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                                                                    Exhibit 10.5

                          INVESTOR'S RIGHTS AGREEMENT



        THIS INVESTOR'S RIGHTS AGREEMENT (the "Agreement") is made as of August
21, 1996, by and between Nevada Bob's Holdings, Inc., a Delaware corporation
(the "Company"), and The Arnold Palmer Golf Company, a Tennessee corporation
(the "Shareholder").

                                   SECTION 1

                Restrictions on Transferability of Securities;
                               Registration Rights

        1.1 Certain Definitions. As used in Sections 1, 2, 3 and 4 of this
Agreement, the following terms shall have the following respective meanings:

                "Commission" shall mean the Securities and Exchange Commission
        or any other federal agency at the time administering the Securities
        Act.

                "Common Equivalent Basis" shall mean the basis upon which the
        Shareholder's percentage of the equity in the Company is computed,
        determined as follows: divide: (i) the number of shares of Series A
        Common Stock (other than Conversion Stock) owned by the Stockholder
        plus the number of shares of Conversion Stock which the Stockholder
        owns or to which the Stockholder is entitled; by (ii) the number of
        shares of Series A Common Stock outstanding plus the number of shares
        of Series A Common Stock issuable upon conversion (at the then
        applicable conversion rate) of all then outstanding shares of
        convertible Preferred Stock and Common Stock.

                "Common Stock" shall mean the authorized shares of Common
        Stock, $0.001 par value per share, of the Company.

                "Conversion Stock" shall mean the Series A Common Stock issued
        or issuable pursuant to conversion of the Series D Preferred stock.

                "Exchange Act" shall mean the Securities Exchange Act of 1934,
        as amended, or any similar federal statute and the rules and
        regulations of the Commission thereunder, all as the same shall be in
        effect at the time.

                "Preferred Stock" shall mean the authorized shares of Preferred
        Stock, $0.001 per value per share, of the Company.

                "Registrable Securities" shall mean (i) the Conversion Stock of
        the Shareholder, (ii) any Common Stock acquired by the Shareholder



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        pursuant to its exercise of its right of first refusal under Section
        2.1 hereof and (iii) any Common Stock issued or issuable in respect of
        items (i) and (ii) of this paragraph upon any stock split, stock
        dividend, recapitalization, or similar event, or any Common Stock
        otherwise issued or issuable with respect to the Series D Preferred
        Stock or the Conversion Stock of the Shareholder; provided, however,
        that the shares of Common Stock or other securities shall only be
        treated as Registrable Securities if and so long as they have not been
        (1) sold to or through a broker or dealer or underwriter in a public
        distribution or a public securities transaction or (2) sold or are
        available for sale in the opinion of counsel to the Company in a single
        transaction exempt from the registration and prospectus delivery
        requirements of the Securities Act so that all transfer restrictions
        and restrictive legends with respect thereto are or may be removed upon
        the consummation of such sale.

                The terms "register", "registered" and "registration" refer to
        a registration effected by preparing and filing with the Commission a
        registration statement in compliance with the Securities Act, and the
        declaration or ordering of the effectiveness of such registration
        statement.

                "Registration Expenses" shall mean all expenses, except Selling
        Expenses as defined below, incurred by the Company in complying with
        Sections 1.5 and 1.6 hereof, including, without limitation, all
        registration, qualification and filing fees, printing expenses, courier
        and shipping charges, escrow fees, fees and disbursements of counsel
        for the Company, blue sky fees and expenses, the expense of any special
        audits incident to or required by any such registration (but excluding
        the compensation of regular employees of the Company which shall be
        paid in any event by the Company).

                "Restricted Securities" shall mean any Registrable Securities
        required to bear the legend set forth in Section 1.3 hereof.

                "Securities Act" shall mean the Securities Act of 1933, as
        amended, or any similar federal statute and the rules and regulations
        of the Commission thereunder, all as the same shall be in effect at the
        time.

                "Selling Expenses" shall mean all underwriting discounts,
        selling commissions and stock transfer taxes applicable to the
        securities registered by the Shareholder and all fees and disbursements
        of counsel for the Shareholder.

                "Series A Common Stock" shall mean the shares of Common Stock
        designated "Series A Common Stock".



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               "Series D Preferred Stock" shall mean the shares of Preferred
        Stock of the Company designated "Series D Preferred Stock".

        1.2    Restrictions on Transferability.

               (a) The Series D Preferred Stock and the Conversion Stock of the
        Shareholder shall not be sold, assigned, transferred or pledged except
        upon satisfaction of the conditions specified in this Section 1, which
        conditions are, among other things, intended to ensure compliance with
        the provisions of the Securities Act. The Shareholder shall cause any
        proposed purchaser, assignee, transferee or pledgee of the Series D
        Preferred Stock or Conversion Stock held by the Shareholder to agree to
        take and hold such securities subject to the provisions and conditions
        of this Section 1.

               (b) The Shareholder may transfer or assign the registration
        rights granted by the Company under this Section 1 only to a transferee
        or assignee of not less than 100,000 shares of Registrable Securities
        (as adjusted for stock dividends, combinations or splits with respect to
        such shares), provided that (i) the Company is given written notice at
        the time of or within a reasonable time after said transfer or
        assignment, stating the name and address of the transferee or assignee
        and identifying the securities with respect to which such registration
        rights are being transferred or assigned and (ii) the transferee or
        assignee of such rights assumes in writing the obligations of the
        Shareholder under this Section 1 and any other obligations that the
        transferee or assignee may be obligated to assume under any other
        sections of this Agreement.

        1.3 Restrictive Legend. Each certificate representing (a) the Series D
Preferred Stock, (b) any Common Stock of the Shareholder issued pursuant to the
conversion of the Series D Preferred Stock, (c) any securities acquired by the
Shareholder pursuant to its exercise of its right of first refusal under
Section 2.1 hereof and (d) any other securities issued in respect of the Series
D Preferred Stock, the Conversion Stock or the Series A Common Stock of the
Shareholder upon any stock split, stock dividend, recapitalization, merger,
consolidation or similar event, shall (unless otherwise permitted by the
provisions of Section 1.4 below) be stamped or otherwise imprinted with a
legend in the following form (in addition to any legend required by the Company
under Section 3.1 of this Agreement and any other legends that the Company
determines are necessary or appropriate under applicable securities laws):

        THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, OFFERED
        FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION
        OF



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        COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
        REQUIRED. COPIES OF THE AGREEMENTS TO WHICH THE CORPORATION IS A PARTY
        COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY
        BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD
        OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL
        EXECUTIVE OFFICES OF THE CORPORATION.

        The Shareholder consents to the Company making a notation on its
records and giving instructions to any transfer agent of the Series A Common
Stock, Series D Preferred Stock or the Conversion Stock of the Shareholder in
order to implement the restrictions on transfer established in this Section 1.

        1.4 Notice of Proposed Transfers. The holder of each certificate
representing Restricted Securities, by acceptance thereof, agrees to comply in
all respects with the provisions of this Section 1.4. Prior to any proposed
sale, assignment, transfer or pledge of any Restricted Securities, unless there
is in effect a registration statement under the Securities Act covering the
proposed transfer, the holder thereof shall give written notice to the Company
of such holder's intention to effect such transfer, sale, assignment or
pledge. Each such notice shall describe the manner and circumstances of the
proposed transfer, sale, assignment or pledge in sufficient detail, and shall
be accompanied, at such holder's expense by either (a) an unqualified written
opinion of legal counsel who shall be, and whose legal opinion shall be,
reasonably satisfactory to the Company addressed to the Company, to the effect
that the proposed transfer of the Restricted Securities may be effected
without registration under the Securities Act, or (b) a "no action" letter from
the Commission to the effect that the transfer of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto, whereupon the holder of such
Restricted Securities shall be entitled to transfer such Restricted Securities
in accordance with the terms of the notice delivered by the holder to the
Company, subject in every case to the right of first refusal of the Company set
forth in Section 3.1. Each certificate evidencing the Restricted Securities
transferred as above provided shall bear, except if such transfer is made
pursuant to Rule 144, the appropriate restrictive legend set forth in Section
1.3 above, except that such certificate shall not bear such restrictive legend
if in the opinion of counsel for such holder and the Company such legend is not
required in order to establish compliance with any provision of the Securities
Act.

        1.5    Company Registration.

               (a) Notice of Registration. If at any time or from time to time
        the Company shall determine to register any of its securities, either
        for its own account or the account of a security holder or holders,
        other



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         than (i) a registration relating solely to employee benefit plans or
         (ii) a registration relating solely to a transaction pursuant to Rule
         145 of the Securities Act (a "Rule 145 Transaction"), the Company will:

                      (1)   promptly give to the Shareholder and/or its assigns
               written notice thereof; and

                      (2) include in such registration (and any related
               qualification under blue sky laws or other compliance), and in
               any underwriting involved therein, all the Registrable Securities
               specified in a written request or requests made within twenty
               (20) days after receipt of such written notice to the Company, by
               the Shareholder.

               (b) Underwriting. If the registration of which the Company gives
         notice is for a registered public offering involving an underwriting,
         the Company shall so advise the Shareholder as part of the written
         notice given pursuant to Section 1.5(a)(1). In such event the right of
         the Shareholder to registration pursuant to this Section 1.5 shall be
         conditioned upon its participation in such underwriting and the
         inclusion of the Shareholder's Registrable Securities in the
         underwriting to the extent provided herein. When proposing to
         distribute its securities through such underwriting, the Shareholder
         shall (together with the Company and any and all other shareholders
         distributing their securities through such underwriting) enter into an
         underwriting agreement in customary form with the managing underwriter
         selected for such underwriting by the Company. Notwithstanding any
         other provision of this Section 1.5, if the managing underwriter
         determines that marketing factors require a limitation of the number of
         shares to be underwritten, it shall so advise the Shareholder in
         writing specifying the marketing factors imposing a limitation on the
         number of shares to be underwritten, and the managing underwriter may
         limit the Registrable Securities to be included in such registration on
         a pro-rata basis with all other securities to be included in such
         registration other than those being registered for the Company's own
         account.

               (c) Right to Terminate Registration. The Company shall have the
         right to terminate or withdraw any registration initiated by it under
         this Section 1.5 prior to the effectiveness of such registration
         whether or not any holder has elected to include securities in such
         registration. If the Shareholder disapproves of the final terms of any
         underwriting undertaken pursuant to this Section 1.5, the Shareholder.
         may elect to withdraw therefrom by written notice to the Company and
         the managing underwriter. If the Shareholder so elects, the Company
         shall either (i) withdraw such Registrable Securities from registration
         or (ii) substitute newly issued shares of the Company for such
         Registrable Securities in such registration.



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        1.6 Registration on Form S-3.

                (a) If the Shareholder requests that the Company file a
        registration statement on Form S-3 (or any successor form to Form S-3)
        for public offering of the Registrable Securities the reasonably
        anticipated aggregate price to the public of which, net of underwriting
        discounts and commissions, would exceed One Million U.S. Dollars
        (US$1,000,000), and the Company is then entitled to use Form S-3 under
        applicable Commission rules to register the Registrable Securities for
        such an offering, the Company shall use its best efforts to cause such
        Registrable Securities to be registered for the offering on such form
        and to cause such Registrable Securities to be qualified in such
        jurisdictions as the Shareholder may reasonably request; provided,
        however, that the Company shall not be required to effect more than one
        registration pursuant to this Section 1.6 in any twelve (12) month
        period or in the excess of two (2) registrations under this Section
        1.6. The substantive provisions of Section 1.5(b) shall be applicable
        to each registration initiated under this Section 1.6.

                (b) Notwithstanding the foregoing, the Company shall not be
        obligated to take any action pursuant to this Section 1.6; (i) in any
        particular jurisdiction in which the Company would be required to
        execute a general consent to service of process in effecting such
        registration, qualification or compliance unless the Company is already
        subject to service in such jurisdiction and except as may be required
        by the Securities Act; (ii) if the Company, within ten (10) days of the
        receipt of the request of the Shareholder, gives notice of its bona
        fide intention to effect the filing of a registration statement with
        the Commission within ninety (90) days of receipt of such request
        (other than with respect to a registration statement relating to a Rule
        145 Transaction, an offering solely to employees or any other
        registration which is not appropriate for the registration of
        Registrable Securities); (iii) during the period starting with the date
        sixty (60) days prior to the Company's estimated date of filing of, and
        ending on the date six (6) months immediately following, the effective
        date of any registration statement pertaining to securities of the
        Company (other than a registration of securities in a Rule 145
        Transaction or with respect to an employee benefit plan), provided that
        the Company is actively employing in good faith all reasonable efforts
        to cause such registration statement to become effective or (iv) if the
        Company shall furnish to the Shareholder a certificate signed by the
        President of the Company stating that in the good faith Judgment of the
        Board of Directors it would be seriously detrimental to the Company or
        its shareholders for registration statements to be filed in the near
        future, then the Company's obligation to use its best efforts to file a
        registration statement shall be deferred for a period not to exceed one
        hundred twenty (120) days from the receipt of the Shareholder's request
        to file such registration.



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        1.7 Limitations on Subsequent-Registration Rights. From and after the
date hereof, the Company shall not enter into any agreement granting any holder
or prospective holder of any securities of the Company registration rights with
respect to such securities unless (a) such new registration rights, including
standoff obligations, are on a pari passu basis with those rights of the
Shareholder hereunder; or (b) such new registration rights, including standoff
obligations, are subordinate to the registration rights granted to the
Shareholder hereunder. The Company will notify the Shareholder of any such
rights so granted.

        1.8 Expenses of Registration. All Registration Expenses incurred in
connection with all registrations pursuant to Sections 1.5 and 1.6, shall be
borne by the Company. All Selling Expenses relating to securities registered on
behalf of the Shareholder pursuant to Sections 1.5 and 1.6 shall be borne by
the Shareholder.

        1.9 Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 1,
the Company shall keep the Shareholder advised in writing as to the initiation
of each registration, qualification and compliance and as to the completion
thereof. At its expense, the Company shall:

                (a) Prepare and file with the Commission a registration
        statement with respect to such securities and use its best efforts to
        cause such registration statement to become and remain effective for at
        least one hundred twenty (120) days, provided that no such registration
        shall constitute a shelf registration under Rule 415 promulgated by the
        Commission under the Securities Act;

                (b) Enter into a written underwriting agreement in customary
        form and substance reasonably satisfactory to the Company, the
        Shareholder and the managing underwriter or underwriters of the public
        offering of such securities, if the offering is to be underwritten in
        whole or in part;

                (c) Furnish to the Shareholder and to the underwriters of the
        securities being registered such reasonable number of copies of the
        registration statement, preliminary prospectus, final prospectus and
        such other documents as such underwriters may reasonably request in
        order to facilitate the public offering of such securities;

                (d) Use its best efforts to register or qualify the securities
        covered by such registration statement under such state securities or
        blue sky laws of such jurisdiction as the Shareholder may reasonably
        request within ten (10) days prior to the original filing of such
        registration statement, except that the Company shall not for any
        purpose be required to execute a general consent to service of process
        or



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        to qualify to do business as a foreign corporation in any jurisdiction
        where it is not so qualified;

                (e) Notify the Shareholder promptly after it shall receive
        notice thereof of the time when such registration statement has become
        effective or a supplement to any prospectus forming a part of such
        registration statement has been filed;

                (f) Notify the Shareholder promptly of any request by the
        Commission for the amending or supplementing of such registration
        statement or prospectus or for additional information;

                (g) Prepare and file with the Commission promptly upon the
        request of the Shareholder any amendments or supplements to such
        registration statement or prospectus which, in the reasonable opinion
        of counsel for the Shareholder, is required under the Securities Act or
        the rules and regulations thereunder in connection with the
        distribution of the Registrable Securities by the Shareholder;

                (h) Prepare and promptly file with the Commission, and promptly
        notify the Shareholder of the filing of, any such amendments or
        supplements to such registration statement or prospectus as may be
        necessary to correct any statements or omissions if, at the time when a
        prospectus relating to such securities is required to be delivered
        under the Securities Act, any event has occurred as the result of which
        any such prospectus or any other prospectus as then in effect would
        include an untrue statement of a material fact or omit to state any
        material fact necessary to make the statements therein not misleading
        in light of the circumstances in which they were made;

                (i) In case the Shareholder or any underwriter for the
        Shareholder is required to deliver a prospectus at a time when the
        prospectus then in effect may no longer be used under the Securities
        Act, prepare promptly upon request such amendment or amendments to such
        registration statement and such prospectuses as may be necessary to
        permit compliance with the requirements of the Securities Act;

                (j) Advise the Shareholder promptly after it shall receive
        notice or obtain knowledge thereof of the issuance of any stop order by
        the Commission suspending the effectiveness of such registration
        statement or the initiation or threatening of any proceeding for that
        purpose and promptly use its best efforts to prevent the issuance of
        any stop order or to obtain its withdrawal if such stop order should be
        issued; and

                (k) At the request of the Shareholder, furnish on the effective
        date of the registration statement and, if such registration includes
        an underwritten public offering at the closing provided for in the



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         underwriting agreement, (i) an opinion, dated each such date, of the
         counsel representing the Company for the purposes of such registration,
         addressed to the underwriters, if any, and to the Shareholder, covering
         such matters with respect to the registration statement, the prospectus
         and each amendment or supplement thereto, proceedings under state and
         federal securities laws, other matters relating to the Company, the
         securities being registered and the offer and sale of such securities
         as are customarily the subject of opinions of issuer's counsel provided
         to underwriters in underwritten public offerings; and (ii) use its best
         efforts to obtain a letter dated each such date, from the independent
         public accountants of the Company, to the extent that such accountants
         are willing to provide such a letter, addressed to the underwriters, if
         any, and to the Shareholder, stating that they are independent public
         accountants within the meaning of the Securities Act and that in the
         opinion of such accountants the financial statements and other
         financial data of the Company included in the registration statement or
         the prospectus or any amendment or supplement thereto comply in all
         material respects with the applicable accounting requirements of the
         Securities Act, and additionally covering such other financial
         matters, including information as to the period ending not more than
         five (5) business days prior to the date of such letter with respect to
         the registration statement and prospectus, as the underwriters or the
         Shareholder may reasonably request.

         1.10 Indemnification.

                (a) The Company shall indemnify the Shareholder, each of its
         officers, directors and partners, and each person controlling the
         Shareholder within the meaning of Section 15 of the Securities Act,
         with respect to the registration, qualification or compliance which has
         been effected pursuant to this Section 1, and each underwriter, if any,
         and each person who controls any underwriter within the meaning of
         Section 15 of the Securities Act, against all claims, losses,
         liabilities, damages, deficiencies, costs and expenses, including,
         reasonable attorneys', accountants' and expert witnesses' fees,
         reasonable costs and expenses of investigation, and the reasonable
         costs and expenses of enforcing the indemnification (individually, a
         "Loss" and collectively, "Losses"), including, without limitation,
         Losses resulting from the defense, settlement and/or compromise of a
         claim and/or demand and/or assessment), arising out of or based on any
         untrue statement (or alleged untrue statement) of a material fact
         contained in any registration statement, prospectus, offering circular
         or other document, or any amendment or supplement thereto, incident to
         any such registration, qualification or compliance, or based on any
         omission (or alleged omission) to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances in which they were made, not
         misleading, or any violation by the Company of the Securities Act or
         any rule or regulation promulgated



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         under the Securities Act applicable to the Company in connection with
         any such registration, qualification or compliance, provided that the
         Company will not be liable in any such case to the extent that any Loss
         arises out of or is based on any untrue statement or omission or
         alleged untrue statement or omission, made in reliance upon and in
         conformity with written information furnished to the Company by an
         instrument duly executed by the Shareholder, controlling person of the
         Shareholder or underwriter and stated to be specifically for use
         therein.

               (b) The Shareholder shall, if its Registrable Securities are
         included in the securities as to which such registration, qualification
         or compliance is being effected, indemnify the Company, each of its
         directors and officers and each person controlling the Company within
         the meaning of Section 15 of the Securities Act, each underwriter, if
         any, of the Company's securities covered by such a registration
         statement, each person who controls the underwriter within the meaning
         of Section 15 of the Securities Act, against all Losses arising out of
         or based on any untrue statement (or alleged untrue statement) of a
         material fact contained in any such registration statement, prospectus,
         offering circular or other document, or any omission (or alleged
         omission) to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, in
         each case to the extent, but only to the extent, that such untrue
         statement (or alleged untrue statement) or omission (or alleged
         omission) is made in such registration statement, prospectus, offering
         circular or other document in reliance upon and in conformity with
         written information furnished to the Company by an instrument duly
         executed by the Shareholder and stated to be specifically for use
         therein. Notwithstanding the foregoing, the liability of the
         Shareholder under this subsection (b) shall be limited to an amount
         equal to the initial public offering price of the shares sold by the
         Shareholder, unless such liability arises out of or is based on willful
         conduct by the Shareholder.

                (c) The party entitled to indemnification under this Section
         1.10 (the "Indemnified Party") shall give notice to the party required
         to provide indemnification (the "Indemnifying Party") promptly after
         such Indemnified Party has actual knowledge of any claim as to which
         indemnity may be sought, and shall permit the Indemnifying Party to
         assume the defense of any such claim or any litigation resulting
         therefrom, provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or litigation, shall be approved by
         the Indemnified Party (whose approval shall not unreasonably be
         withheld) and the Indemnified Party may participate in such defense at
         such party's expense, and provided further that the failure of any
         Indemnified Party to give notice as provided herein shall not relieve
         the Indemnifying Party of its obligations under this Section 1.10
         unless the failure to give such notice is materially prejudicial to
         an Indemnifying Party's ability to defend such action and provided
         further, that the



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        Indemnifying Party shall not assume the defense for matters as to which
        there is a conflict of interest or separate and different defenses. The
        Indemnifying Party, in the defense of any such claim or litigation,
        shall not, except with the consent of the Indemnified Party, consent to
        entry of any judgment or enter into any settlement which does not
        include as an unconditional term thereof the giving by the claimant or
        plaintiff to the Indemnified Party of a release from all liability in
        respect to such claim or litigation.

        1.11 STANDOFF AGREEMENT. The Shareholder agrees, so long as it holds
at least one percent (1%) of the Company's outstanding voting equity
securities, in connection with the initial public offering of the Company's
securities upon request of the Company or the underwriters managing an
underwritten offering, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Registrable Securities
(other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such a
period of time (not to exceed one hundred eighty (180) days) from the effective
date of registration as may be requested by the underwriters; provided, that
each officer and director of the Company who owns at least one percent (1%) of
the Company's outstanding voting equity securities also agrees to such
restrictions; and provided further that the terms and conditions of any such
standoff agreement offered to the Shareholder shall be no less favorable than
those offered to any other shareholder of the Company.

        1.12 TERMINATION OF REGISTRATION RIGHTS. The right of the Shareholder
to request registration pursuant to Section I shall terminate on such date as
the Shareholder is entitled to immediately sell all shares of Registrable
Securities held by the Shareholder under Rule 144 during any 90 day period.


                                   SECTION 2

                      SHAREHOLDER'S RIGHT OF FIRST REFUSAL

        2.1 RIGHT OF FIRST REFUSAL. The Company hereby grants to the
Shareholder (the "Holder") the right of first refusal to purchase its pro rata
share of all or any part of any New Securities (as defined in this Section 2.1)
which the Company may, from time to time, propose to sell and issue, but only
if and to the extent that the exercise of such right of first refusal is
necessary for Shareholder to maintain its Equity Interest.

                (a) Except as set forth below, "New Securities" shall mean any
        shares of capital stock of the Company including Common Stock and
        Preferred Stock, whether now authorized or not, and rights, options or
        warrants to purchase said shares of Common Stock or Preferred Stock,
        and securities of any type whatsoever that are, or may become, con-
        vertible into said shares of Common Stock or Preferred Stock. Notwith-



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        standing the foregoing, "New Securities" does not include (i)
        securities offered to the public generally pursuant to a registration
        statement or pursuant to Regulation A under the Securities Act; (ii)
        securities issued in the acquisition of another corporation by the
        Company by merger, stock purchase, or other reorganization whereby the
        Company or its shareholders own not less than fifty-one percent (51%)
        of the voting power of the surviving or successor corporation; (iii)
        securities issued in connection with the purchase by the Company of
        substantially all of the assets of another company; (iv) securities
        issued in connection with the acquisition by the Company of a franchise
        territory from any of its franchisees; (v) securities issued in
        connection with any debt financing by the Company in which the majority
        of the consideration received is borrowed funds; (vi) securities issued
        pursuant to any rights or agreements, including without limitation
        convertible securities, options and warrants, provided that the rights
        of first refusal established by this Section 2.1 apply with respect to
        the initial sale or grant by the Company of such rights or agreements;
        (vii) stock issued in connection with any stock split, stock dividend
        or recapitalization by the Company and (viii) stock issued pursuant to
        any rights or options under any stock option plan or other similar
        stock plan for officers, directors, employees, independent contractors
        or agents of the Company not to exceed thirty percent (30%) of the
        total fully-diluted Common Stock then outstanding.

                (b) In the event the Company proposes to undertake an issuance
        of New Securities, it shall inform Holder of the fact of such proposed
        issuance at least thirty (30) days in advance of the closing of such
        issuance or if the closing of any such issuance will occur within
        thirty (30) days of the time that the Company initially proposes to
        undertake it, the Company will inform Holder of the fact of such
        proposed issuance promptly after it determines to undertake it, and, in
        addition, it shall give Holder written notice (the "Formal Notice") of
        its intention to undertake such issuance, describing the type of New
        Securities, and the price and terms upon which the Company proposes to
        issue the same. Holder shall have fifteen (15) days from the date of
        receipt of the Formal Notice to agree to purchase up to Holder's pro
        rata share (determined on a fully diluted basis; i.e. assuming the
        conversion of all convertible securities and the exercise of all
        outstanding options and warrants) of such New Securities for the price
        and upon the terms specified in the Formal Notice by giving written
        notice to the Company and stating therein the quantity of New
        Securities to be purchased.

                (c) In the event Holder fails to exercise such right of first
        refusal within said fifteen (15) day period, the Company shall have
        ninety (90) days thereafter to sell or enter into an agreement
        (pursuant to which the sale of New Securities covered thereby shall be
        closed, if at all, within sixty (60) days from the date of said
        agreement) to sell the New Securities not elected to be purchased by
        Holder at the price and upon the terms no more favorable to the
        purchasers of such securities



                                      -12-


<PAGE>   13


        than specified in the Company's notice. In the event the Company has not
        sold the New Securities or entered into an agreement to sell the New
        Securities within said ninety (90) day period (or sold and issued New
        Securities in accordance with the foregoing within sixty (60) days from
        the date of said agreement), the Company shall not thereafter issue or
        sell any of such New Securities without first offering such securities
        in the manner provided above.

              (d) The right of first refusal under this Section 2.1 shall
        terminate upon the earliest to occur of (i) the closing of the sale of
        shares of Common Stock of the Company to the public incident to a
        registration statement (but excluding registrations relating to employee
        interest or a Rule 145 Transaction filed with and declared effective by
        the Commission; or (ii) Shareholder holding less than three percent
        (3%) of the equity of the Company on a Common Equivalent Basis.


                                   SECTION 3

                         COMPANY'S RIGHT OF FIRST REFUSAL

        3.1 RIGHT OF FIRST REFUSAL. In addition to any other limitation on
transfer created by applicable securities laws, while the Shareholder holds any
Common Stock or Preferred Stock of the Company (the "Shareholder Stock"), the
Shareholder will not assign, encumber or dispose of the Shareholder Stock or
any interest therein, except as provided below:

                (a) If the Shareholder intends (or is required by operation of
        law or other involuntary transfer) to sell or transfer in any manner
        any Shareholder Stock to another party (the "Third Party"), the
        Shareholder first will offer to sell the same number (but not less) of
        such Shareholder Stock to the Company or its assignee at the same
        price, and upon the same terms (or terms as similar as reasonably
        possible) as the Shareholder is proposing to dispose or is to dispose,
        of said Shareholder Stock; provided, however, that if such transfer
        does not establish a price, then the price will be fair market value as
        determined by the Board of Directors of the Company. The Company or
        its assignee may elect to purchase some or all of such Shareholder
        Stock upon such terms within a period of thirty (30) days following
        receipt by the Company of written notice from the Shareholder of the
        terms and conditions of said proposed sale or transfer. If the Company
        (or its assignee) does not purchase all of such Shareholder Stock
        within such period, the Shareholder may sell any such Shareholder Stock
        not so purchased upon the same terms (or terms as similar as reasonably
        possible) to the identified Third Party. In the event such Shareholder
        Stock is not disposed of by the Shareholder upon terms substantially
        the same as offered to the Company within sixty (60) days following
        expiration of the thirty (30) day period of the Company's right of
        first refusal, the



                                      -13-


<PAGE>   14


        Shareholder Stock will once again be subject to the right of first
        refusal, as herein provided.

                (b)   In the event of a transfer by operation of law or other
        involuntary transfer, the person acquiring the Shareholder Stock will
        promptly notify the Secretary of the Company of such transfer and the
        Company's right of first refusal will commence upon receipt by the
        Company of written notice by the person acquiring the Shareholder
        Stock.

                (c)   Sections 3.1(a) and 3.1(b) shall not apply to (i) any
        pledge by the Shareholder of the Shareholder Stock to a Third Party as
        security, (ii) any transfer by the Shareholder to a Third Party in
        connection with that Shareholder's estate planning, (iii) any transfer
        by the Shareholder to a Third Party who is a member of that
        Shareholder's immediate family, so long as, in each case, the Third
        Party transferee signs a joinder agreement reasonably acceptable to the 
        Company's counsel pursuant to which the Third Party transferee agrees
        in writing that any transfer of the Shareholder Stock by such Third
        Party transferee shall be subject to the right of first refusal and
        notification requirements set forth in Sections 3.1(a) and 3.1(b) and
        any other restrictions on transfer set forth in this Agreement (For the
        purpose of the preceding sentence, "immediate family" shall mean the
        wife or husband of the Shareholder, as the case may be, and any of the
        children of the Shareholder), or (iv) any transfer by the Shareholder
        to the Thomas Carter Lupton Trust f/b/o John T. Lupton and issue or
        any person who is a controlling person of the Shareholder (a
        "Controlling Person") so long as, in each case, (a) the Controlling
        Person signs a joinder agreement reasonably acceptable to the Company's
        counsel pursuant to which the Controlling Person expressly agrees that
        any transfer of the Shareholder Stock by such Controlling Person shall
        be subject to the right of first refusal and notification requirements
        set forth in Sections 3.1(a) and 3.1(b) and any other restrictions on
        transfer set forth in this Agreement (For the purpose of this sentence,
        "controlling person" shall mean a director, president or chief
        executive officer of the Shareholder or a person who owns ten percent
        or more of the outstanding equity of the Shareholder calculated on a
        common equivalent basis), and (b) the Controlling Person does not
        control any company that is a competitor of the Company (For the
        purpose of this sentence, "competitor" shall mean a company that
        operates or franchises retail stores that sell golf equipment and
        related products.).

                (d)   The rights of first refusal contained herein will 
        terminate upon the closing of the sale of shares of Common Stock to the
        public incident to a registration statement (but excluding registrations
        relating to employee interests or Rule 145 Transactions) filed with and
        declared effective by the Commission.



                                      -14-


<PAGE>   15


                (e)   Certificates, representing all of the Shareholder Stock
        shall be imprinted with a legend satisfactory to counsel to the Company
        referring to the restriction on transfer set forth in this Section 3.1.


                                   SECTION 4

                      Affirmative Covenants of the Company

         The Company hereby covenants and agrees as follows:

         4.1    Financial Information.

                (a)   The Company shall mail the following reports to the
         Shareholder for so long as the Shareholder and/or its assigns are
         holders of not less than one percent (1%) of the equity of the Company
         on a Common Equivalent Basis:

                       (1)   As soon as practicable after the end of each fiscal
                year, and in any event within one hundred twenty (120) days
                thereafter, consolidated balance sheets of the Company and its
                subsidiaries, if any, as of the end of such fiscal year, and
                consolidated statements of income and consolidated statements of
                changes in financial position of the Company and its
                subsidiaries, if any, for such year, prepared in accordance with
                generally accepted accounting principles applicable in the
                United States and setting forth in each case in comparative form
                the figures for the previous fiscal year, all in reasonable
                detail and audited by independent public accountants of national
                standing selected by the Company.

                       (2)   As soon as practicable after the end of the first,
                second and third quarterly accounting periods in each fiscal
                year of the Company and in any event within sixty (60) days
                thereafter, a consolidated balance sheet of the Company and its
                subsidiaries, if any, as of the end of each such quarterly
                period, and consolidated statements of income and consolidated
                statements of changes in financial position of the Company and
                its subsidiaries, if any, for such a period and for the current
                fiscal year to date, prepared in accordance with generally
                accepted accounting principles applicable in the United States
                (other than for accompanying notes), all in reasonable detail
                and signed, subject to changes resulting from year-end audit
                adjustments, by the principal financial or accounting officer of
                the Company.

                       (3)   With reasonable promptness after being approved by
                the Company's Board of Directors, and in all events prior to the



                                      -15-


<PAGE>   16


                commencement of the relevant fiscal year, a copy of the
                Company's annual business plan and budget.

             (b)    The covenants set forth in Sections 4.1(a)(1), 4.1(a)(2) 
         and 4.1(a)(3) shall terminate and be of no further force and effect at
         such time as the Company is required to file reports pursuant to 
         Section 13 or 15(d) of the Exchange Act.

             (c)    The Shareholder acknowledges that, under this Section 4.1,
         it will acquire information about the, Company, its business activities
         and operations, its technical information and trade secrets, of a
         highly confidential and proprietary nature. The Shareholder agrees to
         hold such information in strict confidence and shall not reveal the
         same to any third party or use the same in any way, except to third
         party professional advisors on a need-to-know basis but only if such
         third party professional advisors agree to keep such information
         confidential upon receipt thereof.


                                     SECTION 5

                                   Miscellaneous

        5.1  Further Actions. Each party hereto agrees that it will, at any time
and from time to time after the date hereof, upon reasonable request of the
other party hereto, do, execute, perform, acknowledge and deliver all such
further acts, deeds, assignments, certificates, transfers, conveyances and
assurances as may be reasonably required for the consummation of the
transactions contemplated hereunder.

        5.2  Governing Law. This Agreement shall be governed in all respects by
the internal laws of the State of Delaware without reference to conflicts of
law principles.

        5.3  Dispute Resolution--Arbitration. In the event of a dispute between
the parties hereto, such parties agree to submit the matter to binding
arbitration to be conducted under the auspices of the American Arbitration
Association (hereinafter referred to as "AAA").

             (a)  The dispute shall be resolved in accordance with the
Commercial Arbitration Rules in effect for AAA, which form of rules pertaining
on the date of the demand for arbitration shall apply and govern the
arbitration proceeding.

             (b)  The arbitration shall be held in the State of Delaware, at
such place as shall be designated by the arbitrator.  Delaware law, both
substantive and procedural, shall govern the proceedings.



                                      -16-


<PAGE>   17


                (c) All procedural rules for arbitration shall be strictly
followed in resolving disputes under this Agreement, whether by the
arbitrator, or by a court of competent jurisdiction in enforcing such
provisions.

                (d) The dispute shall be resolved by a single arbitrator. The
arbitrator shall be a member of the Delaware State Bar, actively engaged in the
practice of law for at least ten (10) years, with expertise in the process of
deciding disputes and/or interpreting contracts (in the particular field of law
involving the subject controversy). If the parties cannot agree on an
arbitrator after having been presented with three (3) lists of potential
candidates by AAA, AAA shall select an arbitrator from among its commercial
arbitration panel members who are retired Delaware judges.

                (e) The parties may resort to the courts for injunctive relief
pending arbitration, without thereby waiving arbitration.

                (f) The arbitration shall be conducted in the English language
in Delaware, according to the rules of evidence contained in Delaware law.

                (g) In rendering the award, the arbitrator shall determine the
rights and obligations of the parties according to the substantive and
procedural laws of Delaware, as though the arbitrator was a court of competent
jurisdiction in Delaware.

                (h) The award must be accompanied by a written statement of
decision. The award will be final and binding in the absence of manifest
mistake or fraud. Judgment on the award may be entered in any court of
competent jurisdiction,

                (i) The arbitrator shall have the discretion to order a
prehearing exchange of information by the parties, including, without
limitation, production of requested documents, exchange of summaries of
testimony of proposed witnesses, an examination by deposition of parties and
third-party witnesses.

                (j) Any prevailing party is entitled to recover costs (and
expenses) which shall include reasonable attorney's fees as well as the fees
and expenses of the arbitrators and the administrative fees of AAA. A
"prevailing party" shall be a party in whose favor any portion of the award is
rendered and that is determined by the arbitrator to be the prevailing party.

                (k) The arbitrator shall have the authority to employ the law
and motion process and to award any remedy or relief that a court of the State
of Delaware could order or grant, including, without limitation, rescission,
specific performance of any obligation created under the agreement, the
awarding of punitive damages, the issuance of an injunction, or the imposition
of sanctions for abuse or frustration of the arbitration or judicial process.



                                      -17-


<PAGE>   18


                (1) The issue of fraud in the inducement of a contract
containing an arbitration clause, such as this contract, may be decided by the
arbitrator and not by the court, unless it is alleged that fraud permeated the
entire contract.

        5.4 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof, including without limitation Section 1 hereof, shall inure
to the benefit of, and be binding upon, the permitted successors, assigns,
heirs, executors and administrators of the parties hereto without the consent
of the Company; provided, however, that the rights of Shareholder pursuant to
Section 2 hereof are personal to Shareholder and may not be assigned to, or
exercised by or for the benefit of, any third party (whether or not such third
party purchases shares of Series D Preferred Stock from Shareholder) without
the prior written consent of the Company.

        5.5 Entire Agreement; Amendment. This Agreement constitutes the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof, and no party shall be liable or bound to any other
party in any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.

        5.6 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by
messenger, addressed at such address as the Shareholder and the Company shall
have furnished to each other in writing. Each such notice or other
communication shall for all purposes of this Agreement be treated as effective
or having been given when delivered if delivered personally, or, if sent by
mail, at the earlier of its receipt or seventy-two (72) hours after the same
has been deposited in a regularly maintained receptacle for the deposit of the
United States mail, addressed and mailed as aforesaid.

        5.7 Delays or Omissions. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to the
Shareholder, upon any breach or default of the Company under this Agreement,
shall impair any such right, power or remedy of the Shareholder nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of the
Shareholder of any breach or default under this Agreement, or any waiver on the
part of the Shareholder of any provisions or conditions of this Agreement, must
be in writing and shall be effective only to the extent specifically set for in
such writing. All remedies, either under this Agreement or by law or otherwise
afforded to the Shareholder, shall be cumulative and not alternative.



                                      -18-


<PAGE>   19


        5.8 Expenses. The Company and the Shareholder shall each bear its own
expenses incurred on its behalf with respect to this Agreement and the
transactions contemplated hereby, except as otherwise specifically provided
with respect to expenses of registration under Section I hereof.

        5.9 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.

        5.10 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.

        The foregoing Agreement is hereby executed as of the date first above
written.

                                        NEVADA BOB'S HOLDINGS, INC.

                                        /s/ John N. Baldwin
                                        --------------------------------------
                                        By: John N. Baldwin
                                        Its: President



                                        THE ARNOLD PALMER GOLF
                                        COMPANY

                                         /s/ George H. Nichols
                                        --------------------------------------
                                        By: George H. Nichols
                                        Its: President



                                     -19-