0001059763-02-000009 Sample Contracts

ONE YEAR EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT
One Year Employment and Change of Control Agreement • March 29th, 2002 • Adams Golf Inc • Sporting & athletic goods, nec • Texas

THIS AGREEMENT (the "Agreement") is made and entered into as of this 12th day of February 2002 by and between Adams Golf Management Corp, a Delaware corporation, and the corporation's Chief Financial Officer, Russell Fleischer (the "Executive"). Adams Golf Management Corp. is sometimes referred to herein as the "Employer".

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EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2002 • Adams Golf Inc • Sporting & athletic goods, nec • Texas

THIS AGREEMENT (the "Agreement") entered into as of the date signed by the parties below by and between Adams Golf, Inc. and its subsidiaries with its subsidiaries with its principal place of business at 2801 East Plano Parkway, Plano, Texas (the "Company") and Mr. Oliver Brewer (the "Executive");

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 29th, 2002 • Adams Golf Inc • Sporting & athletic goods, nec • North Carolina

THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of March 28, 2002, made by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the "Lender"), ADAMS GOLF, LTD., a Texas limited partnership (the "Borrower"), and ADAMS GOLF, INC., ADAMS GOLF HOLDING CORP., ADAMS GOLF GP CORP., ADAMS GOLF R A C CORP., ADAMS GOLF MANAGEMENT CORP., ADAMS GOLF DIRECT RESPONSE, LTD. and ADAMS GOLF IP, L.P. (the "Guarantors") and, together with the Borrower, the "Credit Parties" and each a "Credit Party"), to the Loan and Security Agreement, dated as of March 27, 2001 (as amended, modified, restated or supplemented from time to time, the "Loan Agreement"), among Credit Parties and the Lender. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.

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