<PAGE>
                                                            EXHIBIT 10.49


                                   AGREEMENT

     THIS AGREEMENT is entered into as of this 8th day of January, 1999 by and
between Golden Bear Golf, Inc. ("GBG") and Gargoyles, Inc. ("Gargoyles").

     WHEREAS, GBG and Gargoyles entered into a Product Development and
Licensing Agreement dated as of January 1, 1998 (the "License Agreement");

     WHEREAS, Gargoyles is in default of its payment obligations under the
License Agreement;

     WHEREAS, GBG has agreed that upon payment in full of the amounts due under
the Promissory Note (as hereinafter defined), GBG shall release Gargoyles from
any further payments or obligations under the License Agreement.

     NOW THEREFORE, for good and valuable consideration, the parties agree as
follows:

     1.   Upon execution of this Agreement, Gargoyles shall execute and deliver
the Promissory Note attached hereto as Exhibit 1.

     2.   Upon payment in full of the amounts due under the Promissory Note,
the License Agreement shall be considered terminated and null and void;
PROVIDED, HOWEVER, that any of the parties obligations under the License
Agreement, which, by its terms, survive termination of the License Agreement,
shall so survive.

     3.   If Gargoyles defaults under the Promissory Note, then such default
shall be considered a default hereunder, which default shall permit GBG to seek
to enforce all of GBG's rights under the License Agreement, including without
limitation, the right to receive payment of all Consulting Fees and the Annual
Retainer due thereunder.

     4.   Upon payment in full of the Promissory Note, the parties hereto shall
have each been deemed to have released, the other, their respective officers,
directors, shareholders, successors and assigns, from any and all liability or
obligations, arising from, or in connection with, the License Agreement.

     5.   This Agreement may be executed in one or more counterparts which,
when taken together, shall constitute one agreement.

     6.   Any capitalized terms not defined herein, have the meaning set forth
in the License Agreement.


     IN WITNESS WHEREOF, the parties have set their hand and seals as of this
8th day of January, 1999.


GOLDEN BEAR GOLF, INC.                  GARGOYLES, INC.


By:  /s/                                By:  /s/
     ---------------------------             ---------------------------
     Name: Stephan S. Winslott               Name:  Leo Rosenberger
     Its:  Senior Vice President             Its: CEO & CFO

<PAGE>
                                PROMISSORY NOTE


$142,500.00 US DOLLARS                                 January 8, 1999

FOR VALUE RECEIVED, and in consideration of the termination of that certain
Product Development and Licensing Agreement dated January 1, 1997 between the
parties, the undersigned Gargoyles, Inc., a Washington corporation
("Gargoyles"), does hereby promise to pay to the order of Golden Bear Golf,
Inc., a Florida corporation ("Golden Bear"), the principal sum of One-Hundred
Forty-two Thousand Five Hundred Dollars ($142,500.00), together with interest
thereon until paid in full as stated herein.

     1.   Interest Rate.
          -------------
          The outstanding principal balance of this Note shall bear interest at
the rate of 8.25 percent per annum.

     2.   Periodic Payments.
          -----------------
          On each of February 12, 1999 and February 19, 1999, Gargoyles shall
pay to Golden Bear a principal payment in the amount of Eleven Thousand Eight
Hundred Seventy-Five Dollars ($11,875) plus all interest accrued thereon
through such date.  Beginning March 5, 1999 and on the 5th day of each month
thereafter until this note is paid in full, Gargoyles shall pay to Golden Bear
a principal payment in the amount of Eleven Thousand Eight Hundred Seventy-Five
Dollars ($11,875) plus all interest accrued thereon through such date.

     3.   Maturity.
          --------
          The entire principal balance of this Note, plus all accrued and
unpaid interest shall be due and payable in full on December 5, 1999.

     4.   Application of Payments; Prepayment.
          -----------------------------------
          Each payment hereunder shall be applied first to the payment of
interest then accrued on the unpaid balance of this Note and second to the
reduction of principal.  This Note may be prepaid in whole or in part at any
time or times with no prepayment penalty or additional cost of any kind.  Upon
payment in full of the principal and accrued interest thereon, this Note shall
be canceled, shall be of no further force or effect, and shall be returned to
Gargoyles.

     5.   Default; Default Interest Rate.
          ------------------------------
          This Note shall be in default if Gargoyles fails to timely make
monthly payments under this Note..  If a default occurs, the holder of this
Note shall be entitled to declare the entire unpaid principal balance and all
accrued and unpaid interest thereon immediately due and payable and may proceed
to protect and enforce its rights either by suit in equity and/or law or any
other appropriate proceedings, whether for the specific performance of any
covenant or agreement contained in this Note.  This Note shall also be in
default if Gargoyles is declared insolvent or files for relief under the United
State Bankruptcy Code or other similar federal or state law, or if a trustee or
receiver is appointed for the property of Gargoyles.  After any such default
the principal balance shall bear interest at a rate per annum of twelve percent
(12%) until the default is cured.

     6.   Attorneys' Fees and Costs.
          -------------------------
          If a default occurs hereunder and this Note is placed in the hands of
an attorney for collection of any amount called for herein, Gargoyles shall be
liable for all costs of collection, including, without limitation, reasonable
attorneys fees and costs.

     7.   Applicable Law.
          --------------
          This Note shall be construed according to the laws of the state of
Florida.  Gargoyles hereby waives its right to a jury trial in any action
brought to enforce payment of this Note.

     IN WITNESS WHEREOF, the undersigned has caused this Note to be executed as
of the date first written above.


Gargoyles, Inc.,
a Washington corporation

/s/ Leo Rosenberger
------------------------
Leo Rosenberger
CEO and CFO

<PAGE>

GOLDEN BEAR
Amortization Schedule - DRAFT

<TABLE>
<CAPTION>
                          Beginning      0.0825                    Ending
             Payment       Balance      Interest   Principal      Balance
---------------------------------------------------------------------------
<S>         <C>           <C>            <C>        <C>          <C>
02/12/99    12,266.88     142,500.00     391.88     11,875.00    130,625.00
02/19/99    12,773.05     130,625.00     898.05     11,875.00    118,750.00
03/05/99    12,691.41     118,750.00     816.41     11,875.00    106,875.00
04/05/99    12,609.77     106,875.00     734.77     11,875.00     95,000.00
05/05/99    12,528.13      95,000.00     653.13     11,875.00     83,125.00
06/05/99    12,446.48      83,125.00     571.48     11,875.00     71,250.00
07/05/99    12,364.84      71,250.00     489.84     11,875.00     59,375.00
08/05/99    12,283.20      59,375.00     408.20     11,875.00     47,500.00
09/05/99    12,201.56      47,500.00     326.56     11,875.00     35,625.00
10/05/99    12,119.92      35,625.00     244.92     11,875.00     23,750.00
11/05/99    12,038.28      23,750.00     163.28     11,875.00     11,875.00
12/05/99    11,956.64      11,875.00      81.64     11,875.00             -
</TABLE>