EXHIBIT 10.13



                 MARKETING CONSULTING AND COOPERATION AGREEMENT

         MARKETING CONSULTING AND COOPERATION AGREEMENT, made as of this 7th day
of June, 1996, by and between GOLDEN BEAR INTERNATIONAL, INC. , a Florida
corporation having its principal place of business at 11780 U.S. Highway One,
Suite 400, North Palm Beach, Florida 33408 ("GBI"), GOLDEN BEAR GOLF, INC., a
Florida corporation having its principal place of business at 11780 U.S. Highway
One, Suite 400, North Palm Beach, Florida 33408 ("Golden Bear"), and Nicklaus
Golf EQUIPMENT COMPANY, L.C., a Florida limited liability company having its
principal place of business at 7850 Byron Drive, West Palm Beach, Florida 33404
("Nicklaus Golf").

                              W I T N E S S E T H:

         WHEREAS, Nicklaus Golf was established on September 17, 1992, by GBI
and N48 Corporation ("N48") as its only members for the purpose of establishing
a golf equipment manufacturing and distribution business (the "Equipment
Business") utilizing the name and expertise of GBI's principal, Jack Nicklaus
("JWN"), on a worldwide basis, except as otherwise excluded by the terms of then
existing agreements between GBI and third parties;

         WHEREAS, upon inception of Nicklaus Golf, GBI and Nicklaus Golf entered
into that certain Trademark License, Consulting and Technical Services Agreement
(the "NGEC License"), which authorized Nicklaus Golf to utilize certain
trademarks, tradenames and publicity rights relating to JWN and GBI (the "Golf
Endorsement") in connection with the identification, marketing, advertising,
promotion and sale of golf equipment and required GBI to furnish certain ongoing
consulting and marketing services in connection with the development of the
Nicklaus(TM) brand and use of other intangible rights developed by GBI and its
predecessors in interest;

         WHEREAS, as part of a corporate reorganization, Golden Bear has
acquired certain businesses and assets (the "Transferred Businesses") and
marketing staff formerly utilized by GBI to consult with Nicklaus Golf in
connection with the marketing of the Equipment Business, and pursuant to a
Trademark License Agreement of even date herewith (the "GB License"), Golden
Bear is exercising exclusive license rights and has undertaken worldwide brand
development and marketing responsibilities with respect to the Transferred
Businesses, which activities are complementary to GBI's golf equipment licensing
activities under the NGEC License;

           NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and conditions set forth herein, the parties hereto agree as
follows:

           1. RETENTION OF GOLDEN BEAR AS CONSULTANT. By executing this
Agreement, GBI hereby agrees to retain Golden Bear, and Golden Bear hereby
agrees to provide its services, as a marketing consultant to GBI in connection
with GBI's participation in the Equipment Business, which services shall include
providing GBI with advice regarding the imapact of marketing considerations on
the operation and management of Nicklaus Golf and furnishing reasonable
cooperation, information and advice to Nicklaus Golf as a licensee of GBI in
support of the marketing of its golf equipment

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products on a worldwide basis. By executing this Agreement, Nicklaus Golf
acknowledges and accepts the delegation of duties set forth below, subject to
the terms and conditions of this Agreement. The parties acknowledge and agree
that such delegation of duties and acceptance thereof by Nicklaus Golf shall not
affect the ultimate responsibilities of GBI for its performance to N48 as a
member of Nicklaus Golf under the Promoters' and Operating Agreement of Nicklaus
Golf and to Nicklaus Golf as licensor under the NGEC License. The parties
further agree that Golden Bear shall not, by virtue of this Agreement or
otherwise, acquire any legal or beneficial ownership interest in or claim
against Nicklaus Golf or the trademarks licensed under NGEC License, or succeed
to any right or obligation of GBI under the Promoters' and Operating Agreement
of Nicklaus Golf, including, without limitation, any right or obligation to
participate in the management, control or direction of the Equipment Business.

           2.       CONSULTING  SERVICES OF GOLDEN  BEAR.  From and after the
Effective Date (as defined below), Golden Bear shall provide the following
marketing consulting services to GBI in support of the Equipment Business:

           (a) Golden Bear shall render to GBI marketing related advisory and
consulting services as reasonably requested by GBI with respect to all marketing
aspects of the Equipment Business and Nicklaus Golf's product lines, and will
provide such information, advice and analysis with respect to the relationships
between the Transferred Businesses and the Equipment Business as GBI's marketing
staff have historically provided to its Executive Committee and its designated
management representatives in Nicklaus Golf prior to the Effective Date.

           (b) Golden Bear shall also consult with GBI as requested regarding
those marketing considerations involved in the development and implementation of
ongoing marketing, advertising, promotion and merchandizing programs for the
Equipment Business, and will assist GBI in determining and implementing
appropriate methods and formats for using the Golf Endorsement as part of a
global brand strategy and marketing program involving GBI and its various
licensees.

           (c) Golden Bear shall assist GBI in the review and evaluation of
marketing, advertising, promotion and merchandizing programs developed or
implemented by Nicklaus Golf staff for the Equipment Business, including review
and evaluation of the concepts of programs proposed by Nicklaus Golf and review
and evaluation of the implementation and effectiveness of programs implemented
by Nicklaus Golf.

The consulting services required under this Section shall be rendered to JWN as
the principal of GBI and to such additional employees and authorized
representatives of GBI as GBI may designate in writing generally or with respect
to particular matters. Golden Bear acknowledges that Nicklaus Golf is an
intended beneficiary of the consulting services being rendered by Golden Bear to
GBI as a member of Nicklaus Golf and that GBI shall be authorized to provide
Nicklaus Golf staff and management with all information, advice and other ideas
generated by Golden Bear as a consultant under this Agreement without additional
charge or restriction. If requested by GBI, Golden Bear further agrees to make
its staff available at its principal offices during


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reasonable times to discuss matters arising under this Agreement with Nicklaus
Golf staff.

           3. REVIEW AND APPROVAL OF MARKETING MATERIALS. Golden Bear
acknowledges that, under the NGEC License, Nicklaus Golf has the exclusive right
to produce and use advertising and promotional materials which incorporate the
personal services of JWN and the Golf Endorsement to market golf equipment
utilizing the trademarks licensed by GBI which meets GBI's quality standards,
and to promote the business interests of Nicklaus Golf generally, including
Nicklaus Golf's public image and licensed business activities, subject to the
rights of GBI to approve such advertising and promotional materials under
Paragraph 8 of the NGEC License. The parties understand and acknowledge that, as
a result of Golden Bear's succession as licensee under the GB License to the
Transferred Businesses formerly conducted by GBI under trademarks and
endorsement rights related to the Golf Endorsement, the active participation of
Golden Bear as GBI's marketing consultant in the review of advertising and
promotional materials will promote their mutual interests in the maintenance of
a uniform brand image for all products offered or licensed by GBI. In order to
protect the mutual interests of the parties in such participation, GBI shall
promptly furnish the following to Golden Bear staff: (i) copies of all proposed
advertising and promotional materials, concepts and other information provided
to GBI under Paragraph 8 of the NGEC License, and (ii) any other marketing
materials, concepts or information relating to the Golf Endorsement submitted by
Nicklaus Golf staff to GBI for its review, comment or approval. Golden Bear
staff shall review any materials furnished to them under this Section within a
reasonable time based upon the circumstances and will communicate any comments
upon or objections to such materials to JWN and/or those other persons
designated by GBI to review such materials and communicate its response to
Nicklaus Golf. In any event, Golden Bear will use its best efforts to respond to
GBI prior to the expiration of any time limitations imposed upon objections from
GBI under the terms of Paragraph 8 of the NGEC License or the terms of any other
agreements between GBI and Nicklaus Golf governing GBI's response to any other
submission. GBI agrees to act in good faith to address with Nicklaus Golf any
matters raised by Golden Bear staff which may affect the goodwill of GBI's
trademarks or endorsement rights, and to communicate the results of its
discussions with Nicklaus Golf to Golden Bear's staff.

           4. COORDINATION WITH OTHER EQUIPMENT LICENSEES. Golden Bear agrees
that, in addition to its marketing consulting responsibilities with respect to
Nicklaus Golf, Golden Bear shall provide such consulting services as GBI may
reasonably request in order for GBI to coordinate the marketing activities of
the Equipment Business with the activities of MacGregor Golf (Japan), Ltd.
("MGJ"), as the exclusive golf equipment licensee of GBI in Japan and South
Korea. In addition to providing such marketing advice to GBI, Golden Bear will
perform all of the services for GBI required under Sections 2 and 3 of this
Agreement to the extent such services may be applicable to the relationship
between GBI and MGJ. Golden Bear shall also assist GBI in evaluating the
activities of Nicklaus Golf and MGJ as GBI's licensees in the golf equipment
field and in providing consulting assistance as may reasonably be requested by
GBI in connection with MGJ's adaptation of global brand strategies to the
domestic Japanese market for golf equipment.

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           5. COMPENSATION AND EXPENSES. In consideration of the services to be
provided and obligations to be undertaken by Golden Bear on behalf of GBI under
this Agreement, GBI agrees to pay Golden Bear a consulting fee in the amount of
one hundred thousand dollars ($100,000) per year, which fee will be payable
equal monthly installments due in advance on the Effective Date and on the same
day of each consecutive month during the term of this Agreement thereafter. In
consideration of such consulting fee, GBI shall receive up to three hundred
(300) hours per calendar year of marketing executive staff services (excluding
clerical and office staff time of Golden Bear support staff) from Golden Bear as
needed to perform this Agreement. In the event that GBI desires to obtain
marketing staff support in excess of such amount in any calendar year, GBI and
Golden Bear shall negotiate in good faith a mutually acceptable houly or per
diem rate for such services based upon the market rates for similar professional
marketing consulting services in the Southeastern region of the United States.
In addition to such consulting fee, GBI shall pay or reimburse Golden Bear for
reasonable out-of-pocket expenses incurred by Golden Bear in connection with the
services rendered under this Agreement, including, without limitation, travel
and lodging expenses incurred in connection with services rendered at places
other than the principal offices of GBI or Nicklaus Golf, provided that Golden
Bear will cooperate with GBI to obtain the prior approval and direct payment or
reimbursement of such expenses by Nicklaus Golf where applicable under
subparagraph 4(e) of the NGEC License. Any such reimbursement shall be made as
soon as practicable after submission by Golden Bear of vouchers or reports of
such expenditures in such reasonable detail as GBI may require. It is understood
that travel and entertainment expenses incurred by Golden Bear in order to
manage and promote the Transferred Businesses or other profit making activities
licensed by GBI shall be for the sole and exclusive account of Golden Bear, and
that the conduct by Golden Bear personnel of incidental marketing support
functions under this Agreement during such activities shall not entitle Golden
Bear to seek reimbursement of or contribution to such expenses from GBI unless
GBI has expressly agreed in writing to pay a stated amount or allocated share of
such expenses prior to the date such services are rendered. The parties
acknowledge that the services of Golden Bear are provided for the sole benefit
of GBI as a member of and licensor to Nicklaus Golf, and that Golden Bear shall
not claim or assert any right to payment against Nicklaus Golf under this
Agreement, including any right to direct payment of expenses payable or
reimbursible to GBI under subparagraph 4(e) of the NGEC License, unless Nicklaus
Golf has agreed in writing to pay such expenses directly at the request of GBI.

           6. TERM. The term of this Agreement shall commence on the "Effective
Date", which for purposes of this Agreement shall have the same meaning and be
deemed to occur simultaneously with the Effective Date defined in Section 4 of
that certain Agreement and Plan of Reorganization between GBI and Golden Bear of
even date herewith, and shall expire on December 31, 2006, unless renewed or
terminated as provided in this Section.

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


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the notifying party within such notice period. Golden Bear shall have a special
right to terminate this Agreement without cause, at the end of any calendar
year, commencing with the end of calendar year 1997, by giving written notice to
GBI of its intent to terminate not later than July 1 of the year in which such
termination is to be effective. As a condition to any such termination, Golden
Bear shall make reasonable efforts to continue its marketing support activities
and to arrange for an orderly transition of all responsibilities under this
Agreement to GBI or its designated successor consultant(s) prior to the
effective date of such termination, provided that in no event will Golden Bear
be required to provide any further services to GBI or its successor
consultant(s) after the effective date of such termination.

         (b) This Agreement shall terminate automatically in the event of: (i) a
termination of either the NGEC License or the GB License, which termination
shall be effective on the effective date of the termination of either such
license unless waived in writing by mutual agreement of the parties, (ii) in the
event of the withdrawal of GBI as a member of NGEC, or any reorganization of
NGEC which materially affects GBI's participation in the management of NGEC,
unless GBI and Golden Bear mutually agree to continue the performance of this
Agreement after such event, or (ii) in the event the marketing support
obligations of GBI to NGEC which form the subject matter of this Agreement are
terminated. This Agreement shall also terminate automatically in the event that
any party suffers or commits any of the following acts of default, unless such
default is waived in writing by the non-defaulting parties upon such assurances
of cure and future performance as such non-defaulting parties may reasonably
request: (1) institutes voluntary proceedings under any bankruptcy or insolvency
law or other law for the benefit of creditors or the relief of debtors, becomes
the subject of involuntary bankruptcy proceedings instituted by other parties,
and such proceedings are not dismissed within sixty (60) days of the
commencement thereof, or is adjudicated bankrupt or insolvent in any legal
proceedings, (2) makes a general composition, assignment for the benefit of its
creditors, or other common-law or statutory arrangement for compromise of its
indebtedness to general creditors, (3) is voluntarily or involuntarily
dissolved, becomes the subject of any seizure or receivership affecting its
ability to perform this Agreement, or ceases its business or materially curtails
any part of the business activities contemplated by this Agreement, or (4)
voluntarily transfers all or a substantial part of the employees, or conveys all
or a substantial part of the assets or intangible rights necessary to perform
this Agreement, without a permitted assignment of this Agreement to the
transferee. Any termination under this subsection shall be without prejudice to
any other right or remedy which the non-defaulting party may have as a result of
such event or events, and shall not release the defaulting party from any damage
claims arising under this Agreement as a result of such default unless otherwise
agreed in writing.

         (c) Upon the expiration of the initial term of this Agreement, Golden
Bear shall have the option to renew this Agreement for successive three (3) year
terms subject to its satisfactory performance of its responsibilities to GBI
under this Agreement through the effective date of such renewal. Any such option
shall be exercised by Golden Bear in a written notice given to GBI not later
than July 1 of the calendar year in which the initial term or then current
renewal term expires. A renewal


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shall be effective automatically if due notice is given unless GBI makes a
written objection to such renewal on or before its effective date, which
objection shall state in reasonable detail the reasons for GBI's dissatisfaction
with Golden Bear's performance and the actions reasonably necessary for Golden
Bear to remedy the recited problems. The delivery of a written objection to
renewal by GBI shall, if necessary, extend the term of this Agreement for a
minimum period of ninety (90) days from the date of such notice, if such period
is longer than the remaining stated term then in force, which extension is made
for the purpose of allowing the parties to resolve the matters raised in such
notice to their mutual satisfaction.

         (d) Copies of any termination notices or other communications sent by
GBI or Golden Bear under this Section shall be promptly delivered to Nicklaus
Golf, and GBI and Golden Bear acknowledge and understand that neither the
existence of a dispute between them nor the termination of this Agreement by
action of either of them shall affect GBI's obligations to provide marketing
support to Nicklaus Golf as required by the NGEC License.

           7. INDEMNIFICATION. GBI hereby agrees to indemnify and hold Golden
Bear harmless from and against any claims, losses or liabilities in the event
that Golden Bear is included as a party in any claim or governmental proceeding
arising out of (i) the failure of Nicklaus Golf or GBI to fully perform any
commitments made to third parties in connection with the marketing activities
subject to this Agreement, (ii) the business activities and operations of
Nicklaus Golf, including without limitation, products liability claims from
purchasers of Nicklaus Golf's licensed products, or (iii) the failure of
Nicklaus Golf to comply with any law or regulation applicable to its business in
any jurisdiction where such business is conducted by Nicklaus Golf or its
sublicensees. Golden Bear hereby agrees to indemnify and hold GBI harmless from
and against any claims, losses or liabilities arising out of (i) any gross
negligence or misconduct by its employees or representatives in the performance
of this Agreement, or (ii) contracts or commitments for marketing and
promotional activities made by Golden Bear without the required authorization or
approval of Nicklaus Golf or GBI. Such indemnification shall include the
indemnified party's expenses and reasonable attorneys' fees incurred in the
defense or settlement of a claim or proceeding.

         8. ASSIGNMENT; SUBCONTRACTING. Golden Bear shall not assign any of its
rights or delegate any of its duties hereunder to any third party, other than a
wholly owned subsidiary of Golden Bear, without the prior written consent of
GBI, and any purported assignment or subcontracting by Golden Bear without such
consent shall be of no force or effect. Prior to giving its consent to any
proposed assignment or subcontract, GBI shall review the terms of such proposal
with Nicklaus Golf, and GBI shall have the right to withhold its consent to any
proposed arrangement if Nicklaus Golf makes any reasonable objection thereto
unless such objection is resolved by Golden Bear prior to the time such consent
is required.

         9. CONFIDENTIALITY. Golden Bear hereby agrees to maintain the
confidentiality of all non-public information regarding the Equipment Business,
regardless of the source of such information, including without limitation,
information relating to the following matters: (i) the relationships of Nicklaus
Golf with particular customers and


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suppliers, including the identity and position of individual contacts,
capabilities, and pricing structures, (ii) manufacturing and marketing
information regarding the Nicklaus Golf's products and potential product lines,
including existing, pending and potential product offerings, market studies,
sales results and projections, and financial matters relating to the production
and distribution of products, and (iii) research and development projects and
new product, sales or marketing concepts developed by or for Nicklaus Golf.
Golden Bear agrees that, without the prior express written consent of GBI and
Nicklaus Golf, Golden Bear will not release, publish, communicate or otherwise
disclose any of such information to any party (other than GBI and Nicklaus Golf
management and staff), or make any use of such information for any purpose other
than performing Golden Bear's consulting and marketing support services under
this Agreement. Nicklaus Golf and GBI hereby agree to maintain the
confidentiality of all non-public information regarding the Transferred
Businesses and any other businesses developed by Golden Bear under the GB
License, regardless of the source of such information, including without
limitation, information relating to the following matters: (i) the relationships
of Golden Bear and its licensees with particular customers and suppliers,
including the identity and position of individual contacts, capabilities, and
pricing structures, (ii) manufacturing and marketing information regarding the
products and services and potential product and service lines to be offered
under the GB License, including existing, pending and potential offerings,
market studies, sales results and projections, and financial matters relating to
the licensing, production and distribution of products and services, and (iii)
research and development projects and new product, service, sales or marketing
concepts developed by or for Golden Bear. GBI and Nicklaus Golf agree that,
without the prior express written consent of Golden Bear, Nicklaus Golf and GBI
will not release, publish, communicate or otherwise disclose any of such
information to any party (other than GBI and Golden Bear management and staff),
or make any use of such information for any purpose other than determining and
implementing marketing strategies for the Equipment Business under this
Agreement. In the event that any party believes that it is required in response
to any form of legal process or under applicable securities laws or regulations
to make a public disclosure of any information subject to this Section, such
party shall provide the other parties with prompt written notice of the matters
which such party believes that it is required to disclose and the reasons why
such disclosures are required by law or regulation, and the parties shall
cooperate with each other as reasonably necessary to permit such party to
discharge its legal obligations.

         10. OWNERSHIP OF INTANGIBLE RIGHTS. Golden Bear agrees not to assert
any intellectual property rights adverse to GBI or Nicklaus Golf in any
information or concepts for marketing golf equipment which come into existence
as a result of this Agreement, and that GBI and Nicklaus Golf shall be entitled
to exploit any work or creation developed by Golden Bear in connection with the
marketing of golf equipment as a consultant to GBI in the performance of Golden
Bear's services hereunder without payment of any compensation in any form other
than the fees payable under Section 5, above. In that regard, GBI or Nicklaus
Golf will be entitled own and exercise as provided under the GB License and NGEC
License all copyrights, trademarks and servicemarks, by assignment or otherwise,
which are developed for and/or promoted by


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the parties with respect to Golf Equipment under this Agreement, and Golden Bear
expressly agrees to make no use of any such rights other than uses in
fulfillment of Golden Bear's obligations under this Agreement or other uses
permitted by the GB License and in connection with Golden Bear's business. The
parties acknowledge that GBI's use of, and its further authorization of Nicklaus
Golf to use, creative ideas and marketing concepts furnished to GBI by Golden
Bear under this Agreement shall not give GBI exclusive intellectual property
rights in such ideas or concepts, and that GBI shall not seek to limit or
prevent the use of such ideas or concepts by Golden Bear in the development of
other similar marketing and promotional projects within the scope of the GB
License and in connection with Golden Bear's business for parties other than
Nicklaus Golf or GBI. Notwithstanding the retention of any intellectual property
rights in such ideas and concepts by Golden Bear as against third parties,
Golden Bear agrees that such ideas and concepts shall remain available for use
by GBI and Nicklaus Golf after termination of this Agreement, without royalty or
other additional compensation to Golden Bear, for use in the continuation of
then existing programs or independent development of similar marketing programs
by or for GBI or Nicklaus Golf.

         11.      MISCELLANEOUS.

         (a) CHOICE OF LAW; ARBITRATION. This agreement shall be construed and
enforced in accordance with the internal laws of the State of Florida without
regard to conflicts of laws rules which might otherwise be applied. The parties
agree, except as otherwise expressly set forth herein, that all disputes
involving the construction or enforcement of this Agreement shall be resolved by
binding arbitration before a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association ("AAA") and the
Federal and Florida Arbitration Acts. The parties agree that the location of any
such arbitration shall be at a site selected by the arbitrator in Palm Beach
County, Florida, unless otherwise agreed at the time the dispute is submitted to
the AAA. In accordance with the Federal and Florida Arbitration Acts, any party
may apply to any court of competent jurisdiction to compel arbitration in
accordance with this subsection or to enforce any award rendered by the
arbitrator in a proceeding conducted hereunder in accordance with its terms.
Unless otherwise agreed in writing by the parties, legal action to compel any
arbitration involving the construction or enforcement of this Agreement may be
brought by either party in that State or Federal Court having subject matter
jurisdiction over the cause which is located in Palm Beach County, Florida, and
each of the parties to this Agreement hereby agrees to submit to the personal
jurisdiction of such Courts regardless of the domicile of such party at the time
such action is filed. In any arbitration under this subsection, the arbitrator
shall have the authority to award to the prevailing party attorneys' fees and
expenses in accordance with the provisions of subsection (e) of this Section.

         (b) RELATIONSHIP OF PARTIES; NO THIRD PARTY BENEFICIARIES. GBI and
Nicklaus Golf acknowledge that the status of Golden Bear under this Agreement
shall be as an independent subcontractor to GBI, and that Golden Bear shall
exercise its independent judgment and discretion in the performance of all work
assigned under this Agreement. Except for Nicklaus Golf's rights to utilize the
work product and intellectual property delivered by Golden Bear to GBI under
this Agreement as expressly set forth above, no


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party shall be deemed a third party beneficiary of this Agreement, and Golden
Bear and Nicklaus Golf acknowledge and agree that neither of them shall have any
independent right of action against the other as a result of their status as
parties to this Agreement or any acts undertaken by either of them in connection
with the performance of this Agreement.

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

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

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

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

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

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

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



By: _______________________________     By: ___________________________
      Name:                             Name:
      Title:                            Title:
      Its Authorized Signatory          Its Authorized Signatory

NICKLAUS GOLF EQUIPMENT COMPANY, L.C.



By:
   Name:
   Title:
   Its Authorized Signatory

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