EXHIBIT 10.12

                     PERSONAL SERVICES MANAGEMENT AGREEMENT

         THIS AGREEMENT, dated as of June 7, 1996, sets forth the agreements and
understandings between GOLDEN BEAR GOLF, INC., a Florida corporation having its
principal place of business at 11780 U.S. Highway #1, Suite 400, North Palm
Beach, Florida 33408 ("Representative"), GOLDEN BEAR INTERNATIONAL, INC., a
Florida corporation having its principal place of business at 11780 U.S. Highway
#1, Suite 400, North Palm Beach, Florida 33408 ("GBI"), and JACK W. NICKLAUS
("Nicklaus"), an individual having a business address at 11780 U.S. Highway #1,
Suite 400, North Palm Beach, Florida 33408, as follows:

         1. EXCLUSIVE MANAGEMENT RELATIONSHIP; TERM. By signing this Agreement,
GBI and Nicklaus hereby retain Representative as the exclusive manager and
representative of Nicklaus in connection with the development, management and
marketing of certain personal endorsement services which may be provided by
Nicklaus as a celebrity for third parties not affiliated with GBI or
Representative (the "Clients"), as more particularly described in this
Agreement. GBI and Nicklaus confirm to Representative that neither of them is
presently subject to any other management agreements, commitments or
understandings which would conflict with this Agreement, and that they will not
enter into any conflicting management relationships involving the endorsement
services of Nicklaus during the term of this Agreement (as defined in Paragraph
9, below). Representative may represent, manage or otherwise provide marketing
services similar to those contemplated by this Agreement to, any other
professional golfer during the term of this Agreement without the prior written
consent of GBI, provided however, that Representative will not utilize its
representation activities under this Agreement or any confidential information
entrusted to Representative by GBI or Nicklaus in connection therewith, or
otherwise take unfair advantage of its corporate affiliations with GBI or
Nicklaus or its licensing relationships with GBI: (i) to further the interests
of any other professional golfer in obtaining personal services contracts where
such contract opportunities would otherwise be reasonably available to Nicklaus,
or (ii) to imply the endorsement of GBI or Nicklaus for the personal services of
such a golfer, unless such activities have been expressly approved by GBI in
writing.

           2. MANAGEMENT SERVICES OF GBI. The parties acknowledge that GBI will
continue to manage Nicklaus' career as a professional golfer, and will be solely
responsible for scheduling PGA Tour and Senior Tour events and other golf
tournaments on behalf of Nicklaus, for promoting his personal services as a
golfer in golf exhibitions, events and outings, and for coordinating his
scheduled activities as a professional golfer with his other business
commitments, including his services as a golf course designer to GBI's Nicklaus
Design division. GBI will also have the exclusive right as between the parties,
subject to the terms and conditions of its agreements with Nicklaus and his
affiliated parties, to provide the personal services of Nicklaus as a speaker,
author, commentator or performer in connection with personal appearances where
such services are promoted directly to the public, or to patrons of or
contributors to an event, rather than being utilized to endorse or promote the
products and services of a third party. GBI will advise Representative promptly
of all personal service


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commitments and other business and travel commitments undertaken by Nicklaus
individually and on behalf of GBI, and the parties will use their best efforts
to resolve any scheduling conflicts which arise as a result of Nicklaus' various
professional and personal activities. In the event the parties are unable to
resolve a conflict, Nicklaus shall make the final determination as to his
schedule after consultation with GBI and Representative.

           3. PERSONAL APPEARANCES AND OTHER ENDORSEMENT SERVICES.
Representative will serve as the exclusive world-wide representative of Nicklaus
in connection with the marketing and solicitation of non-golf related personal
appearances and other personal service opportunities where Nicklaus' services
are utilized by third parties as a commercial spokesman or celebrity endorser of
businesses, products and services which are not marketed under any trademarks
owned or licensed by GBI (collectively, the "Personal Services"), including
without limitation, promotional or motivational speaking engagements with
Clients, attendance at promotional and public relations events, appearing as a
model or performer in media advertising, providing support for direct marketing
activities to consumers or businesses, and lending his personal endorsement to
products or services used or recommended by him, whether such endorsement is
made directly by Nicklaus or by attribution to Nicklaus of specific statements
approved by him. It is the intention of the parties that the Personal Services
will consist of and be limited to those activities where the personal services
of Nicklaus are retained by a Client in order to lend his prestige as a
professional golfer, businessman, golf course designer, or public figure to a
business, product or non-golf event developed or marketed by such Client, but
will exclude those marketing activities conducted personally by Nicklaus in
support of trademark and endorsement licensing activities of Representative
under license from GBI and in support of GBI in the conduct of its Retained
Businesses (as defined below). Representative shall be responsible for reviewing
all requests from prospective Clients for Personal Services received by
Representative, GBI and Nicklaus, and for recommending Personal Service
opportunities for final review and acceptance by GBI and Nicklaus in their
discretion. In reviewing such requests, Representative shall give due
consideration to the reasonable directions of GBI and Nicklaus and to Nicklaus'
availability as determined by GBI. For purposes of this Agreement, all talent
and use fees, honoraria and other compensation paid by Clients contracting for
Nicklaus' Personal Services shall be included in the calculation of Net
Revenues, provided however, that the value of any goods or services provided by
Clients to Nicklaus or members of his immediate family which they are required
to personally use or use for promotional purposes in support of his endorsement
shall be excluded from the calculation of Net Revenues.

           4. DUTIES OF REPRESENTATIVE. Unless otherwise directed by GBI,
Representative will actively work to promote Nicklaus' personal services, to
identify potential Clients, and to locate and develop Personal Services suitable
for Nicklaus' participation, according to such guidelines as may reasonably be
provided by GBI from time to time. Representative will also assist GBI in the
negotiation with Clients of those Personal Service deals which GBI authorizes
Representative to pursue on Nicklaus'


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behalf, provided that GBI and Nicklaus shall have a right of final approval over
any binding contract negotiated with a Client under this Agreement (each, a
"Service Contract"). Upon execution and delivery of a Service Contract,
Representative shall be responsible for providing all management services
required for GBI to fulfill such contract except as otherwise expressly agreed
by GBI or Nicklaus personally, including, without limitation: (i) coordination
of Client service requirements with Nicklaus' schedule, and generally acting as
a liaison between Nicklaus and the Clients retaining his personal services, (ii)
where required by the terms of any Service Contract, reviewing the details of
any events or promotional activities and the scripts, storyboards and/or copy of
any media advertising with Nicklaus to secure his approval thereof, and
assisting Nicklaus in communicating to the Clients any comments or revisions
requested by Nicklaus in order to secure such approval, (iii) making all travel,
set-up and practice/rehearsal arrangements required in connection with any
services to be rendered to Clients by Nicklaus, (iv) coordinating personal
supplies of endorsed products with the Clients and any third party providers
involved in customizing such products to Nicklaus' personal specifications where
appropriate, and (v) providing follow-up services to assure Client satisfaction
with services performed by Nicklaus under the Service Contracts. The parties
acknowledge that GBI and JWN are presently parties to those contracts and
arrangements with Clients described in Schedule "1" annexed hereto (the
"Existing Contracts") which provide for the provision by JWN of personal
services of the kind covered by this Agreement. Commencing on the Effective Date
(as defined below), the parties agree that GBI shall delegate and Representative
shall assume all of GBI's ongoing responsibilities for management of the
Existing Contracts under the terms of this Paragraph, and that such Existing
Contracts shall be treated thereafter as Service Contracts subject to the terms
of this Agreement except as otherwise provided herein.

           5. COMPENSATION AND EXPENSES. As a fee for the services provided
under this Agreement, GBI and Nicklaus agree that Representative shall be
entitled to receive a percentage of the Net Revenues received, in any form, by
GBI, Nicklaus and/or any other parties designated by Nicklaus as compensation
for Nicklaus' services under any Service Contract which is signed or
substantially negotiated during the term of this Agreement and from any
extension, renewal or renegotiation of such Service Contract which is finalized
during such term. Such percentage shall be determined by mutual agreement of the
parties on a case by case basis prior to the time each Service Contract is
signed, provided that the parties agree that the minimum fee payable to
Representative from each Service Contract in any event shall be twenty percent
(20%) of Net Revenues. GBI and Nicklaus further agree that Representative shall
be paid thirty percent (30%) of the Net Revenues received, in any form, by GBI
and/or any other parties designated by Nicklaus as compensation for Nicklaus'
services under the Existing Contracts and from any extension, renewal or
renegotiation of any Existing Contract which is finalized during the term of
this Agreement, provided that, for purposes of calculating the compensation due
to Representative under this Paragraph, Net Revenues shall not include any
revenues earned by GBI or Nicklaus under the Existing Contracts prior to the
Effective Date. For purposes of calculating


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Representative's fees hereunder, Net Revenues will include all cash payments
made by Clients to GBI and/or parties designated by Nicklaus and the fair market
value of any property or barter credits provided by the Clients in lieu of cash
compensation. Where a Service Contract provides for payment or reimbursement of
expenses in addition to the agreed compensation, expense advances and
reimbursements made to Nicklaus or any other party assisting him in the
performance of his services will not be included in Net Revenues. Withholding
taxes paid by the Clients and received by the taxing authorities for the account
of GBI or a designated payee and credited for their benefit under applicable tax
laws and treaties shall be included in Net Revenues, provided that any other
withholding or transaction taxes imposed upon the receipts or income generated
from the payments due under a Service Contract shall be excluded from Net
Revenues. In addition to its agreed fees, Representative shall be entitled to
payment or reimbursement by GBI or the designated payee (if there has been an
assignment of rights or payments as contemplated by Section 6, below) of its
out-of-pocket expenses, including travel, express and communication charges
incurred by Representative's personnel in connection with the marketing,
negotiation, consummation and management of Service Contracts under this
Agreement, to the extent such expenses are not directly paid or reimbursed by
the Client. Representative will use its best efforts to manage such expenses
within such budgetary requirements as may be established by GBI and Nicklaus for
marketing of new endorsement services and to obtain the commitment of Clients to
reimburse ongoing expenses of Representative under any Service Contract
negotiated by Representative. Unless otherwise approved for payment by a Client,
or authorized for reimbursement by GBI and Nicklaus in an annual marketing
budget, Representative will secure the prior approval from GBI or Nicklaus of
all single expense items in excess of one thousand dollars ($1,000) and any
recurring expense items expected to exceed twelve thousand five hundred dollars
($12,500) in the aggregate in any twelve (12) month period.

           6. SUBSTITUTION OF CONTRACTING PARTIES. It is understood that
Nicklaus has, by executing this Agreement, reserved the right in his discretion
to enter into any Service Contract in his own name or in the name of any other
entity designated by him to provide his personal services to Clients where he
determines that GBI is not the appropriate party to provide the required
services, and that GBI and Nicklaus have further reserved the right to assign
any payments due to them under a Service Contract to such parties as may be
designated by them. GBI and Nicklaus acknowledge that Representative's rights
and obligations under this Agreement, including without limitation, its right to
receive compensation as agreed under Section 5 from GBI or the party designated
by Nicklaus to enter into or perform such Service Contract, shall not be
affected by an assignment of any Service Contract or payment right to a party
other than GBI, either prior to or after execution of such Service Contract, and
that the party assigning such payment right shall be responsible for payment to
Representative of any agreed fees to the extent such fees are not paid by the
designated payee under such Service Contract.

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           7. PAYMENT DIRECTIONS AND COLLECTION RIGHTS. At Representative's
request, GBI and Nicklaus agrees to direct the payment to Representative of all
compensation and expense reimbursements from Service Contracts negotiated by
Representative under Paragraph 3, above, and GBI and Nicklaus authorize
Representative to deduct its fees and reimbursable expenses under Paragraph 5
and remit the balance as directed by them as soon as practicable after
Representative's receipt of funds. Representative is further authorized by this
Agreement to endorse and deposit in its bank accounts any checks received for
such purposes, whether payable to Representative or to another designated payee
alone or jointly, and to pay the net share over to the parties entitled to
receive such funds by check or other transfer from Representative's accounts. In
the event that Representative does not directly collect funds due from Client
under any Service Contract, GBI and Nicklaus agree that: (i) payment in full to
Representative of its percentage fees under Paragraph 5 will be due not later
than thirty (30) days after receipt of funds by the designated payees, and (ii)
their right to assign payments will be limited to the net amount due to them
after payment of Representative's fees and any expense reimbursements from
Clients which are due to Representative under this Agreement.

           8. THIRD PARTY PROFESSIONAL SERVICES. Representative will coordinate
its activities under this Agreement with legal, tax and/or accounting work
performed on GBI's and Nicklaus' behalf by their professional advisors. It is
understood and agreed that Representative's personnel are not licensed to
provide, and will not provide, independent public accounting or legal services
on behalf of GBI in connection with the negotiation and drafting of Service
Contract and the structuring of related transactions for liability and tax
purposes. GBI and Nicklaus shall be responsible for retaining all professional
advisors as necessary to protect their interests under any Service Contracts and
for payment of the fees and expenses of such persons from their net receipts
under this Agreement unless otherwise agreed at the time such services are
provided. The parties acknowledge and agree that GBI and Nicklaus shall be free
to retain the services of professionals who provide similar services for
Representative in connection with marketing transactions handled by
Representative for its own account, and that the representation of GBI and
Nicklaus by such persons in connection with the Service Contracts to be
negotiated and performed under this Agreement does not create any conflict with
the interests of Representative under this Agreement as GBI's exclusive
marketing representative.

           9. TERM; RENEWAL. The term of this Agreement will begin on the
"Effective Date", which for purposes of this Agreement shall have the same
meaning and be deemed to occur simultaneously with the Effective Date defined in
Section 4 of that certain Agreement and Plan of Reorganization between GBI and
Representative of even date herewith, and will end on December 31, 2006, unless
otherwise terminated or renewed as provided below.

           (a) Either party may terminate this Agreement in the event of a
material breach by the other party on ninety (90) days written notice specifying
the breach, unless the other party has cured the breach to the reasonable
satisfaction of the


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notifying party within such notice period. Representative shall have a special
right to terminate this Agreement, without cause, at the end of any calendar
year, commencing with the end of calendar year 1997, by giving written notice to
GBI of its intent to terminate not later than July 1 of the year in which such
termination is to be effective. As a condition to such termination,
Representative shall make reasonable efforts to continue its marketing
activities and to arrange for an orderly transition of all marketing and
management responsibilities with respect to prospective Clients and Service
Contracts to GBI or its designated successor representative(s) prior to the
effective date of such termination.

         (b) This Agreement shall terminate automatically in the event that
either party suffers or commits any of the following acts of default, unless
such default is waived in writing by the non-defaulting party upon such
assurances of cure and future performance as such non-defaulting party may
reasonably request: (1) institutes voluntary proceedings under any bankruptcy or
insolvency law or other law for the benefit of creditors or the relief of
debtors, becomes the subject of involuntary bankruptcy proceedings instituted by
other parties, and such proceedings are not dismissed within sixty (60) days of
the commencement thereof, or is adjudicated bankrupt or insolvent in any legal
proceedings, (2) makes a general composition, assignment for the benefit of its
creditors, or other common-law or statutory arrangement for compromise of its
indebtedness to general creditors, (3) is voluntarily or involuntarily
dissolved, becomes the subject of any seizure or receivership affecting its
ability to perform this Agreement, or ceases its business or materially curtails
any part of the business activities contemplated by this Agreement, or (4)
voluntarily transfers all or a substantial part of the employees, or conveys all
or a substantial part of the assets or intangible rights necessary to perform
this Agreement, without a permitted assignment of this Agreement to the
transferee. Any termination under this subparagraph shall be without prejudice
to any other right or remedy which the non-defaulting party may have as a result
of such event or events, and shall not release the defaulting party from any
damage claims arising under this Agreement as a result of such default unless
otherwise agreed in writing.

         (c) The expiration or earlier termination of this Agreement shall not
affect Representative's right to receive fees under Paragraph 5, above, with
respect to any Service Contract concluded by GBI (i) prior to the effective date
of such termination, or (ii) within a period of six (6) months after the
effective date of such termination, if such contract is with any Client actively
solicited by Representative during the term of this Agreement. Representative's
rights to payment with respect to such Service Contracts shall continue at the
agreed rate until the expiration or earlier termination of the contract term in
force on the effective date of the termination of this Agreement or on the date
of execution of such Service Contract, whichever last occurs, and shall not
apply to any renewal or extension of such Service Contract other than by
exercise by a Client of an option to renew on terms contained in such Service
Contract or otherwise negotiated by Representative on behalf of GBI prior to the
expiration of this Agreement. GBI and Nicklaus shall be free to renegotiate any
Service Contract subject to this Agreement


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prior to the termination of Representative's rights hereunder, provided that
Representative's rights to payment shall continue only as to the original
compensation levels and stated term of such Service Contract, and shall not
apply to any additional compensation or term extensions obtained by GBI or
Nicklaus in such renegotiation.

         (d) Upon the expiration of the initial term of this Agreement,
Representative shall have the option to renew this Agreement for successive
three (3) year terms subject to its satisfactory performance of its
responsibilities to GBI under this Agreement through the effective date of such
renewal. Any such option shall be exercised by Representative in a written
notice given to GBI not later than July 1 of the calendar year in which the
initial term or then current renewal term expires. A renewal shall be effective
automatically if due notice is given unless GBI makes a written objection to
such renewal on or before its effective date, which objection shall state in
reasonable detail the reasons for GBI's dissatisfaction with Representative's
performance and the actions reasonably necessary for Representative to remedy
the recited problems. The delivery of a written objection to renewal by GBI
shall, if necessary, extend the term of this Agreement for a minimum period of
ninety (90) days from the date of such notice, if such period is longer than the
remaining stated term then in force, which extension is made for the purpose of
allowing the parties to resolve the matters raised in such notice to their
mutual satisfaction.

           10. ASSIGNMENT; SUBCONTRACTING. Representative shall not assign any
of its rights or delegate any of its duties hereunder to any third party, other
than a wholly owned subsidiary of Representative, without the prior written
consent of Nicklaus as the principal of GBI, and any purported assignment or
sublicensing by Representative without such consent shall be of no force or
effect.

         (a) It is understood and agreed that Representative may, in the normal
course of its business, subcontract with brokers, finders and other parties
having contact with Clients for the purpose of obtaining introductions and sales
assistance in the solicitation and negotiation of Service Contracts with such
Clients. Such activities shall not be deemed a prohibited assignment of this
Agreement, provided, however, that Representative shall give prior written
notice to GBI of the identity, business address, and scope of the duties of any
broker, finder or representative authorized to solicit Clients and the Clients
to be assigned to such person. Unless GBI makes a reasonable objection to such a
person within fifteen (15) days of such notice, Representative shall be
authorized to enter into a subcontract with such person consistent with the
matters stated in such notice.

         (b) Notwithstanding the ability of Representative to deal with brokers
or finders as authorized under subparagraph (a), above, Representative
acknowledges that any representation arrangement between Representative and
another marketing or sales representative shall be deemed an assignment by
Representative subject to the requirements of this Paragraph 10 if such
arrangement provides the representative with exclusivity regarding classes of
Clients or defined geographic territories, or delegates all or substantially all
of Representative's obligations to market, sell and negotiate with


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Clients or provide management services within such classes or territories,
regardless of the form of such transaction. No such arrangement shall be
developed without the prior consent of GBI, and GBI shall have the right to
approve any agreements between Representative and the representative documenting
such arrangement in order to assure that its rights under this Agreement are
protected.

         (c) Notwithstanding the approval by GBI of an assignment under this
Paragraph 10, no assignment by Representative of its rights hereunder or
delegation of its duties shall relieve Representative of any of its obligations
hereunder, and any permitted assignee of Representative shall be subject to the
restrictions imposed on Representative under this Paragraph 11 with respect to
any further assignment of its rights or delegation of duties under this
Agreement.

           11. OTHER BUSINESS OPPORTUNITIES. GBI acknowledges that
Representative has been authorized by GBI to explore, develop and promote other
business and licensing opportunities involving GBI and related intangible rights
associated with Nicklaus, and that business opportunities may be presented to or
developed by Representative as an result of its efforts and involvement in the
promotion and solicitation of Service Contracts for Nicklaus' services. In the
event that such opportunities consist of design services offered by GBI's
Nicklaus Design division or Nicklaus' personal services and his endorsement as a
designer of golf courses of a finished golf course, a daily fee golf project, or
a residential real estate project, the parties agree that the commission rates
payable and procedures applicable to design and related consulting agreements
under that certain Design Services Marketing Agreement between GBI and
Representative will apply to the negotiation, consummation and management of
such activities. In the event that such opportunities involve any matter
included within the those Retained Businesses of GBI (as more particularly
described in Schedule "A" of that certain Trademark License Agreement of even
date herewith between Golden Bear and GBI), Representative agrees to refer such
opportunities to GBI free and clear of any claims for compensation under this
Agreement, provided that Representative shall have a right of first negotiation
to furnish any goods or services available from Representative, its corporate
affiliates, or its licensees which are reasonably required in connection with
the development and operation of such Retained Business. All other business
opportunities generated by Representative in connection with the performance of
its duties under this Agreement shall be for the sole and exclusive account of
Representative, and may be pursued in its sole discretion without obligation to
GBI under this Agreement subject only to those restrictions which may apply
under another written agreement between the parties.

         12.      MISCELLANEOUS.

         (a) CHOICE OF LAW; ARBITRATION. This agreement shall be construed and
enforced in accordance with the internal laws of the State of Florida without
regard to conflicts of laws rules which might otherwise be applied. The parties
agree, except as otherwise expressly set forth herein, that all disputes
involving the construction or enforcement of this Agreement shall be resolved by
binding arbitration before a single


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arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") and the Federal and Florida Arbitration Acts.
The parties agree that the location of any such arbitration shall be at a site
selected by the arbitrator in Palm Beach County, Florida, unless otherwise
agreed at the time the dispute is submitted to the AAA. In accordance with the
Federal and Florida Arbitration Acts, any party may apply to any court of
competent jurisdiction to compel arbitration in accordance with this
subparagraph or to enforce any award rendered by the arbitrator in a proceeding
conducted hereunder in accordance with its terms. Unless otherwise agreed in
writing by the parties, legal action to compel any arbitration involving the
construction or enforcement of this Agreement may be brought by either party in
that State or Federal Court having subject matter jurisdiction over the cause
which is located in Palm Beach County, Florida, and each of the parties to this
Agreement hereby agrees to submit to the personal jurisdiction of such Courts
regardless of the domicile of such party at the time such action is filed. In
any arbitration under this subsection, the arbitrator shall have the authority
to award to the prevailing party attorneys' fees and expenses in accordance with
the provisions of subparagraph (e) of this Section.

         (b) NOTICES. Any notice to be given under this Agreement shall be made
in writing and shall be sent to the address of the intended recipient as set
forth at the beginning of this Agreement or the facsimile number set forth on
the signature page, or to such other address or facsimile number as may be
designated in a written notice meeting the requirements of this subsection.
Notices under this subparagraph will be effective: (i) if mailed by certified
mail, return receipt requested, three (3) days after the date the notice is
deposited, postage paid with the United States Postal Service, as shown by its
receipt for certified mail; (ii) if sent via courier service or express
delivery, upon the date of actual delivery as endorsed by the carrier or person
accepting such delivery for the recipient of such notice, or (iii) if sent via
facsimile to the telephone numbers given by the recipients of such notice, on
the date of transmission as shown by the confirmation forms printed by the
sending machine showing the recipients' station identification and verification
of error free communication, provided that confirmation copies of the notice are
sent to the recipient via certified mail or courier as provided above not later
than the day following the date of such confirmed facsimile transmission.

         (c) ENTIRE AGREEMENT; AMENDMENT. This Agreement and the annexed
schedules constitute the entire agreement of the parties with respect to the
subject matter hereof. This Agreement may not be amended or modified, or any
right or obligation of a party hereunder waived or released, except in a written
document signed by the party to be charged with such amendment, modification,
waiver or release.

           (d) COUNTERPARTS. This agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

           (e) EXPENSES; ATTORNEYS' FEES. Except as otherwise expressly provided
in this Agreement, each party shall be responsible for payment of its own
expenses


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(including, without limitation, the fees and expenses of their agents,
representatives, counsel and accountants) incidental to the preparation and
carrying out of this Agreement. In the event any party is required to retain the
services of an attorney to enforce the rights of such party under this
Agreement, or to require a construction of this Agreement or declaration or
determination of the rights of any party hereunder, the prevailing party or
parties in any subsequent litigation involving such matter shall be entitled to
receive an award of all attorneys' fees incurred by them in connection with such
matter, including any fees incurred for review, negotiation, settlement,
preparation of pleadings, trial or appeal.

         (f)        PARAGRAPH  HEADINGS.  The paragraph  headings are inserted
for convenience of reference only, and shall not affect the interpretation or
construction of any of the express terms of this Agreement.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals as of the date first set forth above.

GOLDEN BEAR INTERNATIONAL, INC.              GOLDEN BEAR GOLF, INC.



By: _______________________________        By:___________________________
      Name:                                   Name:
      Title:                                  Title:
      Its Authorized Signatory                Its Authorized Signatory
      Facsimile Number:  (561) 626-4104       Facsimile Number:  (561) 626-4104






                                              Jack W. Nicklaus
                                              Facsimile Number:  (561) 626-4104


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                                  SCHEDULE "1"

                      Identification of Existing Contracts



         1.       Trademark License Agreement between GBI and Dunlop Slazenger
                  Corporation, dated as of September 1, 1994.

         2.       Endorsement Agreement between GBI and Gulfstream Aerospace
                  Corporation dated as of September 1, 1994,

         3.       Personal Services and Promotional Agreement between GBI and
                  Young & Rubicam Detroit on behalf of its client, the
                  Lincoln-Mercury Division of the Ford Motor Company, dated
                  April 13, 1993, commencing June 1, 1993.

         4.       Endorsement Agreement between GBI and Rolex Watches dated
                  March 16, 1995.

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