Remedies

            The rights hereby created are in addition to and not in substitution
            for any other right or security held by the Agent including, without
            limitation, under the Credit Agreement. The exercise by the Agent of
            any of its rights and remedies shall not prevent it from exercising
            any other right or remedy conferred upon it by this deed or any
            other security or by law.

            The Agent may, separately or successively, exercise the rights
            conferred upon it by this deed on any part of the Hypothecated
            Property, without being obliged to do so on the entire Hypothecated
            Property and without prejudice to its rights and remedies with
            respect to the remaining Hypothecated Property, and it shall not be
            in any way obliged to exercise its rights and remedies against any
            other person liable for the Obligations or to realize any other
            security securing the Obligations.

            The Agent may delegate the exercise of its rights or the performance
            of its obligations arising from this deed to another person and may
            in such case supply to such other person any information that it
            holds on the Grantor or on the Hypothecated Property.

      7.5   Notice of Default

            The mere expiry of the time limit for performing any of the
            Obligations shall serve to put the Grantor in default, without any
            notice or demand being required for that purpose.

      7.6   Waivers

            The Grantor may not claim that an act or omission by the Agent
            constitutes or implies a waiver of its right to invoke a default by
            the Grantor or to assert a right arising out of such default, unless
            the Agent has expressly so stated after the occurrence of the
            default.

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      7.7   Power of Attorney

            The Grantor hereby grants to the Agent and each of its officers,
            agents, correspondents or mandataries, including any depositary, an
            irrevocable power of attorney with full powers of substitution and
            revocation, to do, make and execute, for the Grantor and in its
            name, all such deeds, documents, transfers, assignments, hypothecs,
            assurances, consents and things as the Agent may deem necessary or
            appropriate to be done, made or executed by the Grantor to protect
            the Agent's rights hereunder and/or preserve the Hypothecated
            Property and to give effect to all the provisions of this deed and
            the documents and other acts, matters and things that the Grantor
            has agreed to do, make and execute or that may be required in the
            exercise of the powers conferred upon the Agent by this deed, and in
            particular, without limiting the generality of the foregoing, to
            obtain from any taxation authority at any time, if deemed useful,
            any information necessary to allow the Agent to determine the amount
            of the Grantor's indebtedness to such taxation authorities. The
            Grantor also grants to each of such persons holding its power of
            attorney the right to use its name whenever they may deem it
            necessary or appropriate to do so for the purposes hereof and the
            Grantor further ratifies and confirms, and undertakes to ratify and
            confirm, all acts and actions done or taken by each of such persons
            in connection herewith.

      7.8   Indemnification

            The Grantor hereby agrees and undertakes to indemnify the Agent and
            save and hold it harmless from and against any and all losses,
            expenses, costs and liabilities (including reasonable legal fees and
            disbursements) that the Agent or any of its mandataries or persons
            holding its power of attorney may sustain or incur in the exercise
            of the powers and rights conferred upon the Agent hereunder except
            to the extent any such loss, expense, cost or liability results from
            the gross negligence or wilful misconduct of the Agent.

      7.9   Election of Domicile

            Any service, notice or demand shall be given or made upon the
            Grantor at the latter's address indicated in the appearance Section
            hereof or at the last address communicated in writing by the Grantor
            to the Agent.

      7.10  Interpretation

            References herein to gender shall include all genders and the
            singular shall include the plural and vice versa, as required by the
            context.

      7.11  Further Assurances

            The Grantor hereby agrees to do, make and execute, at its own
            expense, all such deeds, documents and things as may be necessary or
            advisable, in the opinion of the Agent's legal counsel, to give
            effect to the provisions of this deed, including without limiting
            the generality of the foregoing, in order that a valid and

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            enforceable hypothec be created and maintained on any property
            forming part of the Hypothecated Property as of the execution of
            this deed or at any time in the future.

      7.12  Divisions and Titles

            The division of this deed into sections and subsections and the
            insertion of titles are for ease of reference only and shall not
            influence its meaning or construction.

      7.13  Applicable Law

            This deed shall be governed and construed in accordance with the
            laws in force in the Province of Quebec.

      7.14  Explanation of Contract

            The Grantor confirms that the Agent has provided it with adequate
            explanations concerning the nature and scope of this deed and that
            it has had an opportunity to consult a lawyer, notary or other
            adviser in connection therewith.

      7.15  Counterparts

            This deed may be executed in any number of counterparts each of
            which when executed and delivered is an original but all of which
            taken together constitute one and the same instrument; any party may
            execute this deed by signing any counterpart of it.

      7.16  Language

            The parties hereto confirm that it is their wish that this deed and
            all documents relating thereto, including notices, be drawn up in
            the English language. Les parties aux presentes confirment leur
            volonte que cet acte de meme que tous documents, y compris tous
            avis, s'y rapportant soient rediges en langue anglaise.

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IN WITNESS WHEREOF, the parties hereto have executed this deed at Carlsbad,
State of California, as of the __ day of _________, 2004.

                                     ASHWORTH, INC.

                                     By:_______________________________________
                                              Terence W. Tsang

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

                                     UNION BANK OF CALIFORNIA, N.A., AS AGENT

                                     Per:   ____________________________________
                                     Name:  ____________________________________
                                     Title: ____________________________________

                                     Per:   ____________________________________
                                     Name:  ____________________________________
                                     Title: ____________________________________

  [SIGNATURE PAGE TO DEED OF HYPOTHEC ON THE UNIVERSALITY OF MOVABLE PROPERTY]