<PAGE> 1
Exhibit 99.3
James E. Jones
5018 Londonderry Drive
Tampa, Florida 33647
December 26, 2000
S2 Golf Inc.
18 Gloria Lane
Fairfield, New Jersey 07004
Re: Merger Between Ladies Golf Equipment Company, Inc.
and S2 Golf Acquisition Corp.
Ladies and Gentlemen:
The undersigned understands that Ladies Golf Equipment Company, Inc., a
Florida corporation ("Ladies Golf") has entered into an Agreement and Plan of
Reorganization dated as of September 22, 2000 (the "S2 Agreement") with S2 Golf
Inc., a New Jersey corporation ("S2 Golf"),and S2 Golf Acquisition Corp. ("S2
Acquisition"), a New Jersey corporation that is a wholly-owned subsidiary of S2
Golf, pursuant to which Ladies Golf will be merged with and into S2 Acquisition.
As further consideration for the obligations of S2 Golf and S2
Acquisition under the S2 Agreement, the undersigned agrees that he shall not
offer, sell, offer or agree to sell, grant any option to purchase or otherwise
dispose of (or announce any offer, sale, grant of an option to purchase or other
disposition) of, directly or indirectly, any shares of the common stock, par
value $0.01 per share, of S2 Golf (the "Common Stock") received by the
undersigned pursuant to the terms of the S2 Agreement or otherwise held by the
undersigned (or any securities convertible into, exercisable for or exchangeable
or exercisable for shares of Common Stock) except in accordance with the
provisions of Rule 145 of the Securities Exchange Act of 1934, as amended (the
"Act").
If the S2 Agreement is terminated prior to the consummation of the
transactions contemplated thereby, the undersigned will no longer be bound by
this agreement.
Very truly yours,
/s/ James E. Jones
------------------------------------
James E. Jones
