CHANGE OF CONTROL

AGREEMENT

CREDIT AGREEMENT

        This Credit Agreement (the ?Agreement?) is entered into as of February 13, 2004, by and among ADAMS GOLF, INC., a Delaware corporation; ADAMS GOLF HOLDING CORP, a Delaware corporation; ADAMS GOLF GP CORP, a Delaware corporation; ADAMS GOLF, LTD., a Texas limited partnership; ADAMS GOLF IP, LP, a Delaware limited partnership; and ADAMS GOLF MANAGEMENT CORP, a Delaware corporation (the ?Borrowers?), whose address is 2801 E. Plano Parkway, Plano, Texas, 75074 and BANK OF TEXAS, N.A. (?Lender?) whose address is 5956 Sherry  . . .

EMPLOYMENT AGREEMENT

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");

     WHEREAS, the Executive is and has been employed by the Company for approximately three years, first as its Vice President of Sales and Marketing and then as President of the Company.  Through such experience, the Executive has  . . .

                  CONFIDENTIAL PORTIONS OF THIS
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                   DOCUMENT HAVE BEEN REDACTED
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                    AND HAVE BEEN SEPARATELY
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                    FILED WITH THE COMMISSION
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                      ENDORSEMENT AGREEMENT
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     This Agreement is entered into on January 13, 2005  . . .

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION

In re:

HUFFY CORPORATION,

)

Chapter 11

an Ohio corporation, et al.¹

)

Honorable Lawrence S. Walter

Debtor

s.

)

)

Case Nos. 04-39148 through 04-39167

)

Jointly Administered

)

04-39148

DISCLOSURE STATEMENT FOR DEBTORS�

JOINT PLAN OF REORGANIZATION

DINSMORE & SHOHL LLP

Kim Martin Lewis, Esq.

John B. Persiani, Esq

Donald W. Mallory, Esq.

Attorneys for Debtors and

Debtors in Possession

255 East Fifth Street

Suite 1900

Cincinnati, Ohio 45202

513-977-8200

Dated:  . . .

January 3, 2003

Mr. Chip Brewer

Adams Golf, Ltd.

2801 East Plano Parkway

Plano, Texas 75074

RE: Loan and Security Agreement dated as of March 27, 2001 (the Loan Agreement) between General Electric Capital Corporation, as lender (Lender), and Adams Golf, Ltd. as borrower (the Borrower)

Dear Mr. Brewer:

This is to confirm our recent telephone conversations during which Lender and Borrower agreed that it would be mutually beneficial to terminate their respective obligations under the Loan Agreement.

ACCOUNTS RECEIVABLE SECURITY AGREEMENT

DATE:

March 26, 2003

BORROWER:

Adams Golf, Ltd.,

a Texas limited partnership

ADDRESS:

2801 East Plano Parkway

Plano, Texas 75074

FCFC:

FIRST COMMUNITY FINANCIAL CORPORATION,

an Arizona corporation

ADDRESS:

4000 North Central Avenue, Suite 100

Phoenix, Arizona 85012

             Borrower desires to obtain a Credit Facility and other financial accommodations from FCFC, and FCFC is willing to make such Credit Facility available to Borrower on the following terms and conditions to be secured by the Collateral hereinafter described.  Therefore, the parties agree as follows:

1.

Definitions.

1.1.      "Accounts" means whatever is encompassed by the Code's definition of that term, and includes all presently existing and hereafter arising accounts, instruments, contract rights, documents, chattel paper (including security agreements and leases), and all other forms of obligations owing to Borrower, all guaranties of such Accounts and other security therefor, the proceeds of such Accounts, all Inventory returned to or reclaimed by Borrower, and Borrower's Books relating to each of the foregoing.

1.2.      "Agreement" means and includes this Accounts Receivable Security Agreement, any concurrent or subsequent Rider hereto and any extensions, supplements, amendments or modifications thereto.

1.3.      "Borrower's Books" means and includes all of Borrower's books and records including but not limited to, all customer lists and lists of account debtors, all ledgers; records reflecting, summarizing or evidencing Borrower's assets, accounts, business operations or financial condition, computer programs, computer discs, computer printouts, and other computer prepared information and computer equipment of any kind. 

1.4.      "Code" means the Uniform Commercial Code prepared under the joint sponsorship of the American Law Institute and the National Conference of Commissioners on Uniform State Laws, as amended from time to time.  Any and all terms used in this Agreement shall be construed and defined in accordance with the meaning and definitions set forth herein or, to the extent not inconsistent herewith, as such terms are defined in the Arizona Uniform Commercial Code, as amended from time to time; provided, however, with respect to any term used herein that is defined in (i) Article 9 of the Uniform Commercial Code as in force in the jurisdiction in which this Agreement was signed by the Borrower at the time that it was signed, or (ii) Article 9 as in force at any relevant time in the jurisdiction in which a financing statement given pursuant to this Agreement is filed, or (iii) Article 9 as in force at any relevant time in the jurisdiction in which the terms of this Agreement are enforced, the meaning to be ascribed thereto with respect to any particular item of property shall be that under the more encompassing of the three definitions.