EXHIBIT 10.10

                           TRADEMARK LICENSE AGREEMENT

         THIS AGREEMENT, dated as of June 7, 1996, is made between Golden Bear
International, Inc. (hereinafter, "Licensor"), a Florida corporation with its
principal offices at 11780 U.S. Highway No. 1, North Palm Beach, Florida 33408,
and Golden Bear Golf, Inc. (hereinafter, "Licensee"), a Florida corporation,
with its principal offices at 11780 U.S. Highway No. 1, North Palm Beach,
Florida 33408.

                                    RECITALS:

         A. It is the intention of the parties that Licensee will take over
Licensor's interest in the ownership and operation of various businesses
currently operated by Licensor and operated by third parties under license from
Licensor as more particularly described in the attached Schedule A (the
"Transferred Businesses"), and that Licensor will license Licensee to conduct
and sub-license the Transferred Businesses under the marks and names presently
or hereafter owned or used by Licensor; and

         B. It is the further intention of the parties that Licensee will have
the exclusive right, subject to the terms and conditions of this Agreement, to
develop future business opportunities utilizing the goodwill developed by
Licensor and the marks and names licensed under this Agreement, except for those
existing lines of business and business opportunities expressly reserved to
Licensor, as more particularly described in the attached Schedule A (the
"Retained Businesses").

                                  UNDERTAKINGS:

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein, and other good and valuable consideration being extant, the
parties agree as follows:

1.       GRANT OF LICENSE.

         A. Licensor hereby grants to Licensee the exclusive license to use the
GOLDEN BEAR trade name and trademark, as well as all of the other marks shown on
the attached Schedule B (hereinafter referred to individually and collectively
as "Licensed Marks") in connection with the manufacture, advertising, sale and
distribution of all of the goods and rendering of all of the services included
within the description of the Transferred Businesses in Schedule A, including
those goods and services set forth in the registrations and applications on
Schedule B, except as otherwise noted in such Schedule (hereinafter,
collectively, the "Licensed Goods"). The Licensed Goods shall include line
extensions, except as expressly reserved herein.

                  B. Licensor further grants to Licensee the right to use the
                  name, image, likeness, nickname, biographical data, and other
                  identifying characteristics of Jack W. Nicklaus (hereinafter
                  the "Nicklaus Image") in connection with the advertising,
                  promotion, or sale of the goods or the rendering of the
                  services covered by the Licensed Goods.

                  C. Licensor also grants to Licensee those limited rights in
                  Licensor's copyrighted works indicated on Schedule C
                  (hereinafter "Licensed Copyrights"). Licensor expressly
                  reserves all other copyright rights in the



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                  Licensed Copyrights not expressly granted by such Schedule,
                  including without limitation, the right to make derivative
                  works other than those derivative works authorized by such
                  Schedule.

                  D. The license granted herein does not include the right of
                  Licensee to use the personal services of Jack W. Nicklaus as a
                  model or spokesman, or to attribute specific statements,
                  claims or endorsements to Mr. Nicklaus as an individual. The
                  right to such personal services of Mr. Nicklaus as an
                  individual will be the subject of written agreements
                  separately negotiated between Licensee and Jack W. Nicklaus,
                  including an Employment Agreement between the parties which
                  will become effective as of the Effective Date (as defined
                  below).

                  E. In addition to the licenses granted herein, Licensor
                  acknowledges and agrees that Licensee shall have the exclusive
                  right to develop new business opportunities utilizing the
                  Licensed Marks, Licensed Copyrights and the Nicklaus Image in
                  connection with product and service lines outside of the
                  current scope of the Licensed Goods, and that the scope of the
                  licenses granted herein will be extended to include such
                  business opportunities subject to the further terms and
                  conditions of this Agreement, including P. 5, below.
                  Notwithstanding the foregoing, Licensee acknowledges that
                  Licensor has expressly reserved its exclusive right to utilize
                  and license the Retained Marks (as defined in sub-paragraph
                  4C, below), the Nicklaus Image, and the Licensed Copyrights in
                  connection with the Retained Businesses, and that Licensee
                  shall not be permitted, by virtue of the licenses granted
                  above or any extension of such licenses, to make or license
                  any use of the Licensed Marks, the Nicklaus Image or the
                  Licensed Copyrights which infringes upon or is in the same
                  field of use as any of the Retained Businesses, or would cause
                  substantial or irreparable damage to Licensor or any of
                  Licensor's material business relationships in connnection with
                  any of the Retained Businesses.

2.       SCOPE.  This License shall be exclusive and worldwide.

3.       ROYALTIES.  This License is paid in full and shall be royalty free.

4.       QUALITY STANDARDS.

                  A. Licensee understands and acknowledges that Licensor has the
                  right to establish and to change the standards of quality of
                  the Licensed Goods identified by the Licensed Marks, subject
                  to the further terms of this Paragraph 4.

                  B. Licensor expressly adopts the standards of quality of the
                  Licensed Goods identified by the Licensed Marks as they
                  existed on the Effective Date (as defined below) of this
                  Agreement.

                  C. Licensor agrees that it will maintain quality standards for
                  the goods and services provided by Licensor and its licensees
                  in the Retained Businesses under those marks which are the
                  same as or substantially


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                  similar to the Licensed Marks (hereinafter, the "Retained
                  Marks") at a level consistent with or superior to the quality
                  standards in effect for such trademarks of Licensor on the
                  date of this Agreement, provided that Licensor may make
                  reasonable modifications to such standards to conform them
                  with quality standards for the Licensed Goods proposed by
                  Licensee and approved by Licensor under sub-paragraph E,
                  below. In order to permit Licensee to monitor Licensor's
                  adherence to the foregoing covenant, Licensor further agrees
                  that if it intends to enter into any new license with a third
                  party to use any of the Retained Mark in connection with
                  Licensor's Retained Businesses, Licensor shall submit the
                  proposed quality standards for the goods or services to be
                  offered under such license to the Licensee at least thirty
                  (30) days prior to the date such license with the third party
                  becomes a binding agreement of Licensor. If Licensee objects
                  to the proposed standards during such thirty (30) day period,
                  Licensor will not adopt such standards until the parties have
                  resolved such objections.

                  D. Licensor agrees that it will not change the standards of
                  quality for any of the Licensed Goods without giving Licensee
                  at least sixty (60) days written notice of the change and,
                  further, that any such changes will not be required to be made
                  by the Licensee until the Licensee has exhausted its inventory
                  of goods made in accordance with the Licensor's prior
                  standards. Licensee agrees to conform to such standards as
                  Licensor may establish from time to time, provided that the
                  new standards do not (i) materially increase the cost of
                  production or distribution of the Licensed Goods affected by
                  such changes over the existing standards, (ii) materially
                  depart from the quality standards established by Licensor for
                  the Retained Businesses, or (iii) materially depart from the
                  quality standards in effect as of the Effective Date.

                  E. Licensee may propose new standards for adoption by Licensor
                  for Additional Goods (as defined in P. 5, below), and it may
                  suggest changes in existing standards for the Licensed Goods
                  bearing the Licensed Marks. Such proposed standards shall be
                  submitted in writing for approval by Licensor, which approval
                  shall not be withheld or delayed if such proposed standards
                  are consistent with existing standards applicable to the
                  Licensed Goods and the Retained Businesses. If the Licensor
                  does not respond in writing to the Licensee regarding such new
                  or changed standards within thirty (30) days of its receipt of
                  the Licensee's written proposal, the Licensor's consent
                  thereto shall be conclusively presumed.

                  F. Licensee agrees to furnish to Licensor, at Licensor's
                  request, a reasonable number of samples of each of the
                  Licensed Goods identified by the Licensed Marks, without cost
                  to Licensor, not to exceed twenty (20) samples of any one
                  product in any one year period. Additional samples shall be
                  furnished to Licensor at its request and expense, based on
                  Licensee's wholesale price plus shipping. The limitation of
                  this paragraph


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                  shall not apply to samples of the Licensed Goods which are
                  necessary for Licensor to obtain or maintain the registration
                  of the Licensed Marks or for the enforcement of rights in such
                  marks.

                  G. Licensee shall not advertise, distribute, offer for sale,
                  render, or sell Licensed Goods identified by the Licensed
                  Marks which do not meet the quality standards established
                  hereby. However, Licensee shall have the right to dispose of
                  any Licensed Goods not made in accordance with the Licensor's
                  standards or which are no longer in style in accordance with
                  the then prevailing custom and practice of the trade for like
                  goods.

                  H. Licensee shall permit Licensor or its designees to inspect
                  Licensee's premises, facilities, and equipment, during normal
                  business hours for the purpose of insuring Licensor's control
                  over the quality of the Licensed Goods identified by the
                  Licensed Marks. Licensee, however, shall not be required to
                  permit any such inspection by Licensor where the inspection
                  would disclose one or more trade secrets of the Licensee.

                  I. So long as Jack W. Nicklaus is actively involved in the
                  management of Licensor, all final decisions by Licensor
                  regarding the standards of quality or the approval or
                  disapproval of Additional Goods shall be made personally by
                  Jack W. Nicklaus, unless Licensee waives such requirement.

5. EXPANSION OF EXISTING RIGHTS. The parties acknowledge that the Licensed Marks
and Nicklaus Image have enjoyed worldwide renown as a result of the fame of Jack
W. Nicklaus and the business, marketing and licensing activities conducted by
Licensor prior to the date of this Agreement. Subject to the terms of this
paragraph, Licensor hereby agrees to grant Licensee the right, on an exclusive
worldwide basis, to expand the current scope of the business conducted under the
licenses granted by this Agreement to any reasonable category of goods or
services that either party proposes to offer or license which is outside of the
scope of the Retained Businesses (the "Additional Goods"), and to provide for
any reasonable extension of the Licensed Goods and Licensed Marks under this
Agreement to cover such expansion.

                  A. Licensee may, but shall have no obligation whatsoever to,
                  undertake the development of a new product or service which is
                  within the Additional Goods. In the event that Licensee
                  desires for such product to be advertised, promoted, or sold
                  or such service to be rendered using any of the Licensed Marks
                  or the Nicklaus Image, Licensee will provide Licensor with
                  written notice of its intention to develop such Additional
                  Goods and a reasonable description of the product(s) or
                  service(s) involved, the Licensed Marks which Licensee
                  proposes to utilize, and Licensee's proposed quality standards
                  for such Additional Goods. Licensor shall have thirty (30)
                  days after its receipt of such notice to make written
                  objection to such proposal if Licensor reasonably believes
                  that the use of the Licensed Marks in connection with the
                  Additional Goods proposed in Licensee's notice: (i) will be in
                  the same field of use as any of


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                  the Retained Businesses, or would cause substantial damage to
                  any of Licensor's material business relationships in
                  connnection with the Retained Businesses, (ii) will associate
                  the goodwill of the Licensed Marks with a product or service
                  category or distribution network having a reputation which
                  would substantially harm the public image of Licensor or any
                  of its Retained Businesses, or (iii) would substantially harm
                  the personal reputation or image of Jack W. Nicklaus or
                  compromise his integrity as a public figure.

                  B. Unless Licensor makes a timely written objection to
                  Licensee's proposal to add Additional Goods to this Agreement,
                  the product(s) and/or service(s) described in Licensee's
                  notice shall be added to the Licensed Goods subject to this
                  Agreement, and Schedule B shall be deemed amended as set forth
                  in such notice without further action of the parties. In the
                  event that Licensor objects to Licensee's notice within the
                  required time period, the parties will make reasonable efforts
                  to address Licensor's objections and, to the extent
                  practicable under the circumstances, to reach agreement upon a
                  revised description for the Additional Goods which resolves
                  such objection, which description shall be incorporated in a
                  written amendment to Schedule B to this Agreement. If the
                  parties are unable to resolve Licensor's objections, the
                  Additional Goods described in Licensee's notice shall not be
                  licensed under this Agreement. In the event that Licensee in
                  good faith believes that Licensor has no reasonable basis for
                  any objection raised under sub-paragraph A, above, Licensee
                  shall have the right to seek relief as provided in Paragraph
                  17, below.

                  C. If Licensor undertakes to develop any new product or
                  service, or if it receives an offer from a third party to
                  license a new product or service, which is within the scope of
                  the Additional Goods, and for which the Licensor intends to
                  use or license the use of any marks which are the same as or
                  substantially similar to the Licensed Marks or any part of the
                  Nicklaus Image, Licensor shall first offer Licensee the right
                  to develop or sublicense such product(s) or service(s) under
                  exclusive royalty-free license as part of the Licensed Goods
                  in accordance with the terms of this Agreement. Such offer
                  shall be in writing and shall state Licensor's intention to
                  develop or license such Additional Goods, shall provide a
                  reasonable description of the product(s) or service(s)
                  involved and the trademarks which Licensor proposes to utilize
                  as Retained Marks in connection with such business, and shall
                  identify the names of any prospective third party licensees
                  and the material licensing terms offered by them to Licensor.
                  If such offer is made by Licensor in response to a third party
                  licensing offer, Licensor's offer shall include the option, in
                  Licensee's discretion, to pursue such licensing opportunity
                  with such third party without compensation to Licensor in the
                  event that Licensee accepts the opportunity relating to the
                  offered goods or services. In the event that Licensee accepts
                  the offer to develop or sublicense the Additional Goods

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<PAGE>

                  identified in such offer, the product(s) and/or service(s)
                  described in Licensor's offer shall be added to the Licensed
                  Goods and the proposed marks shall be added to the Licensed
                  Marks subject to this Agreement, and Schedule B shall be
                  deemed amended as set forth in such offer without further
                  action of the parties.

                  D. In the event that Licensee fails to accept any offer made
                  by Licensor under sub-paragraph C., above, within a sixty (60)
                  days of its receipt thereof, Licensor may request that such
                  Additional Goods be added to the Retained Businesses
                  identified in this Agreement by further written notice
                  renewing the terms of its prior offer and stating Licensor's
                  intention to add such Additional Goods to the Retained
                  Businesses if such renewed offer is rejected and such addition
                  is approved in writing by Licensee. Licensee agrees to respond
                  in writing to any such request as soon as reasonably
                  practicable, provided however, that Licensee shall not be
                  required to accept Licensor's prior offer or to approve
                  Licensor's request to add the proposed Additional Goods to the
                  Retained Businesses if Licensee reasonably determines that (i)
                  such Additional Goods are not appropriate to the brand image
                  established by Licensee for the Licensed Goods, (ii) such
                  Additional Goods would compete with any of the Licensed Goods,
                  (iii) such Additional Goods would be an appropriate business
                  opportunity for Licensee to exploit at a future date, or (iv)
                  the proposed expansion of the Retained Businesses would cause
                  substantial damage to any of Licensee's material business
                  relationships.

                  E. If Licensee approves Licensor's request under sub-paragraph
                  D to add Additional Goods to the Retained Businesses reserved
                  by Licensor under this Agreement, the product(s) and/or
                  service(s) described in Licensor's request shall be added to
                  such Retained Businesses, and Schedule A shall be deemed
                  amended as set forth in such offer without further action of
                  the parties.

                  F. If Licensor decides to abandon its use of the Retained
                  Marks for any material part of the Retained Businesses
                  (considered on an individual product line or category of
                  service basis in any geographic jurisdiction where such
                  Retained Marks may be exploited by Licensee in a commercially
                  reasonable manner), rather than offering to assign, transfer
                  or otherwise convey its ownership interest in such trademarks
                  and/or the related assets of such business in a transaction
                  subject to sub-paragraph 13 B, below, Licensor shall provide
                  Licensee with reasonable prior written notice identifying the
                  products and/or services and jurisdictions affected by such
                  decision and the time after which Licensor reasonably
                  anticipates that such rights will be available for use by
                  Licensee. Licensee shall have the exclusive right during the
                  term of this Agreement to utilize such Retained Marks as
                  Licensed Marks for the purposes stated in such notice, and the
                  products and services identified in such notice may thereafter
                  be included in subsequent requests under this Paragraph to add
                  Additional


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                  Products to the schedule of Licensed Goods in the discretion
                  of Licensee. Licensor shall not be required under this
                  Agreement to continue its use of the Retained Marks in any
                  part of the Retained Businesses pending Licensee's exercise of
                  its option rights under this Agreement, nor will Licensor be
                  responsible for any diminution of its trademark rights in the
                  Licensed Marks caused by delay on the part of Licensee in
                  making an election under this sub-paragraph to utilize any
                  trademark rights which become available for Additional
                  Products.

6.                NEW MARKS.

                  A. Licensee shall have the right to adopt and use in
                  connection with the Licensed Goods any mark which is similar
                  in sound or appearance to any of the Licensed Marks, without
                  the Licensor's prior written approval, provided that the mark
                  is used with goods or services which meet the Licensor's
                  standards for such goods or services. Such similar marks shall
                  be considered as part of the Licensed Marks.

                  B. Licensee shall have the right to request the adoption of
                  new marks by the Licensor as Licensed Marks for the Licensed
                  Goods which are not similar to the existing Licensed Marks,
                  and Licensee shall have the obligation to make such request if
                  Licensee intends to use the Nicklaus Image or any form or
                  variant of the Licensed Marks in connection with such new
                  marks or the advertisement or promotion of the goods and
                  services identified by such marks to the public. Any such
                  proposed new marks shall be submitted in writing to Licensor
                  for approval by Licensor, which approval shall not be
                  unreasonably withheld. If the Licensor does not respond in
                  writing to the Licensee regarding such new mark within twenty
                  (20) days of its receipt of Licensee's written proposal, the
                  Licensor's approval thereto shall be conclusively presumed.
                  Upon approval by Licensor, the new marks shall be considered
                  part of the Licensed Marks. In addition, Licensor shall be
                  free to utilize such marks or any reasonable variant thereof
                  approved by the parties as Retained Marks in connection with
                  the Retained Businesses to the extent that such use may be
                  appropriate.

                  C. In the event that Licensor desires to adopt any new marks
                  for the Retained Businesses which are not similar to the
                  existing Licensed Marks, and Licensor intends to use the
                  Nicklaus Image or any form or variant of the Licensed Marks in
                  connection therewith, Licensor shall provide Licensee with a
                  written description of such marks prior to their adoption.
                  Licensee shall have the right to object to Licensor's adoption
                  of such marks if, in the reasonable opinion of Licensee, the
                  proposed marks contain any scandalous or offensive matter, or
                  their association with the Nicklaus Image or Licensed Marks
                  could reasonably be expected to have a material adverse effect
                  upon the business of Licensee, the goodwill associated with
                  the Licensed Marks, or the market for the Licensed Goods. Iif
                  Licensee makes any such objections in writing to the Licensor


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                  regarding such new mark within twenty (20) days of its receipt
                  of Licensor's written description, the parties will be
                  required to mutually resolve such objections as a condition to
                  the adoption of such mark by Licensor. Upon adoption by
                  Licensor, the new marks shall be considered part of the
                  Retained Marks, unless otherwise mutually agreed by the
                  parties, and Licensee shall be free thereafter to utilize such
                  marks or any reasonable variant thereof approved by the
                  parties as Licensed Marks in connection with the Licensed
                  Goods to the extent that such use may be appropriate.

                  D. Licensee shall have the right to adopt, use and own any
                  mark in connection with the Licensed Goods free of the
                  limitations and restrictions of sub-paragraph A of this
                  paragraph if (i) the mark is not similar to any of the
                  Licensed Marks; and (ii) Licensee does not intend to use the
                  Nicklaus Image in connection therewith. In order to avoid
                  confusion as to the source of goods and services offered under
                  such marks as may be acquired or adopted under this
                  sub-paragraph, Licensee hereby covenants and warrants that it
                  will not use or license any mark adopted under this
                  sub-paragraph in any manner which will associate such mark
                  with the Nicklaus Image in advertising, marketing or
                  promotional activities during the term of this Agreement, nor
                  use or license any such mark in any business competitive with
                  any of the Retained Businesses until such earlier time, if
                  any, as Licensor has transferred or assigned its rights with
                  respect to the affected Retained Businesses to an unaffiliated
                  third party in a transaction subject to sub-paragraph 13 B.,
                  below.

                  E. Licensor shall have the right to adopt, use and own any
                  mark in connection with the Retained Businesses free of the
                  limitations and restrictions of sub-paragraph C of this
                  paragraph if (i) the mark is not similar to any of the
                  Licensed Marks; and (ii) Licensor does not intend to use the
                  Nicklaus Image in connection therewith. In order to avoid
                  confusion as to the source of goods and services offered under
                  such marks as may be acquired or adopted under this
                  sub-paragraph, Licensor hereby covenants and warrants that it
                  will not use or license any mark adopted under this
                  sub-paragraph in any manner which will associate such mark
                  with the Nicklaus Image in advertising, marketing or
                  promotional activities during the term of this Agreement.

                  F. The parties further acknowledge that each of them shall be
                  entitled to own, utilize and register any mark adopted by them
                  under P. P. 6D or 6E free and clear of the other restrictions
                  and limitations of this Agreement, provided however, that the
                  insurance and indemnification provisions of P. 11 shall apply
                  to any claim made against or loss sustained by a party as a
                  result of the other party's use or licensing of any such marks
                  during the term of this Agreement.


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7.       LABELING AND ADVERTISING.

                  A. All advertising and labeling of Licensee for the Licensed
                  Goods identified by the Licensed Marks and/or Nicklaus Image
                  shall conform to good industry practice and shall comply with
                  all governmental laws and regulations.

                  B. Licensee shall submit copies of any new labeling or
                  advertising bearing the Licensed Marks and/or Nicklaus Image
                  to Licensor not less than thirty (30) days prior to its first
                  use by Licensee. If Licensor reasonably objects to any such
                  labeling or advertising within ten (10) days after its receipt
                  of such copies, the Licensee shall thereafter not use it until
                  it meets with Licensor's approval, which approval shall not be
                  unreasonably withheld or delayed.

                  C. Licensee shall use the Licensed Marks only in the manner
                  and format specified by Licensor. The parties acknowledge that
                  Licensor has established formats and standards for use of the
                  Licensed Marks and Retained Marks prior to the date of this
                  Agreement and agree that such formats and standards will form
                  the basis for Licensor's specifications under this
                  sub-paragraph with respect to the Licensed Marks. Licensee
                  shall have the right to propose for Licensor's review new
                  formats and standards for use of the Licensed Marks, which
                  standards shall form the basis for future specifications by
                  Licensor with respect to such Licensed Marks under this
                  sub-paragraph upon approval by Licensor. Licensor shall not
                  unreasonably withhold or delay its approval of any new formats
                  or standards proposed by Licensee hereunder, and Licensor
                  shall be deemed to have approved any such formats and
                  standards unless written objection is made to Licensee within
                  twenty (20) days of Licensor's receipt of a written proposal
                  from Licensee requesting such approval under this
                  sub-paragraph.

                  D. Licensee shall use such trademark notices - for example,
                  the encircled "R" symbol of registration - as Licensor may
                  reasonably require.

                  E. In order to maintain the goodwill of the Nicklaus Image and
                  protect the common interests of Licensor and Licensee in the
                  preservation of such goodwill, the parties agree to consult
                  with each other and the other licensees involved in the
                  marketing of the Licensed Goods and Retained Businesses
                  regarding appropriate uses of the Nicklaus Image to promote
                  their respective marketing activities. Neither Licensor nor
                  Licensee shall materially depart from or authorize any
                  material departure from the standards and practices
                  established prior to the date of this Agreement for
                  utilization of the Nicklaus Image in advertising and
                  promotional materials generated during the term hereof unless
                  such departure is mutually discussed and approved by the
                  parties prior to the dissemination of such materials, which
                  approval shall not be unreasonably withheld or delayed.
                  Licensor agrees to use its reasonable efforts to provide
                  copies and


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                  samples of advertising and labeling generated by Licensor and
                  its other licensees in connection with the Retained Businesses
                  to Licensee for review as soon as practicable after such
                  materials become available to Licensor in order to allow the
                  parties to discuss the effective utilization of the Retained
                  Marks and Nicklaus Image and to promote uniform brand
                  standards.

8.       REPRESENTATIONS AND ACKNOWLEDGMENTS CONCERNING LICENSED MARKS.

                  A. Licensor represents, warrants and agrees that:

                                    i. It is the owner of all right, title and
                           interest in and to the trademark and service mark
                           registrations and applications listed on Schedule B.

                                    ii. It will maintain the registrations on
                           Schedule B for so long as the Licensee is using the
                           mark on any of the goods or the rendering of the
                           services set forth in such registration(s).

                                    iii. It will, on request by Licensee, file
                           applications to register the Licensed Marks in any
                           country where the marks are not presently registered
                           for any goods and services within the scope of this
                           License.

                                    iv. It will file applications at Licensee's
                           expense to register any new marks suggested by
                           Licensee and approved by Licensor pursuant to P. P.
                           6(A), and (B) in any classes and countries requested
                           by Licensee, and it may file such additional
                           applications, at Licensor's expense, in all other
                           classes and countries which it considers appropriate,
                           and seek reimbursement from Licensee for the
                           reasonable costs of filing any such registration in
                           the event such Licensed Mark is later utilized by
                           Licensee in any jurisdiction or product category
                           covered by such registrations.

                                    v. It has agreements regarding the use of
                           the GOLDEN BEAR name, the Licensed Marks or related
                           trademarks, and the Nicklaus Image with the parties
                           shown on Schedule D, and this License is subject to
                           those agreements.

                                    vi. It has pending administrative or court
                           actions involving the Licensed Marks as set forth on
                           Schedule E.

                  B. Licensee represents, warrants and agrees that:

                                    i. Any and all use of the Licensed Marks
                           shown on the attached Schedule B, or any variants
                           thereof, as well as any new marks adopted by the
                           parties under P. 6(A), (B) and (C) and used by
                           Licensee pursuant to this Agreement shall inure to
                           the benefit of the Licensor as owner of the Licensed
                           Marks and Retained Marks.

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<PAGE>


                                    ii. During the term of this Agreement and
                           thereafter, Licensee agrees that nothing herein shall
                           give it any right, title or interest in or to the
                           Licensed Marks, except the right to use in accordance
                           with the terms of this Agreement. Nothing herein
                           shall preclude Licensee from acquiring a right, title
                           or interest in the Licensed Marks or in any other of
                           the marks reserved by Licensor pursuant to separate
                           agreements.

                                    iii. During the term of this Agreement and
                           thereafter, Licensee agrees not to raise or cause to
                           be raised any objection on any ground whatsoever to
                           the validity of the Licensed Marks, the Licensor's
                           ownership thereof, or the Licensor's right to
                           register said marks as Licensed Marks for the
                           Licensed Goods or as Retained Marks for the Retained
                           Businesses, provided that such registrations are made
                           in conformity with the terms and conditions of this
                           Agreement.

                                    iv. Except as provided in clause A.iv,
                           above, Licensee will reimburse Licensor for all
                           reasonable costs in connection with the filing and
                           maintenance of registration of the Licensed Marks for
                           the Licensed Goods, including the costs and
                           attorney's fees relating to the recording of the
                           Licensee and its sub-licensees as registered users,
                           as well as for all other costs related to the
                           protection of the Licensed Marks for the Licensed
                           Goods. Licensee agrees, on request by Licensor, to
                           advance government fees and out-of-pocket expenses,
                           including attorney's fees, in connection with the
                           filing and maintenance of registrations of the
                           Licensed Marks for the Licensed Goods and such other
                           registrations as may be filed at the request of
                           Licensee for protection of the interests of
                           Licensee's future rights with respect to Additional
                           Goods.

9.       MAINTENANCE OF TRADEMARK RIGHTS; SPECIAL RIGHT OF TERMINATION.

                  A. The Licensor and Licensee agree that the non-use of the
                  Licensed Marks or of the Nicklaus Image by Licensee can have a
                  substantial adverse impact on the ownership rights of Licensor
                  in its Licensed Marks. Licensee agrees that the provisions of
                  this Paragraph shall apply in the event that Licensee does not
                  continue to make good faith, reasonable use of all of the
                  Licensed Marks in connection with the distribution and sale of
                  goods and rendering of services included within the Licensed
                  Goods, unless Licensor agrees in writing to waive its rights
                  under this sub-paragraph with respect to a particular mark,
                  geographical jurisdiction and/or product category. "Reasonable
                  Use" under this paragraph shall not require the sale of any
                  particular quantity or dollar value of Licensed Goods bearing
                  the Licensed Mark so long as Licensee or its authorized
                  sub-licensee(s) make BONA FIDE use of each Licensed Mark in
                  the ordinary course of trade in conformity with 15 U.S.C.
                  ss.1127, or such definition of


                                      -11-
<PAGE>

                  trademark "use" as may be adopted in any successor statute or
                  regulation. The abandonment by Licensee of an obsolete variant
                  of a Licensed Mark in favor of a redesigned or updated
                  Licensed Mark adopted under this Agreement as provided in
                  Paragraph 6 to represent the same brand shall not subject
                  Licensee to the provisions of this Paragraph with respect to
                  such obsolete mark or give rise to any rights in Licensor to
                  an assignment of any rights with respect to such Licensed
                  Mark.

                  B. Licensor and Licensee agree and acknowledge that Licensee
                  may from time to time deem it necessary to change Licensee's
                  use of the Licensed Marks and the Nicklaus Image in order to
                  meet competitive conditions in the markets for the Licensed
                  Goods. In the event that Licensor believes, in good faith,
                  that such changes may create a substantial risk of abandonment
                  of any of the Licensed Marks for any class of Licensed Goods
                  in any jurisdiction, Licensee shall provide reasonable
                  assurances to Licensor of its intention to utilize the
                  affected Licensed Marks upon request unless Licensee elects to
                  abandon such trademarks under sub-paragraph C, below.

                  C. If Licensee elects to abandon its use of any of the
                  Licensed Marks or to abandon its activities with respect to
                  the sub-licensing and/or sales of the Licensed Goods entirely
                  in any jurisdiction within Licensor's existing business as of
                  the date of this Agreement or in any jurisdiction to which
                  Licensee extends the business hereafter, Licensee shall give
                  Licensor prior written notice of its intention to abandon such
                  use.

                                    i. In the event Licensee gives written
                           notice of its intention to abandon pursuant to
                           sub-paragraph C., above, Licensee shall, upon written
                           request by Licensor, provide an assignment and
                           release of Licensee's further rights under this
                           Agreement with respect to its right to use such
                           individual Licensed Marks and the Nicklaus Image for
                           the affected classes of Licensed Goods in the
                           applicable jurisdiction; and Licensor thereafter
                           shall be free to use, license or sub-license such
                           rights in the applicable jurisdiction in order to
                           maintain its trademark rights as an addition to the
                           Retained Businesses authorized by this Agreement and
                           subject to the other terms applicable to such
                           Retained Businesses.

                                            ii. The parties acknowledge that the
                           rights and obligations of the parties under this
                           sub-paragraph are intended to be severable, based
                           upon Licensee's intentions with respect to the use of
                           each Licensed Mark and the Nicklaus Image for each
                           class of Licensed Goods in each applicable
                           jurisdiction, and that the transfer by Licensee of
                           its rights with respect to any individual mark as a
                           trademark for any class of Licensed Goods in any
                           affected jurisdiction as a result of Licensor's
                           exercise of its rights under this sub-paragraph shall
                           not affect the rights of Licensee (i) to utilize


                                      -12-
<PAGE>

                     such trademark in any other jurisdiction where it has not
                     elected to abandon its use of such trademark, (ii) to
                     utilize such trademark on any other classes of Licensed
                     Goods which may be offered by or under license from
                     Licensee in the affected jurisdiction, or (iii) to utilize
                     or adopt any other Licensed Mark or the Nicklaus Image in
                     the affected jurisdiction.

                  D. In the event that Licensee elects to abandon its use of all
                  or substantially all of the Licensed Marks in all or
                  substantially all of the countries included within the
                  Transferred Business conveyed to Licensee as of the date of
                  this Agreement and to which the Licensee hereafter extends
                  such business, other than territories where Licensee's rights
                  have been abandoned or surrendered to Licensor under
                  sub-paragraph C, above (hereafter the "Existing Territory"),
                  Licensor shall have the right to terminate this Agreement by
                  written notice to Licensee. Licensee may elect to abandon the
                  Licensed Marks by written notice to Licensor or by non-use of
                  all or substantially all of the Licensed Marks in all or
                  substantially all of the Existing Territory. The Licensee
                  shall have the right to withdraw any written election under
                  this sub-paragraph within thirty (30) days of its receipt of
                  Licensor's notice of termination. The Licensee shall also have
                  one hundred and eighty (180) days from the date of a notice of
                  termination from Licensor to cure any alleged abandonment
                  resulting from non-use by re-commencing use of the Licensed
                  Marks with respect to any commercially reasonable number of
                  the Licensed Goods in any commercially reasonable part of the
                  Existing Territory, provided that (I) LICENSEE SHALL PROMPTLY
                  ASSIGN AND RELEASE ITS RIGHTS AS PROVIDED UNDER CLAUSE II OF
                  SUB-PARAGRAPH C, ABOVE, IN ANY INDIVIDUAL LICENSED MARKS AND
                  LICENSED GOODS IN ANY JURISDICTIONS IN WHICH THE Licensee does
                  not intend to re-commence actual use, and (ii) Licensee shall
                  be required to promptly undertake and diligently continue
                  during such cure period those preliminary marketing activities
                  which are necessary or prudent to avoid a finding that such
                  any Licensed Marks have been abandoned or deemed abandoned
                  with respect to the Licensed Goods and territories which
                  Licensee seeks to retain under the laws and regulations of the
                  United States or any other applicable jurisdictions.

                  E. The failure of Licensor to request a release of trademark
                  rights from Licensee under this Agreement, or its failure to
                  elect to terminate this Agreement within the time provided by
                  this Agreement, shall not preclude Licensor from invoking the
                  provisions of sub-paragraph D of this paragraph at any
                  subsequent time, provided that it shall be required to give
                  Licensee ninety (90) days notice of its intention to invoke
                  such provisions, which notice shall be subject to the cure
                  rights provided in such sub-paragraph, during which notice
                  period Licensee shall be entitled to continue its rights under
                  the Agreement provided its use is in conformity with the
                  remaining terms of this Agreement.

                                      -13-
<PAGE>

                  F. If Licensor exercises its special right of termination
                  under sub-paragraph D this paragraph, this Agreement shall
                  terminate on the date stated in the notice of termination, and
                  the parties shall be released from any further obligations to
                  each other except for those which relate to acts occurring
                  prior to the date of termination.

                  G. The exercise of Licensor's special right of termination
                  under this paragraph shall not be subject to arbitration under
                  this Agreement.

10.      TRADEMARK INFRINGEMENT/UNFAIR COMPETITION CLAIMS.

                  A. Each party agrees to notify the other party of any claim
                  made against it with respect to the use of the Licensed Marks
                  by such party or its licensees, and of any claims of rights
                  conflicting with Licensor's exclusive ownership of the
                  Licensed Marks and the Nicklaus Image.

                  B. The Licensor shall have the first option to bring or defend
                  any trademark and/or unfair competition action arising from
                  the Licensee's use of the Licensed Marks, provided that such
                  right shall not apply to the prosecution or defense of any
                  claim which relates primarily to the activities and rights of
                  Licensee under this Agreement, or otherwise does not
                  materially affect the interests of Licensor in the use of the
                  Retained Marks in the Retained Businesses. Licensee shall have
                  the first option to bring or defend any action not subject to
                  Licensor's first option upon written notice to Licensor, which
                  notice shall describe the basis for such action, parties
                  involved and trademark and related rights in issue. If either
                  party does not exercise its option to bring or defend such an
                  action within ten (10) calendar days of its receipt of the
                  other party's written request to do so, the party making such
                  request may bring or defend such action in its name and in the
                  name of the other party as its interest appears in such
                  action. As between the Licensor and Licensee, the party
                  bringing the action shall have the right to control the
                  conduct of the proceeding, but in no circumstance shall either
                  party enter into any settlement, license or compromise of any
                  controversy which would affect Licensor's rights as owner of
                  the Licensed Marks and/or Nicklaus Image or Licensee's
                  exclusive rights to utilize them under this Agreement without
                  the prior written approval of the other party, which shall not
                  be unreasonably withheld.

                  C. In any action brought by Licensee involving the Licensed
                  Marks, the Licensor shall have the option to participate. In
                  any action brought by Licensor which relates to the Licensed
                  Marks or rights to license them under this Agreement, the
                  Licensee shall have the option to participate. In any action
                  involving the Licensed Marks, the party controlling such
                  action shall keep the other party reasonably advised regarding
                  the status of such proceedings, and the Licensor and Licensee
                  shall each render its fullest cooperation and assistance to
                  the other.

                                      -14-
<PAGE>

                  D. In any action which arises as a result of or relates to the
                  marketing or sale of the Licensed Goods under the Licensed
                  Marks, the Licensee shall bear all reasonable costs of itself
                  and of the Licensor, including out-of-pocket costs and
                  expenses of witnesses employed by Licensor, Licensor's
                  counsel, as well as all costs and reasonable expenses of any
                  material or expert witness. If the Licensor brings or defends
                  such an action, it shall have the right to set off its
                  out-of-pocket expenses, including attorney's fees, against any
                  monetary award or settlement proceeds actually received, and
                  the balance of any such receipts shall be remitted to
                  Licensee. If the Licensee brings such action, it shall
                  promptly pay all costs and expenses of Licensor as required by
                  this sub-paragraph, and upon payment of such costs and
                  expenses, Licensor agrees that Licensee shall have the right
                  to plead, prove and receive such amounts as part of its
                  damage, fees or taxable costs award in such proceedings
                  without further obligation to Licensor.

                  E. In any action which arises as a result of Licensor's
                  marketing or sale of goods or services included within the
                  Retained Businesses under the Retained Marks, the Licensor
                  shall bear all costs of itself and the Licensee, including
                  costs and related out-of-pocket expenses of witnesses employed
                  by Licensee, Licensee's counsel, as well as all costs and
                  reasonable expenses of any material or expert witness. In any
                  such action, the Licensor shall have the right to receive and
                  retain any monetary award granted by the court.

11.      PRODUCT LIABILITY, INDEMNITY & INSURANCE.

                  A. Nothing in this Agreement shall be construed as a guaranty
                  or warranty of any kind on the part of Licensor with respect
                  to the Licensed Goods bearing the Licensed Marks which are
                  manufactured or rendered for or by Licensee.

                  B. In no event shall Licensor be liable for any loss or damage
                  sustained by Licensee because of the manufacture, rendering,
                  sale or distribution of the Licensed Goods identified by the
                  Licensed Marks, except where the loss or damage is caused by
                  the negligence of the Licensor. In no event shall Licensee be
                  liable for any loss or damage sustained by Licensor because of
                  the manufacture, rendering, sale or distribution of goods or
                  services identified by the Retained Marks through the Retained
                  Businesses, except where the loss or damage is caused by the
                  negligence of the Licensee.

                  C. Licensee shall indemnify Licensor, its officers, directors,
                  agents, and employees harmless from, against and in respect of
                  any and all losses, liabilities, claims, causes of actions,
                  suits, damages and expenses (including attorney's fees), for
                  which any of them may become liable or which any of them may
                  incur, sustain or be compelled to pay in any action or claim
                  against the Licensor, its officers, directors, agents and/or



                                      -15-
<PAGE>

                  employees arising out of or with respect to any act or
                  omission that may be suffered or committed by Licensee or by
                  any individual, partnership, firm, corporation, or other
                  enterprise acting or purporting to act (whether or not so
                  authorized) for or on behalf of the Licensee, including
                  sub-licensees acting under color of this Agreement, unless
                  such claim, loss or damage is caused by the negligence of the
                  party seeking such indemnification.

                  D. Licensor shall indemnify Licensee, its officers, directors,
                  agents, and employees harmless from, against and in respect of
                  any and all losses, liabilities, claims, causes of actions,
                  suits, damages and expenses (including attorney's fees), for
                  which any of them may become liable or which any of them may
                  incur, sustain or be compelled to pay in any action or claim
                  against the Licensee, its officers, directors, agents and/or
                  employees arising out of or with respect to any act or
                  omission that may be suffered or committed by Licensor or by
                  any individual, partnership, firm, corporation, or other
                  enterprise acting or purporting to act (whether or not so
                  authorized) for or on behalf of the Licensor, including other
                  licensees involved in the Retained Businesses, unless such
                  claim, loss or damage is caused by the negligence of the party
                  seeking such indemnification.

                  E. During the term of this License, each party shall maintain
                  insurance in full force and effect covering general liability
                  (including contractual and products liabilities and completed
                  operations) and such other specific areas of liability as are
                  customarily insured against by parties domiciled in the United
                  States conducting business activities of the same general kind
                  and scope as those undertaken by Licensor and Licensee from
                  time to time, including appropriate umbrella coverage for
                  catastrophic events. The amounts of coverage to be provided by
                  each party (and deductibles or self insurance primary to such
                  coverage) shall be set in its reasonable discretion according
                  to customs in the businesses undertaken and general corporate
                  standards of prudent financial management, provided that
                  neither party shall materially reduce any insurance coverage
                  limits (or increase any deductibles or self insurance limits)
                  from the limits in force previous to such action without
                  providing reasonable written notice of such action to the
                  other party. Any policies of insurance effected hereunder
                  shall be placed with an insurance company of reasonable net
                  worth and reputation in the industry which is licensed in the
                  State of Florida, and any self insurance program effected by a
                  party in lieu of primary insurance coverage required hereunder
                  shall be designed and implemented in accordance with all
                  legal, regulatory and underwriting requirements applicable to
                  such programs and otherwise reasonably acceptable to the other
                  party.

                  F. Each party shall use reasonable efforts to name the other
                  party as an additional named insured party in any liability
                  policies effected by such


                                      -16-
<PAGE>

                  party under sub-paragraph E., above, where such insurance can
                  be obtained without material increase in premium or the party
                  so named agrees to pay the additional premium attributable to
                  such designation. Each party agrees to provide such other
                  party with certificates showing the policies obtained under
                  this paragraph, with the coverages and names of all insured
                  parties designated, and to cause its insurance carriers to
                  give copies of any official notice to such other party in the
                  event of a cancellation, non-renewal or material reduction or
                  limitation of coverage under any such policy.

12.      BANKRUPTCY OR INSOLVENCY PROCEEDINGS.

                  A. If either Licensor or Licensee shall file a petition for
                  relief under the United States Bankruptcy Code, 11 U.S.C.
                  ss.101 ET SEQ., or if an involuntary bankruptcy petition is
                  filed under 11 U.S.C. ss.303 which results in entry of an
                  order for relief as to either Licensor or Licensee, then the
                  rights of Licensor and Licensee with respect to rejection of
                  this Agreement under 11 U.S.C. ss.365(a) including, without
                  limitation, all rights to enforce the exclusivity provisions
                  of this Agreement, shall be governed by 11 U.S.C. ss.365(n) as
                  it presently exists or is hereafter amended.

                  B. If Licensor makes an assignment for the benefit of
                  creditors, discontinues its business, or if a receiver or
                  custodian is appointed to take control of Licensor's property
                  or business, Licensor shall be in material default under this
                  Agreement, and Licensee shall have all of the rights of a
                  licensee under 11 U.S.C. ss.365(n) as it presently exists or
                  is hereafter amended, including, without limitation, all
                  rights to enforce the exclusivity provisions of this
                  Agreement.

13.      LICENSEE'S PURCHASE OPTION RIGHTS.

                  A. If Licensor decides to assign, transfer or otherwise convey
                  its legal title and ownership interest in the Licensed Marks,
                  or in any other trademark right, trademark registration, or
                  publicity right which is licensed exclusively to Licensee
                  under this Agreement, Licensor shall offer to transfer to
                  Licensee its legal title and/or ownership interest in all
                  trademark rights, trademark registrations, and publicity
                  rights which are licensed exclusively to Licensee under this
                  Agreement, together with the goodwill of the businesses
                  symbolized thereby, for a consideration of ten dollars
                  ($10.00), plus reimbursement to Licensor for all costs and
                  expenses, including attorney's fees, directly related to the
                  transfer of such title and/or interest to Licensee. Licensee
                  acknowledges that such transfer will include the right to
                  utilize GOLDEN BEAR in Licensee's corporate name, but will not
                  include any right to own or register any part of the Retained
                  Marks or Nicklaus Image in connection with the Retained
                  Businesses or the right to prevent Licensor from utilizing its
                  corporate name in connection therewith. As a condition to the
                  conveyance of Licensor's rights under this sub-paragraph,
                  Licensee shall cooperate with


                                      -17-
<PAGE>

                  Licensor in concluding and filing such documents and
                  instruments as may reasonably be required by Licensor's legal
                  counsel to assure the appropriate division of legal rights in
                  the Licensed Marks, the Retained Marks and Nicklaus Image
                  between the parties, including without limitation, such
                  additional trademark registrations and concurrent use
                  agreements as may be required to effect such division.

                  B. In the event Licensor desires to negotiate with any third
                  party to: (i) assign, convey or transfer its ownership
                  interest in, or to license substantially all of its beneficial
                  interest in the right to license and utilize, any part of the
                  Retained Marks or the Nicklaus Image as used in connection
                  with any of the Retained Businesses, or (ii) otherwise divest
                  itself of all or substantially all of the assets, equity
                  holdings, and/or business opportunities relating to any of the
                  Retained Businesses (the foregoing being collectively referred
                  to as the "Business Interests"), Licensor agrees to enter into
                  good faith negotiations for a period of sixty (60) days with
                  Licensee regarding the acquisition by Licensee of any of the
                  Business Interests which Licensor desires to transfer to third
                  parties. Unless the parties have concluded an agreement for
                  Licensee to acquire the Business Interests which Licensor
                  intends to transfer within such negotiation period, Licensor
                  shall be free to offer and sell the Business Interests
                  included in such negotiations to third parties subject only to
                  the further provisions of this paragraph. In the event
                  Licensor proposes to make such a transfer to a third party
                  upon terms and conditions less favorable to Licensor than the
                  last offer of Licensee made during the negotiation period,
                  Licensor shall give Licensee written notice of the terms of
                  the proposed transfer, and the Licensee shall have the right
                  to accept the proposed transfer on the same terms and
                  conditions offered to or by said third party by accepting such
                  offer within thirty (30) days of the date such notice is
                  given, with the closing to be within sixty (60) days of the
                  Licensee's written notice of the exercise of its option. For
                  purposes of this sub-paragraph, a proposed change of control
                  of Licensor shall be deemed a transfer subject to the first
                  negotiation rights set forth herein, except as provided in
                  sub-paragraph C, below.

                  C. The terms of this Paragraph 13 shall not apply to any
                  proposed transfer by Licensor to Mr. Nicklaus, members of his
                  immediate family or their personal representatives or lineal
                  descendants, or to any entity or trust established to hold the
                  Licensed Marks, Retained Marks and/or Nicklaus Image for the
                  benefit of such persons and their authorized licensees,
                  provided that such transferee assumes all of the obligations
                  of this Agreement with respect to any intangible rights so
                  assigned.

14.      ASSIGNMENTS & SUB-LICENSES.

                  A. Except as otherwise provided in this Paragraph 14, this
                  Agreement may not be assigned, transferred or hypothecated by
                  Licensee, whether


                                      -18-
<PAGE>

                  by operation of law or otherwise, without the prior written
                  consent of Licensor.

                  B. This Agreement may not be assigned, transferred or
                  hypothecated by Licensor, without the prior written consent of
                  Licensee.

                  C. Any attempted assignment, or transfer or hypothecation of
                  this Agreement by either party without the written consent of
                  the other, where such consent is required, shall be null and
                  void and of no effect, and shall constitute a material default
                  hereunder.

                  D. Licensee may grant to any person, firm, corporation or
                  other entity a sub-license of any of its rights under this
                  License, provided that the sub-license is expressly subject to
                  the terms and conditions of this License.

                  E. Notwithstanding the restrictions of this paragraph,
                  Licensee shall be entitled without the consent of Licensor to
                  transfer this Agreement, by assignment or by operation of law,
                  to any entity which simultaneously acquires all or
                  substantially all of the business developed by Licensee under
                  this Agreement, provided that such entity agrees in writing to
                  accept and be bound by all of the terms and conditions of this
                  Agreement, to the extent such undertaking is not made by
                  operation of law.

15.      RELATIONSHIP OF PARTIES.

                  A. Nothing in this Agreement shall create a joint venture or
                  establish the relationship of principal and agent or any other
                  relationship of a similar nature between the parties hereto.
                  Nothing contained in this Agreement shall be construed as in
                  any way granting to or conferring upon Licensee a "franchise"
                  within the meaning of any law, statute, rule, regulation,
                  order, decision or public policy.

                           B. In all of its transactions with third parties, the
                  Licensee shall assume sole responsibility for its commitments,
                  obligations, or representations made in connection therewith,
                  and it shall not attempt to bind or commit Licensor in any
                  matter whatsoever.

                  C. The parties acknowledge that, due to the common public
                  association of the Licensed Marks and Nicklaus Image with all
                  of the products and services offered by the parties and their
                  respective licensees utilizing the Licensed Marks and Nicklaus
                  Image, it is in their mutual best interests to furnish
                  reasonable cooperation to each other in order to support
                  common marketing efforts and a unified brand image, and to
                  assist each other and their respective licensees in preventing
                  the unauthorized use of the Licensed Marks and the Nicklaus
                  Image. Without limiting the rights of the parties to manage
                  and conduct their respective businesses independently as
                  contemplated by this Paragraph 15, the parties have agreed to
                  undertake the following obligations during the term of this
                  Agreement in support of their mutual interests in maintenance
                  of the goodwill represented by the Licensed Marks and Nicklaus
                  Image:

                                      -19-
<PAGE>

                                    i. During the Term of this Agreement,
                           Licensor and Licensee will keep each other advised of
                           the identity of any subsequent licensees or venture
                           partners authorized by the parties to utilize the
                           Licensed Marks and/or Nicklaus Image and the nature
                           of the business undertaken by them, and will provide
                           each other with reasonable advance notice of events
                           affecting their respective promotional activities
                           with respect to the Licensed Goods and Retained
                           Businesses or affecting public awareness of the
                           Licensed Marks and the common brand image developed
                           by the parties and their respective licensees.

                                    ii. Licensor and Licensee will use all
                           reasonable efforts throughout the term of this
                           Agreement to meet periodically with each other at
                           least once per calendar quarter and, where
                           appropriate, with representatives of their respective
                           licensees to discuss matters of mutual importance to
                           them and complementary strategies with respect to the
                           effective world wide exploitation of the Licensed
                           Marks. In the event that either party elects to call
                           a general meeting of its staff and licensees or
                           venture partners to discuss matters of common market
                           strategy or business development, such party will
                           provide the other party with reasonable advance
                           notice of such meeting, and if requested by such
                           other party, the party calling such general meeting
                           will use reasonable efforts to schedule a plenary
                           session at such meeting where both parties and their
                           respective licensees and venture partners can attend
                           to exchange information and discuss matters of common
                           interest to them as persons utilizing the Licensed
                           Marks and Nicklaus Image. Unless otherwise agreed,
                           the expenses of any such plenary session shall be
                           shared by the parties on a PRO RATA basis according
                           to the number of attendees from each party. The
                           parties agree to hold any non-public marketing, sales
                           or business information obtained through such
                           meetings and discussions in strictest confidence, and
                           to treat such information in the same manner as their
                           own most sensitive confidential business information.
                           The parties further agree to impose similar
                           confidentiality restrictions upon their licensees in
                           a written document signed prior to the attendance of
                           any such party at any meetings where either party
                           reasonably believes that confidential information
                           will be discussed, unless the parties are satisfied
                           that the confidentiality provisions of the existing
                           license agreement with such party is sufficient to
                           protect their mutual interests under this clause.

                                    iii. Without limiting the generality of the
                           cooperation to be furnished under this sub-paragraph
                           during the term of this Agreement: (i) Licensor
                           hereby agrees to use its reasonable efforts to
                           promote the use of the Licensed Goods by all parties


                                      -20-
<PAGE>

                           affiliated with Licensor and parties having
                           substantial ongoing licensing or business
                           relationships with Licensor in connection with the
                           Retained Businesses, to the extent that Licensor has
                           knowledge of such related parties' requirements for
                           goods or services of the type included within the
                           Licensed Goods, and (ii) Licensee hereby agrees to
                           use its reasonable efforts to promote the use of the
                           goods and services provided by the Retained
                           Businesses by all parties affiliated with Licensee
                           and parties having substantial ongoing licensing or
                           business relationships with Licensee in connection
                           with the Licensed Goods, to the extent that Licensee
                           has knowledge of such related parties' requirements
                           for goods or services of the type provided by the
                           Retained Businesses. The parties agree to cooperate
                           with each other and their respective licensees in the
                           development of advertising tie-ins and
                           cross-promotional activities using the Licensed Goods
                           and Retained Businesses wherever appropriate to the
                           common marketing objectives of the parties, and the
                           parties will make reasonable efforts to use branded
                           goods or services featuring the Licensed Marks and/or
                           Nicklaus Image throughout the term of this Agreement
                           in any of their other advertising or promotional
                           activities where use of such goods or services is
                           required.

                                    iv. The parties acknowledge that the ready
                           availability of branded goods and merchandise bearing
                           the Licensed Marks and Nicklaus Image is important to
                           their common goals in promoting goodwill for their
                           respective businesses and securing long term brand
                           loyalties by supplying the requirements of affiliated
                           parties and business associates for products and
                           services endorsed by and associated with Jack
                           Nicklaus. For that reason, the parties agree to
                           cooperate with each other on an ongoing basis to
                           provide reasonable access to goods and services
                           associated with the Licensed Marks and Nicklaus
                           Image, and to extend to each other and their
                           respective clients, licensees and venture partners to
                           the fullest extent practicable the benefits of any
                           supply arrangements negotiated by the parties with
                           respect to the Licensed Goods and any goods and
                           services distributed through the Retained Businesses
                           in support of the development and implementation of
                           advertising and promotional activities requiring the
                           use of such goods and services. It is understood that
                           neither party shall be required under this clause to
                           make any purchase, advance funds, or provide any
                           credit or financial accommodation to the other party
                           in connection with any such supply arrangement, it
                           being understood that the party requesting goods or
                           services shall in all events be required to meet the
                           customary price, quantity and payment terms of the
                           supplier of such goods and services as a condition to
                           purchasing any such goods and services and to accept

                                      -21-
<PAGE>

                           sole financial responsibility for any purchases made
                           under this clause.

                                    v. The parties hereby agree to use all
                           reasonable efforts, as licensor and licensee, to
                           limit conflicts between themselves and their
                           respective licensees and licensed venture partners
                           with respect to uses of the Licensed Marks or the
                           Nicklaus Image, and subject to the provisions of
                           applicable law, to cooperate in the control of "grey
                           market" sales of Licensed Goods and any other goods
                           and services offered by the Retained Businesses.

16.      TERM OF AGREEMENT; TERMINATION.

                  A. Subject to the provision for prior termination as
                  hereinafter set forth, this Agreement and the licenses granted
                  hereunder shall be effective commencing upon 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 Licensor and Licensee of
                  even date herewith, and shall continue in full force and
                  effect until December 31, 2026. Thereafter, this Agreement
                  shall automatically be renewed for successive ten (10) year
                  terms, subject to the terms of Paragraph 17, below.

                  B. Licensee may terminate this Agreement at any time upon
                  ninety (90) days prior written notice to the Licensor.

17.      BREACH OF THIS AGREEMENT; ARBITRATION.

                  A. In the event that either party does not initiate action to
                  correct a breach of this License within ninety (90) days after
                  receipt of written notice from the other party, the party
                  giving such notice shall, as a condition to pursuing a
                  termination of this Agreement based upon such breach, demand
                  within ninety (90) days following the expiration of said
                  initial ninety (90) day period that the disputed matter be
                  submitted to arbitration by a single arbitrator in North Palm
                  Beach, Florida, or at such other site as the parties may
                  agree, in accordance with the Commercial Rules of the American
                  Arbitration Association. The cost and expenses (including
                  reasonable attorney's fees) of arbitration shall be
                  apportioned in such amounts and against such party or parties
                  as the arbitrator may determine.

                  B. The arbitrator shall have the right to issue reasonable
                  preliminary and final orders directing the parties to take
                  such actions or to cease and desist from such actions as may
                  be deemed necessary to ameliorate the effects of the alleged
                  breach on the aggrieved party or cause such party to honor its
                  financial commitments under this Agreement, provided that no
                  such award shall include incidental or consequential damages
                  or compensation for any losses sustained other than direct
                  costs incurred as


                                      -22-
<PAGE>

                  a result of such breach. Any orders so issued may be enforced
                  by preliminary or permanent injunction in any court of
                  competent jurisdiction subject to general principles of equity
                  applicable to such proceedings. The arbitrator shall also be
                  authorized to award and apportion reasonable attorneys' fees
                  to the prevailing party or parties in such action, in addition
                  to taxable costs of the arbitration.

                  C. In the event that Licensor declares a default under this
                  Agreement and requests termination as a remedy in its demand
                  for arbitration, it shall be the duty of the arbitrator to
                  determine whether the Licensee has committed a material breach
                  of any of the material covenants, terms or conditions of this
                  Agreement. If the arbitrator finds that there has been a
                  breach of any one or more of the terms thereof which is
                  material to the overall relationship of the parties under this
                  Agreement, the Licensee shall be afforded forty-five (45) days
                  from the date of the arbitrator's decision, or within such
                  additional time as the arbitrator may permit on request and
                  for good cause by Licensee, to cure such breach or to take
                  such actions or make such payments as the arbitrator may
                  require to ameliorate the effects of a default as a condition
                  to avoiding termination if such breach is not subject to cure.
                  If such material breach is curable and is not so cured, or if
                  such breach is not curable and the arbitrator does not
                  determine that there is an action or payment which would
                  appropriately ameliorate such breach, the Licensor shall have
                  the right to terminate this License upon written notice given
                  to Licensee within sixty (60) days of the later of (i) the
                  date of such arbitrator's decision, or (ii) the expiration of
                  the time afforded by the arbitrator for the cure. The
                  arbitrator may award such additional relief as the arbitrator
                  deems just, exclusive of termination, and may grant Licensor
                  the conditional right to terminate in the event Licensee fails
                  to comply with any remedies ordered by the arbitrator to
                  ameliorate the effects of a default which is not subject to
                  cure. The arbitrator's decision shall be final and binding
                  upon the parties, and it shall be a condition precedent to any
                  court action arising from an alleged breach of this License.

18. CESSATION OF USE OF LICENSED MARKS. Upon termination or expiration of this
Agreement, Licensee shall not thereafter use the Licensed Marks, including the
trade name GOLDEN BEAR, but it shall have the right to exhaust its inventory of
supplies bearing said marks, provided that they meet the Licensor's quality
standards. Licensee shall delete GOLDEN BEAR from its corporate name as soon as
reasonably practical after such expiration or termination.

19. NOTICES. Except as otherwise provided in this Agreement, all notices
required or permitted to be given hereunder shall be sent to the other in
writing and shall be valid and sufficient only if sent by facsimile transmission
and confirmed by registered or certified mail or the equivalent, postage
prepaid, addressed as follows:

         LICENSOR:                                                     LICENSEE:

                                      -23-
<PAGE>

         President                           President
         Golden Bear International, Inc.     Golden Bear Golf, Inc.
         11780 U.S. Highway No. 1            11780 U.S. Highway No. 1
         North Palm Beach, FL 33408          North Palm Beach, FL 33408

Either party hereto may change its address by a notice given to the other party
in the manner set forth above.

20. ENTIRE AGREEMENT; AMENDMENTS. This Agreement represents the entire
understanding and agreement into which all prior negotiations and agreements are
merged between the parties hereto with respect to the subject matter hereof; and
it can be amended, supplemented or changed, or any provision hereof can be
waived, only by a written instrument making specific reference to this License
signed by the party against whom enforcement of any such amendment, supplement,
modification or waiver is sought.

21. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.

22. PARAGRAPH HEADINGS. The paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

23. APPLICABLE LAW. This Agreement shall be governed by the law of the State of
Florida.

24. SEVERABILITY. If any time subsequent to the date hereof, any provision of
this Agreement shall be held by any court of competent jurisdiction to be
illegal, void or unenforceable, in whole or in part, such provision (to the
extent of such illegality or unenforceability) shall be of no force and effect,
but the illegality or unenforceability of such revision shall have no effect
upon and shall not impair the enforceability of any other provision of this
Agreement.

25. CONSTRUCTION. All terms and words used in this Agreement, regardless of the
number, format or gender in which they are used, shall be deemed and construed
to include any other number (singular or plural), or any format (hyphenated or
capitalized), or any other gender (masculine, feminine or neuter), and the term
"and" shall include "or" and vice versa, as the contents or sense of this
Agreement may require, the same as if the words had been fully and properly
written in the proper number, format, gender or expression.

         IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed by their duly authorized representatives as of the day and year
first above written.

                                      -24-
<PAGE>



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



By:_________________________                By:___________________________

Title:________________________              Title:__________________________

                                      -25-