AMENDMENT 2 TO LICENSE AGREEMENT

Exhibit 99.1

Certain confidential information has been omitted from this Exhibit 99.1 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “[**]” at each place in this Exhibit 99.1 where the omitted information appeared in the original.

AMENDMENT 2 TO LICENSE AGREEMENT

This Amendment 2 to License Agreement (“Amendment 2”) effective as of the date of the last signature (the “Amendment Effective Date”), modifies that certain License Agreement between Callaway Golf Company (“Callaway Golf”) and Ashworth, Inc. (“Ashworth”) dated May 14, 2001 (the “Agreement”), which was subsequently modified by Amendment to License Agreement dated December 16, 2003 (“Amendment 1”). The Agreement and Amendment 1 are collectively referred to herein as the “Original Agreement”.

The parties now wish to modify the Original Agreement in certain respects as set forth below.

For good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1.  Trademarks . Exhibit A of the Original Agreement is hereby superseded and replaced in its entirety with the attached Exhibit A.

2.  Territory . Exhibit B of the Original Agreement is hereby superseded and replaced in its entirety with the attached Exhibit B.

3.  Licensed Products .

Socks

4.  Net Sales Target Amounts . Exhibit J-1 is hereby amended to change the annual Net Sales Target Amounts for years 2007 through 2010 to $[**].

5.  Website . Section 1(m) of the Original Agreement is hereby superseded and replaced in its entirety as follows:

“m. Ashworth shall establish and maintain on its primary website located at http://www.ashworthinc.com (or any replacement or successor site) a section titled “Callaway Golf Apparel”, or such other title as Callaway Golf approves, which approval shall not be unreasonably withheld, delayed or conditioned. The contents of such website section must be approved in advance in writing by Callaway Golf, which approval shall not be unreasonably withheld, delayed or conditioned. In such website section, Ashworth shall provide at least one direct link to such pages of Callaway Golf’s website located at http://www.callawaygolf.com (or any replacement or successor site) as may be requested by Callaway Golf from time to time. Ashworth shall use commercially reasonably efforts to ensure its website Is in good working order and available to the public twenty-four (24) hours per day, seven (7) days per week during the term of this Agreement. Ashworth shall update its website by the first delivery of each season to reflect the Licensed Products for that season. Ashworth shall maintain such website, so that all branding is consistent with the annual Callaway Golf Style Guide. In addition, Ashworth hereby consents to Callaway Golf providing a link(s) on its website linking directly to the Callaway Golf section of Ashworth’s website.”

6.  Sales Representatives . Section 2(d) of the Original Agreement is hereby superseded and replaced in its entirety as follows:

“d. Ashworth shall use commercially reasonable efforts to increase its golf channel sales force annually. By the end of each year, the number of golf channel sales representatives shall be as follows:

Sales representatives may be either (i) full-time employees of Ashworth who act as exclusive sales representatives and whose sole duties are those relating directly to selling, marketing, promoting, advertising and distributing the Licensed Products bearing the Trademarks pursuant to this Agreement, or (ii) independent sales representatives who are not employees of Ashworth; provided , however, that if Ashworth utilizes independent sales representatives for sale of the Licensed Products, the independent sales representatives must not concurrently promote golf balls, golf clubs, golf bags or competing products.”

7.  Callaway Golf Sales . Section 2(g) of the Original Agreement is hereby superseded and replaced in its entirety as follows:

“g. Ashworth shall sell Licensed Products to Callaway Golf at [**] percent ([**]%) off the U.S. wholesale price. Sales of Licensed Products to Callaway Golf shall be subj