EXHIBIT 10.5

                                 LOAN AGREEMENT

        THIS LOAN AGREEMENT dated as of JULY 13, 1998, by and among GOLDEN BEAR
GOLF, INC., a Florida Corporation ("Borrower") and JACK W. NICKLAUS (the
"Lender"), provides:

                                    ARTICLE I
                          RECITALS AND PURPOSE OF LOAN

        Subject to the terms and conditions hereinafter set forth, the Lender
agrees to lend to Borrower and Borrower agrees to borrow from the Lender, an
amount not exceeding U.S. $2,400,000.00, the proceeds of which shall be used as
set forth herein.

                                   ARTICLE II
                                   DEFINITIONS

        The terms defined in this Article II shall for all purposes of this
Agreement have the meanings herein specified unless the context expressly or by
necessary implication otherwise requires:

        "Agreement" shall mean this Loan Agreement and all written amendments
thereto.

        "Borrower" shall mean Golden Bear Golf, Inc., a Florida corporation.

        "Business Day" shall mean any day other than Saturday, Sunday or other
day on which commercial banks in the state of Florida are authorized or required
to close under applicable laws.


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        "Closing Date"  shall mean JULY 13, 1998.

        "Event of Default" shall mean an event specified in /section/11.1
hereof.

        "Loan" shall mean the Loan to Borrower hereunder.

        "Loan Documents" shall mean collectively this Agreement, the Note, and
such additional agreements, consents, environmental indemnification agreement,
documents and instruments as may be executed pursuant to this Agreement or in
connection herewith.

        "Maximum Loan Outstanding" shall mean $2,400,000.00.

        "Note" shall mean the Note of Borrower evidencing the Loan.

        "Person" shall mean a corporation, association, partnership,
organization, business, division, individual or government or political
subdivision thereof or any governmental agency.

        "Project" shall mean the residential real estate project described on
Exhibit "A" hereto.

                                   ARTICLE III
                                    THE LOAN

        3.1     AMOUNT. The Lender agrees, on the terms and subject to the
                conditions of this Agreement, to make the Loan to Borrower in
                the aggregate principal amount not to exceed U.S. $2,400,000.00.

        3.2     ADVANCE PROCEDURE. Lender shall fund the entire Loan Proceeds to
                Great Expectations, LLC in accordance with an Agreement dating
                JULY 13, 1998.


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        3.3     NOTE. The Loan shall be evidenced by the Note, dated as of the
                Closing Date in the face principal amount of U.S. $2,400.000.00
                payable to the order of the Lender.

        3.4     PROCEEDS. The proceeds of the Loan shall be utilized solely in
                connection with the Project.

        3.5     PREPAYMENT. Prepayment shall be remitted at any time without
                penalty.

                                   ARTICLE IV
                       THIS SECTION INTENTINALLY DELETED.


                                    ARTICLE V
                        THIS SECTION INTENTINALLY DELETED


                                   ARTICLE VI
                              PROFIT PARTICIPATION

        6.1     DESCRIPTION. Lender is receiving a profit participation in a
                certain residential real estate project described in the
                Agreement. As long as there is no event of default by Borrower
                hereunder, the first $2,400,000.00 of any distributions to
                Lender shall be applied to the principal of the Loan. If the
                Loan has been satisfied, the distributions (up to a total of
                $2,400,000) shall be paid to Borrower.

                                   ARTICLE VII
                              CONDITIONS OF LENDING

        The obligation of the Lender to make the Loan hereunder is subject to
the accuracy of the representations and warranties contained in Article VIII,


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to the performance by the Borrower of its obligations to be performed hereunder
and to the satisfaction of the following further conditions:

        7.1     LOAN ADVANCE.

                (a)     The representations and warranties set forth in Article
                        VIII shall be true and correct in all material respects
                        on and as of the date of the Loan advance with the same
                        effect as though such representations and warranties had
                        been made on and as of such date.

                (b)     Borrower shall be in compliance with all the terms and
                        provisions set forth herein on its part to be observed
                        or performed, no Event of Default nor any event which
                        upon notice or lapse of time or both would constitute
                        such an Event of Default, shall have occurred and be
                        continuing.

        7.2     CLOSING CONDITIONS. The following conditions shall be satisfied
                prior to funding of the Loan, as applicable:

                (a)     At Closing, the Borrower shall have delivered to the
                        Lender a duplicate original of this Agreement executed
                        by Borrower.

                (b)     At Closing, the Borrower shall have delivered to the
                        Lender the Note, executed by Borrower.

                (c)     At closing and thereafter as determined by Lender, the
                        Borrower shall have executed and delivered to the Lender
                        such other Loan Documents (if any) as may be appropriate
                        under the terms of this Agreement, all in form and
                        substance acceptable to Lender, including, but not
                        limited to, the Environmental Indemnification Agreement
                        executed by Borrower.


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                (d)     At Closing, the Borrower, shall have delivered to the
                        Lender copies of corporate resolutions adopted by the
                        Board of Directors of the Borrower, and certified by its
                        secretary, duly authorizing the execution, delivery and
                        performance of this Agreement, the Note and the other
                        Loan Documents and all transactions and documents
                        contemplated hereby and thereby.

                (e)     As determined by Lender, the Borrower shall have
                        delivered to the Lender true copies of all third party
                        consents and required governmental approvals, if any,
                        necessary to the execution, delivery and performance of
                        this Agreement, the Note, and the other Loan Documents
                        and the transactions contemplated hereby or thereby.

                (f)     No event shall have occurred and be continuing which
                        constitutes an Event of Default, or which would
                        constitute an Event of Default but for a requirement
                        that notice be given or that a period time elapse, or
                        both.

        All legal matters incident to the Loan, and all advances thereof, and
all documents and instruments to be delivered hereunder or pursuant hereto or
thereto, shall in all events be satisfactory in form and substance to counsel
for the Lender.

                                  ARTICLE VIII
                     GENERAL REPRESENTATIONS AND WARRANTIES

        Borrower represents and warrant to the Lender, as of the date of this
Agreement (unless otherwise specified) and as of the date of each advance of the
Loan that:

        8.1     INCORPORATION, QUALIFICATION, PROPERTIES. Borrower is a Florida
                corporation duly organized, existing and in good standing under
                the laws of the jurisdiction of its incorporation, (ii) entitled
                to own its respective properties and carry on its business as
                now conducted and presently contemplated, and (iii) qualified to
                do business in each jurisdiction in which it does business.


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        8.2     CORPORATE AUTHORITY. Borrower has the necessary corporate power
                to enter into, and has taken all necessary corporate action to
                authorize, the execution, delivery and performance of, this
                Agreement, and all transactions and Loan Documents contemplated
                hereby and thereby.

        8.3     BINDING EFFECT AND ENFORCEABILITY. This Agreement constitutes,
                and all other Loan Documents, when issued and delivered pursuant
                hereto for value received, will constitute, legal, valid and
                binding obligations of the Borrower, enforceable against
                Borrower in accordance with the terms thereof.

        8.4     NO CORPORATE OR CONTRACT VIOLATION. There is no provision of law
                or in the charter or by-laws of Borrower and, no provision of
                any existing mortgage, contract, lease, indenture or agreement
                binding on it or any of its properties which would be
                contravened by the making and delivery of this Agreement, or any
                of the other Loan Documents, or by the performance or observance
                of any of the terms hereof or thereof.

        8.5     APPROVALS. The execution, delivery and performance of this
                Agreement, and the transactions contemplated hereby, do not
                require any approval or consent of, or filing or registration
                with, any governmental or any other agency or authority, or
                stockholders, or of any other party, or, if any such approval is
                require, the same has been obtained.

        8.6     TRUE STATEMENTS. Neither this Agreement or any written statement
                or certificate furnished by the borrower to the Lender in
                connection with the Loan, contains any untrue statement of
                material fact or omit disclosure of a material fact necessary to
                make the statement contained therein or herein not misleading.


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        8.7     TAX RETURNS. The Borrower has filed on a timely basis all
                required federal tax returns and all state and other tax returns
                and all assessments and other governmental charges (other than
                those presently payable without penalty or interest and those
                being contested in good faith by appropriate proceedings) due
                from the Borrower has been paid.

        8.8     USE OF PROCEEDS. No part of the proceeds of any Loan hereunder
                will be used, directly or indirectly, for the purpose of
                purchasing, carrying or trading in any margin security within
                the meaning of applicable regulations of the Board of Governors
                of the Federal Reserve System, or for the purpose of purchasing
                or carrying or trading in any securities under such
                circumstances as to involve a violation of such regulations
                including, without limitation, Regulations G,T, U and X of such
                Board, or for any purpose other than as set forth in Article I
                hereof. If requested by the Lender, the Borrower will furnish to
                the Lender a statement in conformity with the requirements of
                Federal Reserve Form U-1 referred to in Regulation U.


        The foregoing warranties and representations shall be deemed to be
continuing and shall survive the execution and delivery of this Agreement.

                                   ARTICLE IX
                              AFFIRMATIVE COVENANTS

        Until payment in full of the Loan and the Note, unless the Lender shall
otherwise consent in writing, the Borrower agrees that it will:

        9.1     TAXES. Duly pay and discharge all taxes, assessments and
                governmental charges upon it or against its properties prior to
                the date on which penalties attach thereto.


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        9.2     CORPORATE FRANCHISES. Duly observe and conform to all valid
                requirements of any governmental authority relative to the
                conduct of its businesses and to its properties and assets and
                maintain and keep in force all leases, franchises, licenses and
                permits necessary to the lawful and proper conduct of its
                businesses.

        9.3     INSURANCE. Keep its properties and assets in good repair,
                maintain insurance on its property in such amounts and against
                such risks as is reasonably required.

        9.4     FINANCIAL INFORMATION. Promptly upon their becoming available,
                Borrower will deliver to Lender copies of all financial
                information relating to Borrower as may be reasonable required
                by Lender.

        9.5     ACCESS TO PREMISES AND RECORDS. Maintain financial records in
                accordance with generally accepted accounting principles, and
                permit representatives of the Lender to have access to such
                financial records and the premises of the Borrower at reasonable
                times and to make such excerpts from such records as such
                representatives deem necessary, which excerpts shall remain
                confidential.

        9.6     LITIGATION AND OTHER NOTICES. Give the Lender prompt written
                notice of the following:

                (a)     Any Event of Default and any event which with notice or
                        lapse of time or both would constitute an Event of
                        Default;

                (b)     All events of default or any event that would become an
                        event of default upon notice or lapse of time or both
                        under any of the terms or provisions of any note, or of
                        any other evidence of indebtedness;

                (c)     The occurrence of any claim, demand, action, suit, or
                        proceeding against the Borrower whether or not such


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                        claim is considered by the Borrower to be covered by
                        insurance; including any lien claims in connection with
                        the construction described herein; and

                (d)     Levy of an attachment, execution or other process
                        against any of the property or assets, real or personal,
                        of the Borrower.

        9.7     MAINTENANCE OF PROPERTY. Maintain all of its properties and
                assets in good condition, repair and working order.

        9.8     COMPLIANCE WITH LAWS. Comply in all material respects with all
                laws and governmental regulations of the United States of
                America and all political subdivisions thereof applicable to it
                and its business, including, without limitation, air and water
                pollution, safety, health and discrimination.

        9.9     FINANCIAL INFORMATION. Borrower shall provide its in-house
                financial reports requested by Lender, including income and
                expense reports, as well as copies of any federal and state tax
                filing.

        9.10    PROJECT. Provide such information with respect to the Project as
                is requested by Lender from time to time.

                                    ARTICLE X
                               NEGATIVE COVENANTS

        The Borrower agrees that until payment in full of the Loan and the Note,
without the prior written consent of the Lender, the Borrower shall not:

        10.1    AGREEMENTS. Enter into any agreement containing any provision
                that would be violated or breached by the performance of the
                Borrower' obligations under this Agreement, the Note, or any
                instrument or document to be delivered hereunder or in
                connection herewith.


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                                   ARTICLE XI
                                EVENTS OF DEFAULT

        11.1    EVENTS OF DEFAULT. The occurrence of any of the following events
                shall constitute an Event of Default hereunder and under the
                Loan Documents:

                (a)     The Borrower shall fail to make any payment of principal
                        or interest with respect to the Note on the due date
                        thereof, whether at maturity, by notice of intention to
                        prepay or otherwise;

                (b)     The Borrower shall breach or fail to perform any term,
                        covenant, warranty or agreement contained or referred to
                        herein or in any of the Loan Documents;

                (c)     The Borrower shall breach any other term, covenant,
                        warranty or agreement herein or in any other Loan
                        Document;

                (d)     Any material representation or warranty of the Borrower
                        herein, or of the Borrower in any Loan Document or in
                        any certificate delivered hereunder or thereunder shall
                        prove to have been untrue at the time it was made in any
                        material respect;

                (e)     Borrower shall (i) voluntarily commence any proceeding
                        or file any petition seeking relief under Title ll of
                        the United States Code or any other federal, state or
                        foreign bankruptcy, insolvency or similar law, (ii)
                        consent to the institution of, or fail to controvert in
                        a timely and appropriate manner, any such proceeding or
                        the filing of any such petition, (iii) apply for or
                        consent to the appointment of a receiver, trustee,
                        custodian, sequestrator or similar official for Borrower
                        or for a substantial part of its property, (iv) file and
                        answer admitting the material allegations of a petition
                        filed against it in any such proceeding, (v) 


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                        make a general assignment for the benefit of creditors,
                        (vi) become unable, admit in writing its inability or
                        fail generally to pay its debts as they become due, or
                        (vii) take corporate action for the purpose of effecting
                        any of the foregoing;

                (f)     An involuntary proceeding shall be commenced or an
                        involuntary petition shall be filed in a court of
                        competent jurisdiction seeking (i) relief in respect of
                        Borrower, or of a substantial part of its property,
                        under Title 11 of the united States Code or any other
                        federal, state or foreign bankruptcy, insolvency or
                        similar law, (ii) the appointment of a receiver,
                        trustee, custodian, sequestrator or similar official for
                        Borrower, or for a substantial part of its property or
                        (iii) the winding-up or liquidation of Borrower; and
                        such proceeding or petition shall continue undismissed
                        for sixty (60) days or an order or decree approving or
                        ordering any of the foregoing shall continue unstayed
                        and in effect for 30 days; or

                (g)     Borrower shall suffer any final judgment to be entered
                        against it or them which is not provided for in full
                        within sixty (60) days by insurance, bond, payment or
                        otherwise to Lender's satisfaction, or any writ of
                        attachment or execution or any similar process to be
                        issued or levied against a substantial part of its or
                        their property, which is not provided for prior to
                        attaching; or

                (h)     Any event of default by Borrower in connection with any
                        other Loan or obligation of Borrower.

        11.2    REMEDIES. Upon the occurrence of any such Event of Default under
                item 11.1 (a) above, there shall be a "Grace Period" of ten (10)
                days after any such payment is due. Upon the occurrence of any
                such Event of Default under items 11.1 (b) through (e) there
                shall be a Grace Period of 


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                fifteen (15) days from notice of any such default; provided that
                if any such Event of Default cannot practically be cured within
                such fifteen (15) day period, the time to cure such breach shall
                be extended as long as the defaulting party is proceeding to
                effect a cure as expeditiously as practicable, but in no event
                shall the Grace Period exceed forty-five (45) calendar days from
                such notice.

        Upon the occurrence of an Event of Default, and the expiration of the
Grace Period as set forth herein, the full amount of the disbursed and unpaid
principal of and accrued interest on the Notes and all other obligations
hereunder shall become automatically due and payable, in full, immediately
without additional demand or notice and, at the election of lender, Borrower
shall be deemed to be in default under the Purchase Agreement and all Loan
Documents.

        11.3    CROSS-DEFAULT. An Event of Default hereunder shall constitute an
                event of default under the documents evidencing and/or securing
                the Loan.

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

        12.1    NOTICES. All written notices hereunder to either party hereto
                shall be sent by telefax or by commercial delivery service
                (including Federal Express and similar carriers) or by certified
                or registered mail, postage prepaid, or delivered in person
                addressed to the party for whom intended at the address
                specified on the signature pages hereto. Any party shall have
                the right to change its address for notice by giving notice
                hereunder, including the right to specify a person to whose
                attention notices shall be directed, and shall also have the
                right by giving notice hereunder to require that copies of any
                notice be given to additional persons or addresses.


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        12.2    TERM OF AGREEMENT. This Agreement shall continue in force and
                effect so long as any Loan, the Note or any obligation of the
                Borrower for any interest or other expense hereunder or
                thereunder or under any other Loan Document shall be
                outstanding.

        12.3    NO WAIVER. No failure or delay by the Lender in exercising any
                right, power or privilege hereunder shall operate as a waiver
                thereof, nor shall any single or partial exercise thereof
                preclude any other or further exercise thereof or the exercise
                of any other right, power or privilege. The rights and remedies
                herein provided are cumulative and not exclusive of any rights
                or remedies otherwise provided by law.

        12.4    SEAL, JURISDICTION. This Agreement and the Note shall be deemed
                to be contracts made under seal and shall be construed in
                accordance with and governed by the laws of the State of
                Florida.

        12.5    EXPENSE, TAXES. (a) The Borrower agrees to pay on demand all
                intangible taxes payable by Lender in connection with the Note,
                documentary stamps, taxes, fees, filing fees, recording fees,
                and out-of-pocket expenses of the Lender, including, without
                limitation the reasonable fees and expenses of the Lender's
                counsel, in connection with the preparation and negotiation of
                this Agreement, the Loan, the Note and the other Loan Documents
                and the enforcement or defense of any thereof including
                enforcement or defense arising in bankruptcy proceedings.

                (b)     If the Lender shall retain or engage at any time an
                        attorney or attorney's to collect or enforce or protect
                        its interest with respect to this Agreement, the Loan,
                        the Note or the other Loan Documents, the Borrower shall
                        pay all of the costs and expenses of such collection,
                        enforcement or protection, including 


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                        reasonable fees of attorney's, and the Lender may take
                        judgment for all such amounts.

        12.6    CHANGE, WAIVERS, ETC. Neither this Agreement, the Notes or the
                other Loan Documents nor any provision hereof or thereof, may be
                changed, waived, discharged or terminated orally, but only by a
                statement in writing signed by the Lender.

        12.7    SINGULAR AND PLURAL. Terms in the singular number shall include
                the plural and those in the plural shall include the singular.

        12.8    USE OF DEFINED TERMS. All terms defined in this Agreement shall
                have the defined meanings when used in the Notes, and the other
                Loan Documents and in certificates, reports or other documents
                made or delivered pursuant hereto or thereto, unless the context
                shall otherwise require.

        12.9    BINDING EFFECT OF AGREEMENT. This Agreement shall be binding
                upon and inure to the benefit of the Borrower, the Lender and
                their respective successors and assigns, provided that the
                borrower may not assign or transfer their rights or obligations
                hereunder without the prior written consent of the Lender, any
                such assignment being void.

        12.10   HEADINGS. Headings or captions have been inserted for
                convenience only and shall not be construed as limiting or
                affecting in any way the provisions of this Agreement.

        12.11   ACCOUNTING TERMS. Except as otherwise specifically provided, all
                accounting terms used herein shall have the meanings customarily
                given thereto in accordance with generally accepted accounting
                principles ("GAAP").


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        12.12   COUNTERPARTS. This Agreement may be signed in any number of
                counterparts with the same effect as if the signatures hereto
                and thereto were upon the same instrument.

        12.13   ESTOPPEL CERTIFICATES. Borrower, within ten (10) days after
                request by Lender, will furnish Lender with a statement, duly
                acknowledged and certified, setting forth the amount of the Loan
                and the offsets or defenses thereto, if any.

        12.14   FURTHER ASSURANCES. Borrower agrees to do or cause to be done
                all such further reasonable acts and things, and to execute and
                deliver or cause to be executed and delivered all such
                additional conveyances, assignments, agreements and instruments
                as Lender may at any time reasonably request in connection with
                the administration or enforcement of this Agreement and the
                other Loan Documents or in order better to assure, perfect and
                confirm unto Lender its rights, powers and remedies under this
                Agreement and under the other Loan Documents. Nothing contained
                in this paragraph shall be construed as obligating Borrower to
                provide or to cause to be provided any collateral or security
                for the Loan other than as expressly contemplated by the
                provisions of this Agreement.

        12.15   INDEMNIFICATION OF LENDER. Borrower shall indemnify Lender, its
                directors, officers and employees against all losses, claims,
                damages, penalties, judgments, liabilities and reasonable
                expenses (including, without limitation, all expenses of
                litigation or preparation therefor whether or not Lender is a
                party thereto) which any of them may pay or incur arising out of
                or relating to this Agreement, the other Loan Documents, the
                transactions contemplated hereby or the direct or indirect
                application or proposed application of the proceeds of any Loan
                hereunder. The obligations of the borrower under this paragraph
                shall survive the termination of this Agreement.


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        12.16   FACSIMILE. The parties agree that this agreement may be
                transmitted between them by facsimile machine. The parties
                intend that faxed signatures constitute original signatures and
                that a faxed agreement containing the signatures (original or
                faxed) of all parties is binding on the parties.

        12.17   PUBLIC DISCLOSURE. Neither party shall make any public release
                of information regarding the maters contemplated herein except
                as otherwise required by law or as otherwise agreed to by the
                parties.

        12.18   ATTORNEYS' FEES AND COSTS. If any legal action or other
                proceeding is brought for the enforcement of this Agreement, or
                because of an alleged dispute, breach, default or
                misrepresentation in connection with any of the provisions of
                this Agreement, the successful or prevailing party or parties
                shall be entitled to recover reasonable attorneys' fees and
                other costs incurred in that action or proceeding, including
                those related to appeals, in addition to any other relief to
                which it or they may be entitled.

        12.19   WAIVER OF TRAIL BY JURY. Borrower and Lender hereto hereby
                knowingly, voluntarily and intentionally waive the right either
                may have to a trial by jury in respect to any action,
                proceeding, litigation or counterclaim based hereon, or arising
                out of, under or in connection with the Agreement, or any course
                of conduct, course of dealing, actions or statements (whether
                verbal or written) of either party in connection herewith.

        12.20   GOVERNING LAW, VENUE AND JURISDICTION. This Agreement and all
                transactions contemplated by this Agreement shall be governed by
                and construed and enforced in accordance with the internal laws
                of the State of Florida without regard to principles of
                conflicts of laws. The parties acknowledge that a substantial
                portion of 


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                negotiations and anticipated performance of this Agreement
                occurred or shall occur in Palm Beach County, Florida, and that,
                therefore, each of the parties irrevocably and unconditionally
                (a) agrees that any suit, action or other legal proceeding
                arising out of or relating to this Agreement shall be brought in
                the courts of record of the State of Florida in Palm Beach
                County; (b) consents to the jurisdiction of each such court in
                any such suit, action or proceedings; and (c) waives any
                objection which it may have to the laying of venue of any such
                suit, action or proceeding in any of such court.

        12.21   SUBORDINATION AGREEMENTS. Lender agrees to enter into such
                reasonable Subordination Agreements as may be required from time
                to time by institutional lenders providing financing to
                Borrower.

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

                                       BORROWER:

                                       GOLDEN BEAR GOLF, INC.

                                       BY: 
                                          --------------------------------------
                                          Name:
                                          Title:

                                       LENDER:



                                        ----------------------------------------
                                        Jack W. Nicklaus


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