TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
PROBLEM: Exhibit 4(b)(ii).3

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                        Maintenance and support contract                               for SICAP(R) modules                                 PPB, VCA and OTA

                              dated 10 October 2000

    This contract replaces in full the Annex 7 Maintenance and Support for         SICAP(R) modules PPB, VCA and OTA and Sun Hardware which was an            integral part of the original Swisscom PURCHASE & LICENSE                    CONTRACT, made effective on 06 April 1998.

concluded between:                                                      EuroTel

 Bratislava a.s., Stefanikova 17, PO Box 54, 838 01 Bratislava 38, Slovakia and           Sicap Ltd, Bernstrasse 34, 3072 Ostermundigen, Switzerland.

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                                Table of contents

1   INTRODUCTION                                                               4

  1.1 Standard service                                                         4

  1.2 Over all responsibilities                                                4

  1.3 Additional service on request (as per clause 5)                          5

2   PROCEDURES FOR SUPPORT                                                     5

  2.1 Hotline ISC SICAP(R)(Case of incidents)                                  5

  2.2 Procedures for incidents                                                 5

  2.3 Main flowchart                                                           6

3   RESPONSE TIME                                                              8

  3.1 Response time for hotline                                                8     3.1.1 Working hours at Sicap Ltd                                           8

  3.2 Emergency priority                                                       8

4   CHANGE MANAGEMENT                                                          9

  4.1 Responsibilities                                                         9

  4.2 Procedures                                                               9

5   ADDITIONAL SUPPORT                                                         9

  5.1 Remote support outside working hours                                    10

  5.2 On-site support                                                         10

6   PRICING                                                                   10

  6.1 Pricing for standard service                                            10

  6.2 Pricing for additional support                                          11

7   GENERAL TERMS AND CONDITIONS FOR MAINTENANCE AND SUPPORT                  12

  7.1 Introduction                                                            12

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  7.2 Definitions                                                             12

  7.3 Remuneration                                                            13     7.3.1 Prices                                                              13     7.3.2 Price adjustments                                                   13     7.3.3 Costs and expenses                                                  13

  7.4 Co-operation by EuroTel                                                 14

  7.5 Term and termination                                                    14

  7.6 Liability                                                               15





  7.7 Assignment                                                              15

  7.8 Changes to the contract                                                 15

  7.9 Counterparts                                                            16

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1     Introduction

      Sicap Ltd provides to EuroTel a standard service for the SICAP(R) PPB, VCA       and OTA modules.

      EuroTel can also request additional support which is not part of the       offered standard support and is subject to a separate quotation and       ordering procedure as described in Article 5.

1.1   Standard service

      The following services are included for the SICAP(R) PPB, VCA and OTA       modules

      o     HotLine support (resolving of incidents)

      o     20 hours telephone support (during office hours) per month. This             support includes every necessary support for the SICAP(R) PPB, VCA             and OTA (no accumulation of unused hours)

      o     Remote support via ISDN line (establishment and communication costs             to be paid by customer). Security can be guaranteed under the             following conditions: Firewall, only outgoing connections allowed

      o     Change Management

      The following service is charged:

      o     Installation costs if on-site support is required

      This Maintenance and Support contract does not include the following       cases:

      Bugs or problems in third party software or middleware, like for example       Veritas Cluster, Oracle, not-correct DB-management, faults of EuroTel's       system management, hidden modification and/or foreign       developments/adaptations of the SICAP application and/or the entire       prepaid system. Misuse will be charged at cost.

1.2   Over all responsibilities

      EuroTel is responsible for the initial fault tracing within the entire       prepaid system including first level maintenance, Sicap Ltd for second       level maintenance, as described under clause 1.1.

      First level of maintenance means all day by day activities in order to       have the entire prepaid system running under normal condition including       application administration, dB administration and system administration       (hardware & operating system).

      For second level of maintenance are intended all the activities needed to       have the SICAP(R) application running under unexpected conditions like       bugs, unexpected performance limitations, etc. (HW configuration and any       changes to be confirmed by Sicap Ltd)

      The clause 2.2 defines the procedure, which will allow EuroTel to qualify       problems within its own support organisation in order to achieve problem       resolution with Sicap Ltd support.

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      EuroTel will ensure that its personal is adequate trained to support the       entire SICAP(R) prepaid application.

1.3   Additional service on request (as per clause 5)

      o     On-site support       o     Remote support (not covered by Hotline)       o     Training after acceptance

2     Procedures for support

2.1   Hotline ISC SICAP(R) (Case of incidents)

      The HotLine can be reached as follows:

      Phone:

      +41 878 807 387 (24 hours, 7 days a week)





      Fax:

      +41 41 360 10 29

      Trouble Ticket:

      http:www.swissgsm.ch/gnats/SKEUROTEL

      (WEB based GNATS problem report system, used by ISC, Lucerne)

      EuroTel defines up to 5 system administrators from their own staff. They       must be trained for the following modules:

      o     SICAP(R)VCA       o     SICAP(R)PPB       o     SICAP(R)OTA

      Only these system administrators have the permission to use the HotLine       and the GNATS tool.

2.2   Procedures for incidents

      According to the priority request of EuroTel, ISC SICAP(R) (Installation       and Service Center) will contact the responsible engineer from Sicap Ltd       with its Subcontractor(s) immediately.

      The following procedures are applicable:

      1.    After the discovery of an incident, ISC SICAP(R) has to be notified             without delay by the Web based GNATS trouble ticket tool and by             phone (called HotLine).

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      2.    EuroTel shall use the HotLine number to report every incident.             Together with notification of the HotLine the following information             has to be provided:

            o     Date and time of incident occurrence             o     User domain, site domain, application domain             o     Configuration item detail and a full and accurate description                   of the incident             o     Priority of Incident

      3.    On request from Sicap Ltd, EuroTel has to provide the following             supplementary information:

            o     SICAP(R) modules VCA- or PPB- or OTA-logfile             o     System logfiles             o     all necessary information from the crashed system in                   electronic way (if possible ) like memory dumps.

      4.    On request from Sicap Ltd, EuroTel has to open the ISDN remote             access to the system to ISC SICAP(R)

2.3   Main flowchart

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          --------------------      ---------      ---------           System Administrator    \               \              /Project manager  ----  Incident ----- Priority           --------------------    / ---------     /---------                   |                                     |                   |                     ----------------|----------------  &sbsp;                |                     |               |                |                         ---------    -------      --------------   -----------                                                       GNATS         Incidents                         [GRAPHIC]    HotLine      trouble ticket   Information                         ---------    -------      --------------   -----------                   |                                     |                   |                                     |             --------------                              |                  RFC        /                           |              (request for   -------                     |                 change)     \     |                 ------------    ----------             --------------        ---------------\  ISC SICAP(R)     [GRAPHIC]                   |               |       |-------  ------------    ----------             --------------        |       |      /      |                 GNATS      ----------------             |             --------------        |                  --------                   |               |                  Response                   |               |                  --------             -------------- /      |                     |               Quotation    -------|                     |              (schedule &   \                            |             delivery plan)                              |             --------------                              |





                  |                                  --------                   |                                  Problem                   |                                  detected                   |                                  --------                   |                                     |                   |                           ----------|-----------                   |                           |         |           |                   |        Problem         -------   -------    -----------                   |        fixing          On-site    Remote    Explanation                   |        &               action     action     with Call,                   |        Installation                         E-Mail, Fax                   |                        -------   -------    -----------                   |                          |  |       |             |                   |                           --|-------|-------------                   |                             |                   |                             |                ---------                     --------        --------------                Quotation                \     Change      \  Problem solved                accepted   ---------------    accepted  ----                ---------                /    --------     /  --------------

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3     Response time

3.1   Response time for hotline

      The Response Time during the HotLine availability hours shall be the       following:

      --------------------------------------------------------------------------       Priority of reques    Availability              Response Time       --------------------------------------------------------------------------       emergency             24 hours, 7 days a week   4 hours       --------------------------------------------------------------------------       high                  during working hours      4 hours       --------------------------------------------------------------------------       medium                during working hours      next working day       --------------------------------------------------------------------------       low                   during working hours      day after next working day       --------------------------------------------------------------------------

      It is up to EuroTel to decide which priority occurs. In case of an obvious       misuse, Sicap Ltd has the right to charge the costs.

      Sicap Ltd will perform every possibility to make the system running as       soon as possible. Staff of EuroTel must be on-site on request of Sicap       Ltd.

3.1.1 Working hours at Sicap Ltd

      The working hours for Sicap Ltd, ISC are:

      08.00h - 18.00h except Saturday, Sunday and public holidays in       Switzerland.

      Public holidays in Switzerland are:

        New Year                           January 1st         Berchtoldsday                      January 2nd         St. Joseph's day                   (date is not fixed)         Good Friday                        Friday before Eastern         Easter Monday                      Monday after Eastern         Ascension day                      Thursday, 10 days before Whitsuntide         White Monday                       Monday after Whitsuntide         Corpus Christi                     (date is not fixed)         National Holiday                   August 1st         Assumption                         August 15th         St. Leodegar                       October 2nd         All Saints                         November 1st         Immaculate Conceptions             December 8th         Before Christmas day               December 24th after 12:00 am         Christmas day                      December 25th         Boxing day                         December 26th         Sylvester                          December 31st after 12:00 am

3.2   Emergency priority

      In an emergency case Sicap Ltd shall do every effort to make the SICAP(R)       application running within 24 hours after response. This also includes to       find temporary solution (work around) until the definitive acceptable       solution is implemented.

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      The following standard procedure shall apply in such a case:

      emergency case happens:





      +    4 hours:  Response from ISC       +   10 hours:  SICAP(R) application SW problem detected       +   10 hours:  SICAP(R) application SW problem solved.

      If Sicap Ltd is not successful within this time, Sicap Ltd's responsible       shall come on-site with the next available flight or train and manages the       recovery process on-site.

      During the whole process the system responsible of EuroTel must be on-site       and work according to the instructions of Sicap Ltd.

4     Change management

      All changes in the functionality of the SICAP(R) application of EuroTel       must be proceeded by a Request for Change (RFC).

      A RFC can be originated by Sicap Ltd or EuroTel and can relate to any       component in the SICAP(R) application.

      Changes can consist of:

      o     Patches       o     Releases (also named upgrades)

4.1   Responsibilities

      Under Change Management, Sicap Ltd has the responsibility to:

      o     collect and assess RFC's, resulting in a quotation and a schedule to             EuroTel       o     co-ordinate and communicate about progress on a weekly basis.

      EuroTel has the responsibility to:

      o     accept or decline the quotation and the delivery plan       o     accept the implemented change

4.2   Procedures

      o     All communication concerning changes shall be in writing or entered             in the ISC trouble ticketing system (GNATS)       o     All RFC's shall be addressed to Sicap Ltd       o     After placing an order based on Sicap Ltd's quotation, Sicap Ltd             implements the change according to the agreed schedule.

5     Additional support

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      Sicap Ltd can, on a case by case basis, provide support which is tailor       made to EuroTel's requirements. This support is not part of the standard       service and subject to availability and a separate quotation.

5.1   Remote support outside working hours

      EuroTel can request Remote Support outside working hours, e.g. for       installations, new releases, reconfiguration, migration activities. The       written request must be received by Sicap Ltd at least 10 working days       prior to its intended implementation. After confirmation, Sicap Ltd can       provide a detailed planning after consultation with EuroTel, including a       description of the service to be performed.

5.2   On-site support

      In case Remote support is not feasible or in case of explicit request from       EuroTel in certain cases Sicap Ltd can provide EuroTel with on-site       support. Such support is subject to a separate quotation by Sicap Ltd and       mutual agreement between both parties.

6     Pricing

6.1   Pricing for standard service

      --------------------------------------------------------------------------       Description for                  annual fee after the   annual fee for       0-50'000 subscriber              initial period         the first year                                                               (during warranty                                                               period),                                                               beginning with                                                               launch of service       --------------------------------------------------------------------------

      SICAP(R) modules VCA,            151'440.-- CHF         not applicable       PPB & OTA

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

      --------------------------------------------------------------------------       Additional price                 annual fee after the   annual fee for the       for each further lot of 50 000   initial period         first year (during &sbsp;                                                             warranty period),                                                               beginning with





                                                              launch of service       --------------------------------------------------------------------------

      SICAP(R) modules VCA, PPB & OTA  49'500.-- CHF          not applicable

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

      o     Additional lots of licenses shall just be charged from the beginning             of each six month period.

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6.2   Pricing for additional support

      --------------------------------------------------------------------------       Support service                                      Price       --------------------------------------------------------------------------       within Sicap Ltd working hours                       CHF 235.-- / hour       --------------------------------------------------------------------------       outside Sicap Ltd working hours                      CHF 352.50 / hour       --------------------------------------------------------------------------       Travel and accommodation expenses                    at cost       --------------------------------------------------------------------------

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7     General terms and conditions for maintenance and support

7.1   Introduction

      These General Terms and Conditions are applicable for the maintenance and       support services based on Service Levels Description which Sicap Ltd       provides for its SICAP(R) System. No deviations from these General Terms       and Conditions shall be valid unless expressly agreed in writing.

7.2   Definitions

      SICAP(R) software:

      Specific software which has been supplied by Sicap Ltd

      SICAP(R) module:

      Specific software component which is a part of the complete SICAP(R)       Software, but could be integrated separately or not

      System:

      Combination of third party hardware/software and SICAP(R) Software by       Sicap Ltd

      Change management:

      Management of change requests

      Configuration item:

      Component characteristic definition, as part of the system, which has been       defined for the customer specification

      Incident:

      A deviation from the normal behaviour of the System:

      o     Emergency Priority Incident             Critical, complete HA-System failure or a major impact on prepaid             functionality.             Priority Incident             Incident causing a major impact on the SICAP(R) System's             functionality. Conditions that prevent EuroTel normal business             operations from being carried out in timely manner.       o     Medium Priority Incident             Incident causing a partial or minor impact on the System's             functionality       o     Low Priority Incident             Incident having a low impact on the System's functionality such as             screen or report layout changes.

      Patch:

      A minor correction or adaptation to the SICAP(R) application software.

      Problem:

      A condition of the system, identified through incident(s) which indicates       an error for which the cause is yet unknown.

      Release / upgrade:





      A consistent set of software which provides major improvement and/or       extensions to the previous software on the System.

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      Response time:

      The time between the receipt of the notification by Sicap Ltd of an       incident or problem and the initiation by the HotLine of a solution for       the incident or problem.

      Subcontractor:

      A subcontractor of Sicap Ltd, supplying and supporting hardware and/or       software for the SICAP application.

      Third party:

      A party not being Sicap Ltd, supplying hardware and/or software for the       system.

      Working days/hours:

      Mondays to Fridays during Sicap Ltd's regular office hours (8.00h -       18.00h), except public holidays in Switzerland, as specified under clause       3.1.1.

7.3   Remuneration

      The General Terms and Conditions of the original Swisscom Purchase and       License Contract shall also be valid for Maintenance and Support.

7.3.1 Prices

      The total price for the selected service under the Maintenance and Support       contract is listed in chapter 6. Maintenance and Support fees are payable       semi-annually in advance. All prices are in CHF and exclusive of value       added tax that has to be paid in the Slovak Republic.

7.3.2 Price adjustments

      Prices are subject to yearly adjustments. Sicap Ltd may send a new offer.       The offer shall be sent two month prior to the beginning of the dedicated       next year.

7.3.3 Costs and expenses

      Prices quoted are exclusive of travel, accommodation expenses made by       Sicap Ltd personnel under this Maintenance and Support contract. Such       costs and expenses will be charged according to the effective costs.

      In the event Sicap Ltd personnel is required to travel to EuroTel's       premises under this maintenance and support contract, but is not able to       perform the required services due to reasons beyond the control of Sicap       Ltd, which means no physical access to the system or force major as well       as for support cases not included under standard service, as per clause       1.1, then EuroTel shall pay all costs and expenses (e.g. hours, travel and       accommodation expenses).

      All payments due under this Maintenance and Support contract shall be due       and payable 30 days after the invoice date, with the first invoice to be       issued on the date this Maintenance and Support contract comes into full       force and effect.

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      If any payment is not received by Sicap Ltd on the date or dates, as laid       down in this clause, or as may be further agreed upon by the parties, then       Sicap Ltd has the right to suspend the services to EuroTel until payment       has been received. Before suspending the services to EuroTel, a       notification from Sicap Ltd will be given.

      In the event of a suspension of services by Sicap Ltd, as a result of a       delay or lack of payment by EuroTel, Sicap Ltd will not be responsible for       any damages resulting from this suspension.

7.4   Co-operation by EuroTel

      EuroTel shall always give Sicap Ltd full co-operation and provide Sicap       Ltd in good time with required data or information useful and necessary to       the proper execution of the Maintenance and Support contract.

      EuroTel shall be responsible to maintain adequate climatic conditions in       the spaces where the SICAP(R) systems is placed, such in accordance with       the site specifications as mentioned in the Purchase and License Contract       for the system.

      EuroTel shall prevent:





      o     Installation deficiencies (unstable electricity supply network or             others) that result from the non-observance of the installation             standards of the Sicap Ltd equipment       o     The use of degraded or inappropriate consumable and accessories,             contrary to the manufacturer's specifications       o     Negligence, carelessness or improper use on the part of EuroTel,             specifically, the dropping of the equipment or the existence of             foreign objects inside the equipment;       o     Incompatibilities resulting from modifications, repairs or             maintenance carried out by personnel not belonging to Sicap Ltd             and/or third party, or the connection of equipment not supplied or             approved by Sicap Ltd.

      EuroTel shall grant access to Sicap Ltd or third party personnel to       EuroTel's site in question, provided that this personnel abides by the       security rules of EuroTel. Sicap Ltd or third party personnel will always       be accompanied by a representative of EuroTel, if so required by EuroTel.

      EuroTel shall provide Sicap Ltd with an actual list stating the system       administrators and how they can be reached.

7.5   Term and termination

      This contract replaces in full the Annex 7 Maintenance and Support for       SICAP(R) modules PPB, VCA and OTA and Sun Hardware which is an integral       part of the original Swisscom PURCHASE & LICENSE CONTRACT, made effective       on 06 April 1998.

      It shall be effective on 06 October 2000 and shall have a duration of two       years.

      The prices remain valid for the first 12 months.

      After this period, Sicap Ltd reserves the right to adjust the prices       annually. The offer must be submitted three (3) months in advance and       EuroTel may decide within one (1) month to prolong or terminate this       maintenance and support contract. If EuroTel doesn't react in writing, the       new offer shall be considered as accepted.

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      After the initial period of two years, the maintenance and support       contract shall be automatically renewed for a period of one year on each       renewal date, unless one of the parties terminates the maintenance and       support contract through written notification to the other party in the       form of a registered letter with proof of receipt, at least six (6) weeks       prior to the renewal date. There shall be no reimbursement of any paid       fee.

      In case of a substantial breach of this maintenance and support contract       by either party, which is not remedied within thirty days from the other       party's notice thereof, the other party shall have the right to terminate       this maintenance and support contract with immediate effect without       juridical procedures.

      The termination or expiration of the maintenance and support contract for       any reason whatever shall be without prejudice to any other right or       obligation of any party hereto in respect of this maintenance and support       contract which have arisen prior to such termination.

7.6   Liability

      Sicap Ltd's liability for indirect loss, including consequential loss,       loss of profit, lost savings and loss caused by interruption of operations       is excluded.

      No right to damages shall ever arise unless EuroTel reports the loss to       Sicap Ltd in writing as soon as possible after it has arisen.

7.7   Assignment

      This maintenance and support contract is for the benefit of and binding       upon each of the parties hereto and their respective successors and       assigns.

      The rights and obligations under this maintenance and support contract may       not be assigned in whole or in part by either party without the prior       written consent by the other party.

      The parties may assign the rights and obligations under this maintenance       and support Contract by written notice to a subsidiary. A subsidiary of a       party is considered a company of which the party is holding a majority of       the equities.

7.8   Changes to the contract

      Except as otherwise specifically indicated herein, this maintenance and       support contract will not be amended except by written agreement signed on       behalf of the parties by their duly authorised representatives.

      At the end of each agreementual period, or at such time as mutually agreed





      by both parties, EuroTel has the option to select a different services,       such with consequential price adjustments.

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7.9   Counterparts

      IN WITNESS WHEREOF, the parties hereto have executed this contract in two       (2) originals by their fully authorised representatives on the day and at       the place written here below, each party receiving one (1) original       hereof. For and on behalf of:

      --------------------------------       -----------------------------------       Thomas R. Berner                       Thomas Cancro       Key Account Manager                    CFO / Procurator

      --------------------------------       -----------------------------------       Andreas Martschitsch                   Jozef Barta       CEO (acting)                           CEO / Procurator

      Place:                                 Place:

      Date:                                  Date:

SOLUTION: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

PROBLEM: Exhibit 4.36

                              DEVELOPMENT AGREEMENT

                                     between

LEO PHARMA A/S of Industriparken 55, DK-2750 Ballerup, Denmark (hereinafter referred to as LEO) ---

                                       and

GALEN (CHEMICALS) LIMITED of 4 Adelaide Street, Dun Laoghaire, Co. Dublin, Ireland (hereinafter referred to as GALEN).

Capitalized terms not otherwise defined herein shall have the meanings set forth in Article I of this Agreement.

WHEREAS Bristol-Myers Squibb Company (BMS) has entered into a co-promotion agreement with GALEN regarding Dovonex(R) Product in the Territory (the Co-promotion Agreement).

WHEREAS GALEN and BMS have entered into an option agreement (the Option Agreement) in which GALEN has options to acquire all of BMS's rights and to assume BMS's obligations (the Option) under the agreement dated September 28, 1989 between BMS (as successor to E.R. Squibb & Sons Inc.) and LEO, as amended July 6, 1992 and April 8, 1993 and as of the date hereof and the Product Supply Agreement between Bristol-Myers Squibb Company and LEO dated as of April 8, 1993 (each as may be amended or supplemented by the parties in the future, collectively, the BMS Agreements); and

WHEREAS BMS has given up its rights under the BMS Agreements to a pharmaceutical preparation containing both the Compound and Betamethasone Dipropionate in an ointment (the Combination Product) as of the date hereof; and

WHEREAS LEO has developed and owns proprietary information regarding the Combination Product, and has filed a patent application for the Combination Product; and

WHEREAS GALEN has marketing expertise within the dermatological field; and

WHEREAS LEO and GALEN have entered into a License and Supply Agreement dated as of even date herewith between LEO and GALEN regarding the Combination Product (the Dovobet(R) Agreement) and subject to the coming into force of that Agreement under its terms, LEO has appointed GALEN as its exclusive distributor in the Territory of the Combination Product expected to be marketed under the trademark Dovobet(R); and

WHEREAS GALEN and LEO have entered into a License and Supply Agreement dated as of even date herewith pursuant to which GALEN will be the exclusive distributor of Dovonex(R) Product in the Territory subsequent to the exercise of the Option by GALEN and the acquisition of BMS's rights and assumption of BMS's obligations under the BMS Agreements by GALEN (the Dovonex(R) Agreement); and

WHEREAS GALEN, if the FDA mandates an additional pivotal phase III clinical trial for the Combination Product, will financially support LEO;

NOW THEREFORE the Parties hereby agree as follows:

I - DEFINITIONS

1.1      AB rated means, with respect to any Product (as defined in the          Dovonex(R) Agreement), a pharmaceutical product which is an AB-rated          equivalent to the Product, as defined in the 22nd edition of Approved          Drug Products with Therapeutic Equivalence Evaluations issued by the          United States Department of Health and Human Services.

1.2      Action or Proceeding means any action, suit, proceeding, arbitration          or Governmental or Regulatory Authority action, notification,          investigation or audit.

1.3      Affiliate means, with respect to any Person, any Person which,          directly or indirectly, controls, is controlled by, or is under common          control with, the specified Person. For purposes of this definition,          the term control as applied to any Person, means the possession,          directly or indirectly, of at least fifty-one per cent (51%) of the          power to direct or cause the direction of the management of that          Person, whether&sbsp;through ownership of voting securities or otherwise.

1.4      Agreement means this Development Agreement between LEO and GALEN.

1.5      Compound means the compound Calcipotriene, a vitamin D analogue with          the formula C27H4003.

                                                                               2

1.6      Dovonex(R) Product means the Compound marketed in the Territory under          the trademark Dovonex(R).

1.7      FDA means the United States Food and Drug Administration.

1.8      GALEN Information means any information (including, but not limited          to, technical improvements, financial and marketing information)          developed, made and/or generated by GALEN relating to and made as a





         result of its work with the Combination Product.

1.9      Governmental or Regulatory Authority means any court, tribunal,          arbitrator, agency, commission, official or other instrumentality of          the United States or any relevant country, state, province, county,          city or other political subdivision.

1.10     IND means the Investigational New Drug Application, as defined by the          United States Federal Food, Drug and Cosmetic Act and applicable          regulations promulgated thereunder as amended from time to time, filed          in the United States, for the Combination Product.

1.11     Laws means all laws, statutes, rules, regulations, ordinances and          other pronouncements having the effect of law of any relevant          Governmental or Regulatory Authority.

1.12     LEO Logo Guidelines means the guidelines for use of the LEO name and          the Assyrian Lion logo attached to the Dovobet(R) Agreement.

1.13     LEO Product Branding means the Trademark, the LEO name, the Assyrian          Lion, the LEO Logo Guidelines, the LEO Product Concept and any domain          names or websites related to the Combination Product in the Territory.

1.14     LEO Product Concept means the global design concept for packaging and          promotional materials related to the Combination Product developed by          LEO.

1.15     Losses means any and all damages, fines, fees, penalties,          deficiencies, losses and expenses (including without limitation          interest, court costs, reasonable fees of attorneys, accountants and          other experts or other expenses of litigation or other proceedings or          of any claim, default or assessment).

1.16     Master Agreement means the Master Agreement dated as of even date          herewith between LEO and GALEN.

1.17     NDA means a New Drug Application filed with the FDA for the          Combination Product, requesting permission to place a drug on the          market in accordance with 21 C.F.R. Part 314 and all supplements filed          pursuant to the requirements of the FDA, including all documents, data          and other

                                                                               3

         information concerning the Combination Product which are necessary for          FDA approval to market a product in the United States.

1.18     Party means GALEN or LEO, as the case may be, and Parties means          GALEN and LEO.

1.19     Person means any individual, firm, corporation, partnership, limited          liability company, trust, joint venture, Governmental or Regulatory          Authority or other entity or organization.

1.20     Technical Information means all information in the possession of LEO          and/or its Affiliates, and any information transferred from BMS to          GALEN, regarding preclinical, chemical-pharmaceutical and clinical data          or other scientific information (including specifications, master batch          records, analytical methods including validation protocol and the drug          master file), or secret know-how about the Combination Product          including, but not limited to marketing know-how and show-how or uses          for the Combination Product in the possession of LEO regarding the          Combination Product necessary for GALEN to fulfil its obligations under          the Agreement.

1.21     Territory means the fifty (50) states of the United States of          America, the District of Columbia, its territories and current          possessions.

1.22     Trademark means the trademark Dovobet(R) or any other trademark LEO          may select for the Combination Product.

II - WORK BY LEO

2.1      LEO has performed any and all preclinical, clinical and other studies          necessary to obtain marketing approval for the Combination Product in          Europe and has borne all costs and expenses associated therewith.          Furthermore, LEO will perform any and all additional studies, required          specifically by the FDA and will bear all costs and expenses associated          therewith except for the obligation of GALEN described in Article 3.1.

         A development plan is attached as Appendix I

2.2      LEO is responsible for obtaining approval of the NDA in the United          States.

III - OBLIGATIONS OF GALEN

3.1    If the FDA mandates that a second pivotal phase III clinical trial for        the Combination Product is required for registration in the United        States, GALEN agrees to pay 50% of the reasonable costs for

                                                                               4





         said study, such costs to be invoiced by LEO on a quarterly basis. The          payments are non-refundable.

3.2      GALEN will provide reasonable assistance to LEO in its endeavours to          obtain approval of the NDA in the United States.

3.3      Within thirty (30) days after the date hereof, GALEN will pay to LEO          US$5,000,000 (five million United States dollars) to reimburse LEO for          a portion of the actual development costs that have been incurred by          LEO. This payment is non-refundable.

IV - INDEMNIFICATION

4.1      LEO shall indemnify and hold GALEN and its agents, directors, officers          and employees and representatives harmless from and against any and all          Losses which they may at any time incur by reason of any Action or          Proceeding brought by any Governmental or Regulatory Authority or other          third party against GALEN arising out of or resulting from (a) any          misrepresentation, breach of warranty or non-fulfilment of or failure          to perform any agreement or covenant made by LEO in this Agreement, (b)          the use of the Combination Product in any clinical trial, or (c) any          other negligent act or omission of LEO.

4.2      GALEN shall indemnify and hold LEO and its agents, directors, officers          and employees and representatives harmless from and against any and all          Losses which they may at any time incur by reason of any Action or          Proceeding brought by any Governmental or Regulatory Authority or other          third party against LEO arising out of or resulting from (a) any          misrepresentation, breach of warranty or non-fulfilment of or failure          to perform any agreement or covenant made by GALEN in this Agreement,          or (b) any other negligent act or omission of GALEN.

4.3      The obligation of the Parties in this Article IV shall survive the          expiration or earlier termination of this Agreement to the extent          permitted by applicable Law.

4.4      In any case under this Article IV, where GALEN or LEO is to indemnify          the other, the control of the defence of any Action or Proceeding and          negotiations for settlement and compromise thereof, shall repose with          the indemnifying Party, except that nothing in this paragraph shall be          construed to relieve either Party hereto of the obligation to give the          other all reasonable co-operation, assistance and authority necessary          to permit full and complete defence of any Action or Proceeding;          provided, however, that no Party will settle any of such claims without          consent of the other Party; however, such consent shall not be          unreasonably withheld. Both Parties shall, if desired, be allowed to          participate, at their own expense, directly or through a representative          e.g. their product liability insurers, in any Action or Proceeding.

                                                                               5

V - CONFIDENTIALITY

5.1      All Technical Information disclosed to GALEN and all GALEN Information          disclosed to LEO shall be considered confidential regardless of          designation, and shall not be disclosed by the receiving Party to any          third party or used outside the scope of this Agreement without the          prior written consent of the disclosing Party except to a duly          authorised Governmental or Regulatory Authority in connection with the          registration or regulation of the Combination Product or if otherwise          required by Law. In the event that a Party is asked to disclose any          confidential information to a Governmental or Regulatory Authority,          such Party will - if possible - notify the nondisclosing Party          sufficiently prior to making such disclosure so as to allow the          nondisclosing Party adequate time to take whatever action it may deem          to be appropriate to protect the confidentiality of the information.          The obligation not to disclose Technical Information and GALEN          Information shall not apply to (a) any information that it now or later          becomes publicly available through no fault of the receiver, its          officers, employees or agents; (b) any information that the receiver          obtains from a third party not under a confidentiality obligation to          the discloser with respect to such information; (c) any information          that the receiver already has in its possession as indicated in its          written records; and (d) any information that is independently          developed or created by the receiver.

5.2      Each Party shall keep the terms of this Agreement confidential and          shall not disclose the same&bbsp;to any third party other than (i) by          agreement of the Parties hereto, or (ii) as required by Law or stock          exchange regulation or an order of a competent Governmental or          Regulatory Authority; provided that prior to disclosure pursuant to          (ii) above, the disclosing Party shall - if possible - notify the          nondisclosing Party sufficiently prior to making such disclosure so as          to allow the nondisclosing Party adequate time to take whatever action          it may deem to be appropriate to protect the confidentiality of the          information.

5.3      Neither Party shall make any press release or other public announcement          or other disclosure to third Parties relating to this Agreement without          the prior consent of the other Party, which consent shall not be          unreasonably withheld, except where required by applicable Law;          provided that prior to disclosure, the disclosing Party shall notify          the nondisclosing Party sufficiently prior to making such disclosure so          as to allow the nondisclosing Party adequate time to take whatever          action it may deem to be appropriate to protect the confidentiality of          the information.





5.4      This Article V shall survive the termination of this Agreement for a          period of ten (10) years, provided, however, that following the          termination of this Agreement LEO shall be free to use all data,          information or other confidential information relating to the          Combination Product and following termination of this Agreement, GALEN          shall be free to use all GALEN Information.

                                                                               6

VI - COMPLIANCE WITH LAWS

Both LEO and GALEN shall observe all applicable Laws in effect in fulfilling their obligations under this Agreement.

VII - TERM AND TERMINATION - CONSEQUENCES OF TERMINATION

7.1      This Agreement will be effective when signed by both Parties provided          that the Co-promotion Agreement and the Option Agreement have been          signed and have come into force and provided also that said agreements          do not prohibit GALEN from entering into the Dovonex(R) Agreement and          the Dovobet(R) Agreement.

7.2      This Agreement shall terminate if (a) the Dovonex(R) Agreement is          terminated by LEO pursuant to Articles 15.4, 15.7 or 15.8 thereof or          (b) the Dovonex(R) Agreement is terminated by LEO pursuant to Article          15.2 thereof in the event that GALEN has not exercised the Option for          reasons not including that (i) the aggregate turnover of the Products          in the U.S. during the period 1 July 2004 - 30 June 2005, as measured          by IMSHealth, is equal to or less than US$50,000,000 (fifty million          dollars) or (ii) on or prior to August 1, 2005 a generic product that          is AB rated to any Product (as defined in the Dovonex(R) Agreement) is          approved by the FDA and has become commercially available, provided,          for purposes of this subclause (ii), that GALEN has not provided          assistance to the holder of the registration for the AB rated product          to obtain such registration, or (c) the Dovobet(R) Agreement comes into          force and GALEN has fulfilled its obligations under this Agreement,          unless prior terminated in accordance with any of the provisions          hereof.

7.3      In the event that one of the Parties hereto materially defaults or          breaches any of the provisions of this Agreement, the other Party shall          have the right to terminate this Agreement upon sixty (60) days'          written notice, provided, however, that if the Party in default, within          the sixty day period referred to, remedies the said default or breach,          the Agreement shall continue in full force and effect.

7.4      In the event of termination of this Agreement under the provisions of          this Article VII GALEN shall not be relieved of the duty and          obligations to pay in full, any payments due and unpaid at the          effective date of such termination. In such event GALEN shall:

         (a)      return any and all Technical Information and any other                   information relating to the Combination Product provided to                   GALEN and shall make no further use thereof;

         (b)      cease to make use of the Trademark, the other LEO Product                   Branding and all other information related to the Combination                   Product, and all rights in the Trademark, the other

                                                                               7

                  LEO Product Branding and all other information relating to the                   Combination Product will promptly revert to LEO and be                   transferred to LEO;

         (c)      if GALEN is then the owner of any patents specifically related                   to the Combination Product, GALEN shall transfer such                   ownership to LEO, except for LEO being in breach in which case                   GALEN will sell said patents and LEO will purchase said                   patents at a price equal to the expenses GALEN has borne in                   relation to developing, establishing and maintaining said                   patent rights;

         (d)      if GALEN is then the owner of any patents, which in part                   relates to the Combination Product then LEO, its Affiliates                   and partners shall have a royalty free license to such patents                   for the term of the patents;

         (e)      if GALEN is then the owner of any data related to the                   Combination Product, including, but not limited to, any data                   related to any study performed under this Agreement such data                   shall be transferred to LEO. At such time, LEO shall have the                   right, but not the obligation, to have assigned to LEO any                   third party clinical agreement then pending;

         (f)      GALEN shall transfer the NDA, the IND and any other relevant                   registrations related to the Combination Product held by                   GALEN, if any, to LEO or its designee.

         In the event that LEO terminates this Agreement pursuant to Article 7.3          or Article 7.2(a) or (b), the transfers required under Article 7.4 (a),          (b), (c), (e) and (f) shall be made free of charge to LEO. Otherwise,          the costs of transfers shall be split evenly between the parties.

VIII - ASSIGNABILITY





This Agreement shall be binding upon, and shall inure to the benefit of successors of the Parties hereto, or to any assignee of all of the goodwill and entire business assets of a Party hereto relating to pharmaceuticals, but shall not otherwise be assignable without the prior written consent of the other Party.

For the avoidance of doubt, LEO agrees and acknowledges that GALEN may perform any or all of its obligations under this agreement through its U.S. Affiliates, Warner Chilcott, Inc..

IX - AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY

9.1      This Agreement shall not be changed or modified orally.

9.2      Any term or condition of this Agreement may be waived at any time by          the Party that is entitled to the benefit thereof, but no such waiver          shall be effective unless set forth in a written instrument

                                                                               8

         duly executed by or on behalf of the Party waiving such term or          condition. No waiver by either Party of any term or condition of this          Agreement, in any one or more instances, shall be deemed to be or          construed as a waiver of the same or any other term or condition of          this Agreement on any future occasion. All remedies, either under this          Agreement or by Law or otherwise afforded, will be cumulative and not          alternative.

9.3      If any provision of this Agreement is held to be illegal, invalid or          unenforceable under any applicable present or future Law, and if the          rights or obligations of any Party hereto under this Agreement will not          be materially and adversely affected thereby, (a) such provision will          be fully severable, (b) this Agreement will be construed and enforced          as if such illegal, invalid or unenforceable provision had never          comprised a part hereof, (c) the remaining provisions of this Agreement          will remain in full force and effect and will not be affected by the          illegal, invalid or unenforceable provision or by its severance          herefrom and (d) in lieu of such illegal, invalid or unenforceable          provision, the Parties will add as a part of this Agreement, a legal,          valid and enforceable provision as similar in terms to such illegal,          invalid or unenforceable provision as may be possible.

X - STATUS OF PRIOR AGREEMENTS

This Agreement together with the Master Agreement, the Dovonex(R) Agreement and the Dovobet(R) Agreement constitute the entire agreement between the Parties hereto with respect to the subject matter and supersede all previous agreements, whether written or oral.

XI - FORCE MAJEURE

The occurrence of an event which materially interferes with the ability of a Party to perform its obligations or duties hereunder which is not within the reasonable control of the Party affected, not due to malfeasance, and which could not with the exercise of due diligence have been avoided (Force Majeure) including, but not limited to, fire, accident, labour difficulty, strike, riot, civil commotion, act of God, delay or errors by shipping companies or change in Law shall not excuse such Party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The Party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other Party hereto (the Other Party) of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The Party so affected shall use its best efforts to avoid or remove such causes of non-performance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither Party shall be liable to the Other Party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the

                                                                               9

suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.

XII - PARTNERSHIP/AGENCY; THIRD PARTIES

12.1     None of the provisions of this Agreement shall be deemed to constitute          the relationship of partnership or agency between the Parties, and          neither Party shall have any authority to bind the other Party in any          way except as provided in this Agreement.

12.2     The Parties agree that no third party which is not a Party to this          Agreement is intended to benefit from or shall have any right to          enforce any provision of this Agreement.

XIII - GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL





OBLIGATIONS LAW.

Each Party irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each Party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each Party further agrees that service of any process, summons, notice or document by registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Article XIII. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

                                                                              10

Each Party hereto hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.

XIV - NOTICES

Any notice hereunder shall be deemed to be sufficiently given if sent by registered mail or by fax followed by mail to:

In the case of GALEN:

                GALEN (CHEMICALS) LIMITED                 4 Adelaide Street                 Dun Laoghaire, Co. Dublin                 Ireland

                Fax: + 353 1 214 8477

With a copy to:

                Galen Holdings PLC                 Att. Chief Executive Officer                 100 Enterprise Drive, Suite 280                 Rockaway, New Jersey 07866                 USA

                Fax: + 1 973 442 3362

In the case of LEO:

                LEO PHARMA A/S

                Att. CEO, President                 Industriparken 55                 DK-2750 Ballerup                 Denmark

                Fax: + 45 44 64 15 80

or such other address as the receiver shall have last furnished to the sender.

                                                                              11

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed in duplicate by their authorised officers as of the date last below written.

Rockaway, April ____, 2003                          Ballerup,  April ____, 2003

GALEN (CHEMICALS) LIMITED                           LEO Pharma A/S

------------------------------                      ---------------------------- Name:  Roger M. Boissonneault                       Name: Title:        Director                              Title:

SOLUTION: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

PROBLEM: EXHIBIT 10(d)

PROMOTION AGREEMENT                        ASHWORTH, INC., JAMES W. NANTZ III                          AND NANTZ COMMUNICATIONS, INC.                                               THIS AGREEMENT is entered into by and among ASHWORTH, INC. (The Company or Ashworth), JAMES W. NANTZ III (Nantz) and NANTZ COMMUNICATIONS, INC. (Nantz Communications), effective as of June 1, 1998.

WHEREAS, the Company desires to retain Nantz Communications and Nantz to provide certain promotional and other services and Nantz Communications and Nantz are willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties hereto desire to set forth in writing their agreement as to such promotion arrangement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

DEFINITIONS

As used herein, the terms set forth below shall be defined as follows:

ENDORSEMENT shall include only the right to use the name, any nickname, initials, autograph, facsimile signature, photograph, portrait, likeness, and/or endorsement of Nantz.

ASHWORTH APPAREL shall mean all ASHWORTH(R) brand sportswear apparel contained in the Company's present and future collections (during the Term (as defined below)).

ASHWORTH PRODUCTS shall mean, collectively, Ashworth Apparel and Ashworth hats and shoes.

DISABILITY shall mean mental or physical illness or condition rendering Nantz incapable of fulfilling the services to be provided by him under this Agreement for a continuous period of at least 60 days.

PREMIUM PROGRAM shall mean any traffic builder or other program involving the use of a premium to sell products or services other than Ashworth products and shall include any program primarily designed to attract the consumer to purchase a product or service other than Ashworth Products themselves.

CONTRACT YEAR shall mean a period of twelve (12) successive months commencing on any first day of June during the Term.

Ashworth/Nantz Promotion Agreement - -------------------

TERM OF RELATIONSHIP                                          1.   GRANT AND ACCEPTANCE.  The Company hereby retains Nantz Communications and      Nantz to provide the below described services (the Services) and Nantz      Communications and Nantz agree to provide the Services upon the terms and      conditions herein set forth.

2.   TERM.  Except as otherwise provided herein, this Agreement shall commence      effective June 1, 1998, and shall continue for a term of three (3) years      expiring May 31, 2001 (the Term).

SERVICES

Nantz Communications and Nantz shall furnish the following Services:

1.   ENDORSEMENT.  Subject to the terms and conditions hereof, Nantz      Communications grants to the Company the Endorsement throughout the world      during the Term in connection with the advertisement, promotion and sale by      the Company of Ashworth Products except in connection with Premium      Programs.

2.   ASHWORTH APPAREL AND PRODUCTS.  Subject to any restrictions, contractual or      otherwise, on Nantz Communications or Nantz (collectively, the      Restrictions), Nantz shall wear Ashworth Products, when possible and as      reasonably appropriate, while broadcasting all professional sports      tournaments and other professional sports outings, and during any      professional sports clinics or instructions given by Nantz Communications      or Nantz; provided that the Company has provided Nantz, at no charge, with      sufficient amounts of Ashworth Products in styles and sizes Nantz finds      suitable and appropriate for his use,  subject to the restriction under      Paragraph 4 of Section COMPENSATION AND CONSULTING FEES.

3.   LOGOS.  Except as otherwise provided herein, and subject to the      Restrictions, Nantz Communications agrees that such Products may      prominently bear the Company's logo and shall not bear any other logos.





4.   PHOTOGRAPHY, SPEAKING AND STORE APPEARANCES.  Nantz agrees to be available      for up to four photography sessions (2  in Southern California during the      week and 2 to be at Nantz's site locations or tournaments), two speaking      engagements, and three store appearances each Contract Year, at times and      places mutually convenient for Nantz and the Company but in no event at      times which adversely impact on the schedules of Nantz Communications or      Nantz.  Nantz Communications shall have the right to review and reject in      good faith the use of any advertising, promotion or other programs and      materials which include Nantz or his image.  No use shall be made of any      such programs or materials hereunder unless and until the same has been      approved by Nantz

Ashworth/Nantz Promotion Agreement - -------------------

Communications. The Company agrees that each photography session shall not      exceed one and one-half days and each speaking engagement and store      appearance shall not exceed one-half day. The Company further understands      that failure to utilize services of Nantz pursuant to this section shall      not result in any reduction in payments to Nantz Communications hereunder,      nor may the obligations to provide Services be carried forward from one      Contract Year to another Contract year. The obligations of Nantz      Communications and Nantz to provide the Services hereunder are subject to      the condition that payments to Nantz Communications are current and up to      date.

5.   NEW ACCOUNTS, CELEBRITIES.  Nantz agrees to assist Ashworth in locating      potential new accounts based on his professional contacts, assist Ashworth      in gaining access to celebrities and CBS executives which Ashworth could      provide clothes for special events and also assist in gaining access to      non-golf professionals who potentially would wear Ashworth clothes.

6.   SPECIAL EVENTS.  Nantz will assist Ashworth in creating, promoting and      participating in an event (i.e., golf tournament, cocktail reception, etc.)                                 ----                                                  to be associated with a major sporting event (i.e., PGA Championship,                                                    ----                         Masters, etc.).

7.   EMPLOYEE STATUS.  Nantz will be a full time Ashworth employee rather than       an independent contractor.

8.   BOARD OF DIRECTORS.  Nantz agrees to be nominated, elected to and serve on      the Board of Directors of Company in the capacity of voting director.

9.   OTHER OBLIGATIONS.  The Company acknowledges that Nantz Communications' and      Nantz's obligations to CBS or any other television station or network with      which Nantz Communications or Nantz has a contract or arrangement shall      take precedence over any other commitments of Nantz Communications or Nantz      under this Agreement.

INDEMNIFICATION

Neither Nantz Communications nor Nantz shall be liable for any obligations of the Company resulting directly or indirectly from the Endorsement of Ashworth Products.  The Company shall protect, indemnify and hold harmless each of Nantz Communications and Nantz against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with such Endorsement, in any advertising or promotional materials furnished by or on behalf of the Company, actions or omissions of the Company or any claim or action for personal injury, death or other cause of action involving alleged defects in Ashworth Products, including but not limited to indemnification of reasonable legal expenses incurred in defense of all such claims.  Further, Nantz Communications or Nantz shall have the

Ashworth/Nantz Promotion Agreement - -------------------

right to select legal counsel to represent it or him in the event of any such claims or legal proceedings, and the costs of such legal representation shall be paid by the Company.

INSURANCE

The Company agrees to provide and maintain, at its own expense, advertising and product liability insurance each with limits no less than $5,000,000 and within thirty (30) days from the date hereof, the Company will submit to Nantz Communications a fully paid policy or certificate of insurance naming Nantz Communications and Nantz as insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Nantz Communications at least twenty (20) days in advance thereof.

The Company further agrees to provide and maintain, at its own expense, a policy of Directors and Officers Insurance with limits no less than $25,000,000 and within thirty (30) days from the date hereof, the Company will submit to Nantz Communications a fully paid policy or certificate of insurance naming Nantz as an insured party, requiring that the insurer shall not terminate or materially modify such without written notice to Nantz Communications at least twenty (20) days in advance hereof.





COMPENSATION AND CONSULTING FEES

As full compensation for Services, the Company shall pay Nantz Communications the following fees:

10.  CONSULTING FEE.  The Company shall pay Nantz Communications an annual      consulting fee of $30,000, such fee to be paid in equal quarterly      installments of $7,500 on the 1st day of each June, September, December and      March of each Contract year.

11.  ADDITIONAL FEES.  If Nantz agrees to participate in more than three store      appearances in any given Contract Year, the Company shall pay Nantz      Communications an additional fee of $7,500 for such additional appearance      prior to or simultaneously with such appearances.

12.  REIMBURSEMENT OF EXPENSES.  The Company shall reimburse Nantz      Communications for expenses reasonably incurred by Nantz or Nantz      Communications in connection with the Services to the Company including,      but not limited to, first-class air fare, hotel accommodations, local      transportation and meals.  Nantz Communications shall furnish the Company      with an itemized statement from time to time, together with, whenever      possible, actual bills, receipts, and other evidence of expenditure.  Nantz      Communications shall be reimbursed within thirty (30) days after receipt by      the Company of such itemized statements and attachments.

Ashworth/Nantz Promotion Agreement - -------------------

As full compensation for Services, the Company shall provide and issue to Nantz the following:

13.  APPAREL.  The Company shall furnish Nantz, at no cost, with sufficient      Ashworth Products to be used by him in connection with the Services and for      the personal use of Nantz and his immediate family.  The cost of said      Product shall not exceed $12,000 (at wholesale) during any single Contract      Year.

14.  STOCK OPTIONS.  a) As consideration for the rights granted and the services      to be rendered hereunder, the Company hereby grants to Nantz options (the      Options), to purchase shares of the common stock of the Company par value      $.001 per share (the Share), which are exercisable as follows:

15.  The first Option to purchase 40,000 Shares upon payment of the aggregate      Option Share Price (as defined below) for the number of Shares so purchased      shall become exercisable on June 1, 1999, unless this Agreement is      terminated as provided herein prior to such date, in which case this Option      shall be canceled.  Once exercisable, this Option may be exercised in full      or in any number of partial exercises or in combination with the full or      partial exercise of any other Option for a period terminating upon the      earlier to occur of (A) the fifth anniversary of the initial exercisability      date or (B) the date of termination of this Agreement, as provided herein,      if this Agreement is terminated prior to May 30, 2001.

16.  The second Option to purchase up to an additional 40,000 shares upon      payment of the aggregate Option Share Price for the number of Shares so      purchased shall become exercisable on June 1, 2000, unless this Agreement      is terminated as provided herein prior to such date, in which case this      Option shall be canceled.  Once exercisable, this Option may be exercised      in full or in any number of partial exercises or in combination with the      full or partial exercise of any other Option for a period terminating upon      the earlier to occur of (A) the fifth anniversary of the initial      exercisability date or (B) the date of termination of this Agreement, as      provided herein, if this Agreement is terminated prior to May 30, 2001;

17.  The third Option to purchase up to an additional 40,000 shares upon payment      of the aggregate Option Share Price for the number of Shares so purchased      shall become exercisable on June 1, 2001, unless this Agreement is      terminated as provided herein prior to such date, in which case this Option      shall be canceled.  Once exercisable, this Option may be exercised in full      or in any number of partial exercises or in combination with the full or      partial exercise of any other Option for a period terminating upon the      earlier to occur of (A) the fifth anniversary of the initial exercisability      date or (B) the date of termination of this Agreement, as provided herein,      if this Agreement is terminated prior to May 30, 2001;

The Option Share Price shall initially be $6 per Share as approved by the Compensation Committee at its regular meeting held on December 15, 1998.

Ashworth/Nantz Promotion Agreement - -------------------

b)  The Options being granted hereunder are being granted under and subject to the terms and conditions of the Ashworth, Inc. Amended and Restated Incentive Stock Option Plan, dated November 1, 1996, (Amended Plan) and all Shares issued upon the exercise of any Option shall be registered under the Securities Act of 1933, as amended.

EXCLUSIVITY

During the Term, neither Nantz Communications nor Nantz shall enter into





any activity, employment, independent contract, or other business arrangement which conflicts with Nantz Communications' or Nantz's obligations under this Agreement or perform any service which reasonably appears to be an endorsement of the sportswear apparel, hats and shoes of a third party without the Company's prior written approval.  Nantz Communications and Nantz expressly agree that the Endorsement will not be granted to anyone other than the Company for use during the Term in connection with the advertisement and promotion of sportswear apparel, hats and shoes.  Notwithstanding the foregoing Nantz shall be permitted to wear a Lynx hat or clothing logo when performing promotional services for Lynx and to use Lynx equipment when performing any promotional services for the Company in which equipment will be used.

TERMINATION

This Agreement may be terminated by any party in the following circumstances:

18.  Upon mutual consent of the Company, on the one hand, and Nantz      Communications and Nantz, on the other hand;

19.  Nantz's Disability or death, in which event the Agreement shall terminate      on the May 1 following such Disability or death;

20.  Repeated misconduct of Nantz which subjects Nantz to continued public      ridicule causing a substantial loss of Nantz's positive public image;

21.  Nantz's conviction or plea of guilty or no contest to a felony involving      moral turpitude;

22.  A finding of insolvency or bankruptcy against the other party (which, in      the case of a desired termination by the Company, shall mean Nantz      Communications or Nantz); and

23.  Failure to comply with the terms and conditions of this Agreement after      being given notice thereof and, where applicable, a reasonable opportunity      to cure the failure (which shall be 10 days in the event of a failure to      timely make a payment pursuant hereto; 30 days otherwise).  In order to be      a sufficient notice hereunder, any such written notice shall specify in      detail each item of default, and shall specify in detail the action the      defaulting party is required to take in order to cure each item.

Ashworth/Nantz Promotion Agreement - -------------------

Notwithstanding the foregoing, upon the occurrence of repeated intentional failures to comply with the terms and conditions of this Agreement, which have been noticed in accordance with the terms hereof (regardless of whether such failures have been cured), the non-defaulting party may immediately terminate this Agreement upon written notice to the defaulting party without affording a further opportunity to cure.

Should Nantz Communications or Nantz disagree with the Company as to the existence of a condition affording the Company the right to so terminate this Agreement, Nantz Communications or Nantz shall, within thirty (30) days following the receipt of any such notice of termination, submit the matter to arbitration pursuant to the provisions of this Agreement.

The termination rights set forth in this section shall not constitute the exclusive remedy of the non-defaulting party hereunder, however, and if a default is made by either party hereunder, the other may resort to such other remedies as said party would have been entitled to if this section had been omitted from this Agreement.  Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party.

From and after the termination of the Term all of the rights of the Company to the use of the Endorsement shall cease absolutely and the Company shall not thereafter use or refer to the Endorsement in advertising or promotion in any manner whatsoever.  The Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name confusingly similar to or suggestive of the Endorsement following the termination of the Term.

ASSIGNMENT                                               This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Nantz Communications and Nantz acknowledge that the Services to be rendered by Nantz Communications and Nantz are unique and personal.  Accordingly, except as otherwise expressly provided below, neither Nantz Communications nor Nantz shall assign any of their respective rights or delegate any of their respective duties or obligations under this Agreement without the written consent of the Company.  Nothing herein shall prevent Nantz Communications from assigning the monetary benefits of this Agreement as it may so desire.  Further, inasmuch as it is recognized that Nantz Communications is the representative of Nantz, Nantz Communications may at any time assign this Agreement to Nantz and, in such event, Nantz Communications shall have no further obligation or liability in connection herewith and Nantz Communications' position vis-a'-vis the Company in connection herewith shall be in all respects the same as if Nantz Communications had signed this Agreement as agent rather than as a principal from the beginning.  The rights granted the Company hereunder shall be used only by it and shall not, without the prior written consent of Nantz Communications or Nantz, be transferred or assigned to





any other.  In the event of the merger or consolidation of the Company with any other entity, Nantz Communications shall have the right to terminate the Agreement by so notifying the Company in writing on or before sixty (60) days

Ashworth/Nantz Promotion Agreement - -------------------

after Nantz Communications has received notice of such merger or consolidation if and only if, by virtue of such merger or consolidation Nantz Communications or Nantz would be in default under or violating any provisions of any agreement to which he or it is subject entered into prior to June 1, 1994.

ARBITRATION                                               Unless otherwise mutually agreed to in writing by the Company, Nantz Communications and Nantz, any controversy or claim arising out of or related to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association or any successor.  Each of the Company, on the one hand, and Nantz Communications and Nantz, on the other hand, shall select one arbitrator and the two so selected shall select a third.  Failing the selection of an arbitrator by either party or by the two so selected, the claim or controversy shall be settled by the American Arbitration Association upon the application of either party.  Judgment upon any award of a majority of the arbitrators filed in a court of competent jurisdiction shall be binding.

MISCELLANEOUS                                          24.  NOTICES.  Any and all notices required pursuant to this Agreement shall be      deemed given if in writing and delivered in person, sent by certified or      registered mail, return receipt requested, or set by telefax at or to the      addresses and telefax numbers set forth below or such other addresses and      telefax numbers as the parties may direct by notice given as herein      provided:

Ashworth, Inc.

Attention: President and Chief Executive Officer                 2791 Loker Avenue West                 Carlsbad, California 92008                 Telephone:  (619) 438-6610                 Telefax:    (619) 438-9107                   James W. Nantz III                 Nantz Communications, Inc.                 c/o International Merchandising Corporation                 22 East 71st Street                 New York, New York 10021                 Attention:  Barry Frank                 Telephone:  (212) 774-8900                 Telefax:    (212) 772-2617

Ashworth/Nantz Promotion Agreement - -------------------

25.  GOVERNING LAW.  This Agreement and its formation, operation and performance      shall be governed, construed, performed, and enforced in accordance with      the laws of the State of California.

26.  JURISDICTION AND VENUE.  For the purposes of any dispute arising hereunder,      jurisdiction and venue shall lie in the appropriate court in California.

27.  ATTORNEY FEES AND EXPENSES.  In any legal action or alternative dispute      resolution instituted to interpret or enforce the terms and/or conditions      of this Agreement, the prevailing party shall be entitled to recover      reasonable attorney fees and expenses.

28.  WAIVER.  A waiver by either party of any provision of this Agreement shall      not be deemed a waiver of any other portion of this Agreement.  Failure to      require performance of any provision of this Agreement shall not be deemed      a continuing waiver of that provision or any other provision of this      Agreement.

29.  SEVERABILITY.  In the event that any provision or any portion of any      provision of this Agreement shall be held invalid, illegal or      unenforceable, the remainder of this Agreement shall remain valid,      enforceable, the remainder of this Agreement shall remain valid,      enforceable, and in effect.

30.  CAPTION REFERENCES.  All items headings and captions are for reference      purposes only and do not in any way modify or limit the provisions set      forth thereunder.

31.  ENTIRE AGREEMENT.  This Agreement contains the entire understandings and      agreement of the parties and supersedes any prior understandings and/or      agreement of the parties.  This Agreement may not be modified or amended      without the written consent of all parties hereto.





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Ashworth/Nantz Promotion Agreement - -------------------

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date indicated below, effective the date first above mentioned.

THE COMPANY:

ASHWORTH, INC.                                 a Delaware corporation

Date:  December 16, 1998        By: /s/ RANDALL L. HERRAL, SR.                                     ------------------------------                                     Randall L. Herrel, Sr.                                     President & Chief Executive Officer

NANTZ COMMUNICATIONS, INC.

Date:  December 16, 1998        By: /s/ JAMES W. NANTZ III                                     --------------------------                                     James W. Nantz III                                     President

Date:  December 16, 1998            /s/ JAMES W. NANTZ III                                     --------------------------                                     James W. Nantz III

SOLUTION:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?