material contracts regarding the operation of the Business, which contracts

 EXHIBIT 10.20

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

            THIS AGREEMENT, made this 26th day of April, 1996, between FIRST
SPORTS CAPITAL ASSOCIATES, LTD., INC., hereinafter referred to as Seller, and
Robert Sacco and Carmine Dell Aquila "Seller's Shareholder's", and GOLDEN BEAR
GOLF CENTERS, INC., or its permitted assigns, hereinafter referred to as 
"Buyer."

WITNESSETH

            WHEREAS, Seller owns and operates a golf driving range located in
Tom's River New Jersey as hereinafter described; and

            WHEREAS, Seller wishes to sell, and Buyer wishes to buy, under the
terms and conditions herein, all of the assets of Seller and Seller's business,
except as specifically excluded by this Agreement:

            NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, the parties agree as follows:

    1. PROPERTY SUBJECT TO SALE. As of the closing date, Seller shall sell to
Buyer and Buyer shall buy from Seller for the purchase price hereinafter
provided, the following described business and personal property:

         (a) All of the assets of that certain business operated by Seller at
1348 Fisher Boulevard known as the Tom's River Driving Range (hereinafter
sometimes called the "Business"), including but not limited to all customer
lists and records owned or maintained by Seller; all supplier and distribution
rights; all contract rights and benefits arising from contracts, licenses and
agreements to which Seller is a party and which relate to the business; designs,
logos and business marks; the post office address, telephone number and goodwill
of the Business. Set forth on Schedule 1 attached hereto, is a list of all
material contracts regarding the operation of the Business, which contracts
shall be assigned to Buyer and assumed by Buyer (the "Contracts") at closing.

         (b) The Corporation's rights in such leases of personal property
identified on Schedule 2, as are necessary to the operation of the Business,
subject to Buyer's assumption of said leases pursuant to Paragraph 4.

         (c) All of the golf range equipment, office equipment, furniture,
fixtures, maintenance equipment, miscellaneous supplies, leasehold improvements
and signs owned by Seller wherever situated, including, but not limited to,
those assets listed on Exhibit "A" attached and incorporated herein. The assets
listed on Exhibit "B" attached and incorporated herein, shall not be purchased
by Buyer.

         (d) All of Seller's permits and other licenses necessary or incident to
the operation of the Businesses which are identified on Schedule 3. Such permits
and licenses shall be assigned to Buyer at Closing.

    2. PROPERTY EXCLUDED FROM SALE. The sale contemplated by this Agreement
shall not include the following property:

         (a) Any cash of the Seller, any books and records of the Seller (except
copies of such books and records that deal with work in process, and records of
work done on which there are no guarantees, shall be delivered to Buyer), and
Seller's accounts receivable. Seller agrees that it shall maintain and preserve
its books and records for a period of two years after the closing date and shall
allow Buyer the right to inspect and audit such books and records at Buyer's
cost and expense.

         (b) The Assets listed on Exhibit "B" attached and incorporated herein,
which shall include Seller's pro shop inventory.

    3. PURCHASE PRICE.

    (a) DETERMINATION OF PURCHASE PRICE. The Purchase Price to be paid for the
Asset's by Buyer shall be ONE MILLION NINE HUNDRED THOUSAND DOLLARS
($1,900,000.00), which Purchase Price shall be payable as follows:

         1. FIVE HUNDRED THOUSAND DOLLARS ($500,000) payable in cash or
certified funds on the Closing Date.

         2. The balance of the Purchase Price of ONE MILLION FOUR HUNDRED
THOUSAND DOLLARS ($1,400,000.00) shall be evidenced by a Promissory Note in the
Form attached hereto as Exhibit "C", to be executed and delivered to Seller by
Buyer at closing. The note will be guaranteed by Purchaser's affiliated company
Golden Bear International, Inc. or GBI's successor in interest.

    (b) ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated
among the Assets as follows:

          Equipment             $12,000.

          Buildings and
          Improvements          $1,888,000

                                      -2-

    (c) PRORATIONS. A proration shall be made at closing, for tangible personal
property taxes, all insurance (if transferable) at Buyer's option, customer
deposits, and service and maintenance agreements (if transferable) at Buyer's
option. Seller agrees that if Purchaser honors any prepaid lessons or passes or
other prepaid items, Seller will reimburse Purchaser upon demand for the amount
of such items. If the assessed value or rate of tax with respect thereto shall
not have been determined for the year of closing prior to the closing date, the
value and rate shall be based on the amount thereof for the prior year. All
prepaid deposits shall either be assigned to Buyer with a credit to Seller or
Buyer shall arrange for the return of Seller's deposit to be replaced by a
deposit by Buyer. Purchaser agrees to use its best efforts to have the guaranty
of Seller's principal regarding utilities extinguished, including the posting of
a substitute deposit. The parties hereto shall make adjustments between
themselves at a later date for any change in tax rates or valuations for the
year of closing. Seller shall, at closing, deliver to Buyer, checks made payable
to Seller's employees in an amount equal to the accrued vacation pay, accrued
bonuses or sick bonuses, if any, for said employees which shall then be
distributed.

    4. ASSUMPTION OF LIABILITIES, LEASES, AGREEMENTS AND CHARGEBACKS. Buyer
shall assume none of the liabilities, leases or agreements of Seller nor of the
business sold hereunder except as provided on Exhibit "D", attached and
incorporated herein. Seller shall pay all liabilities promptly when due.

    5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller and Buyer have entered
into an Agreement dated as of April 26, 1996 (the "Agreement"), which Agreement
sets forth certain representations and warranties of Seller and Seller's
principals. The representations and warranties set forth in the Agreement, and
the limitations thereon set forth in Section 14 of the Agreement, are hereby
incorporated herein and made a part hereof, all of which are true on the date
hereof, will continue to be true on each day until and including the closing and
as provided in the Agreement, shall survive the closing of the transactions
contemplated hereby for a period of twelve (12) months. In addition, Seller
makes the following representations and warranties, all of which are true on the
date hereof, will continue to be true on each day until and including the
closing and, shall survive the closing of the transactions contemplated hereby
for a period of twelve (12) months:

         (a) CONDITION OF ASSETS. The Assets are being sold "AS IS." Seller will
not remove or cause to be removed any such furnishings, fixtures or equipment
without the written consent of Buyer. The furnishings, fixtures and equipment
located on the business premises as of the date hereof are those furnishings,
fixtures and equipment normally used in the business in the normal course of
business. Seller has not removed or caused to have been removed any furnishings,

                                      -3-

fixtures or equipment normally used in the conduct of the business unless Buyer
as been informed in writing of such removal.

         (b) ORGANIZATION; GOOD STANDING; AUTHORITY RELATIVE TO THIS AGREEMENT.
Seller is a corporation duly organized, validly existing and in good standing
under the laws of the State of New Jersey and has the corporate powers to own
its properties and carry on its business as and where its business is now
conducted. Seller's stockholders and Board of Directors, as required by New
Jersey law, have approved this Agreement and this Agreement is a valid and
binding obligation of Seller, enforceable in accordance with its terms.

         (c) NO MATERIAL ADVERSE CHANGE. The Financial Statements attached to
the Agreement are true and correct and reflect in all material respects the
operations of the Business. Since December 31, 1995, there has been no material
adverse change in the financial condition of the business, nor any other
material adverse change in the condition of the Business.

         (d) OTHER AGREEMENTS. All material Contracts relating to the operation
of the business are set forth on Schedule 1, and Seller is not a party to any
agreement of any kind or form, written or oral, that relates to any of the
assets transferred hereunder beyond the date of closing. Neither the execution
nor delivery of this Agreement by Seller nor its performance by Seller will
result in the breach of any term or provision of, or constitute a default under,
or permit acceleration of, any indenture, mortgage, note, loan agreement, deed
of trust, or other agreement to which the Seller is a party, or by which the
Seller is bound.

         (e) SUBSIDIARIES. Seller has no subsidiaries.

         (f) TAX RETURNS AND PAYMENTS. The Seller has duly filed all Federal,
state and local tax returns and reports required to be filed and has duly paid
or established adequate reserves for the proper payment of all taxes and other
governmental charges upon it or its properties, assets, income, franchises,
licenses or sales. Neither the Department of Revenue of the State of New Jersey
nor the Internal Revenue Service, nor any other governmental agency has audited
or requested to audit and settle any tax returns of the Seller for any fiscal
year of the Seller. All monies required to be withheld by the Seller from
employees for income taxes, social security and unemployment insurance taxes
have been collected or withheld, and either paid to the respective governmental
agencies or set aside in accounts for such purposes, or accrued, reserved
against, and entered upon the books of the Seller.

                                      -4-

         (g) INSURANCE. All insurable properties of the Seller are insured for
its benefit, in amounts and against such risks as deemed adequate by Seller's
management, under valid and enforceable policies issued by insurers of
recognized responsibility.

         (h) BONUSES TO EMPLOYEES. Seller has not accrued a bonus for any
employee or independent contractor which contract is to be assumed by Buyer.
Except as listed on Exhibit "F", no incentive bonuses are paid and there is no
accrued vacation or sick time payable to Seller's employees except as listed on
Exhibit "G".

    6. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer hereby makes the
following representations and warranties to the Seller, all of which shall be
true at the closing and shall survive the closing of the transactions
contemplated hereby:

         (a) ORGANIZATION; GOOD STANDING. The Buyer shall be a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida with all requisite corporate power to own, operate and lease its
properties and assets and to enter into and perform its obligations hereunder.
At the closing, the Buyer will be qualified to do business and will be in good
standing in the State of New Jersey.

         (b) LITIGATION. There shall be no suit, action or litigation,
administrative, arbitration or other proceeding or governmental investigation
pending or, to the knowledge of the officers of the Buyer, threatened which
might, severally or in the aggregate, materially and adversely affect the
financial condition or prospects of the Buyer or the Buyer's ability to perform
its obligations under this Agreement.

         (c) AUTHORITY. The Buyer shall have taken prior to closing all
necessary corporate action to approve this Agreement and the performance of its
obligations hereunder.

         (d) COMPLIANCE WITH INSTRUMENTS, CONSENTS, ADVERSE AGREEMENTS. Neither
the execution nor the delivery of this Agreement nor the consummation of the
transactions contemplated hereby will conflict with or result in any violation
of or constitute a default under any term of the Articles of Incorporation or
Bylaws of the Buyer or any material agreement, mortgage, indenture, license,
permit lease or other instrument, judgment, decree, order, law or regulation by
which the Buyer shall be bound. No consent, approval or authorization of or
designation, declaration or filing with any governmental authority or other
persons or entities on the part of the Buyer shall be required or shall be
unfulfilled in connection with the

                                      -5-

execution or delivery of this Agreement or the consummation of the transactions
contemplated hereby. The Buyer shall not be a party to or subject to any
agreement or instrument, or subject to any charter or other corporate
restriction or any judgment, order, writ, injunction, decree, rule or regulation
which materially and adversely affects or, so far as the Buyer may foresee, may
in the future materially and adversely affect the business operations,
prospects, properties, assets or condition, financial or otherwise, of the
Buyer.

    7. COVENANTS OF SELLER.

         (a) CONVEYANCE. Conveyance of assets hereunder shall be by a Warranty
Bill of Sale, executed by Seller, in the form attached hereto as Exhibit H,
conveying all right, title and interest in the assets conveyed, free of any
encumbrances, liens or charges of any kind.

         (b) DISCHARGE OF ENCUMBRANCES. Except as expressly assumed by Buyer on
Exhibit "E", Seller will arrange for the release of all encumbrances, liens, or
charges of any kind affecting the Assets transferred hereunder such that all
such encumbrances, liens or charges shall be released at or prior to closing.
This includes, without limitation, performance of all acts and execution and
filing of all documents necessary to release any and all security agreements, as
defined by both applicable common law and the Uniform Commercial Code, that
affect in any way the ownership, use or possession of any of the assets,
properties or rights transferred hereunder.

         (c) CONTINUED OPERATIONS. Subject to the terms of the Interim
Management Agreement, Seller shall remain in possession and operate the business
in its customary manner until the closing date. The Seller will maintain all of
its properties in customary repair, order and condition, reasonable wear and
tear excepted, and will maintain insurance upon all of its properties and, with
respect to the conduct of its business, in such amounts and of such kinds
comparable to that in effect on the date of this Agreement. The Seller will
maintain its books, accounts and records in the usual manner on a basis
consistent with prior years.

         (d) ACCESS TO PROPERTIES, ETC. Subject to the provisions of Section 5
(a) of the Agreement, Seller will give to the Buyer and to Buyer's counsel,
accountants, investment advisors and other representatives full access during
normal business hours to all of the properties, books, tax records, contracts,
commitments and records of the Seller and will furnish to Buyer all such
documents and information with respect to Seller's affairs as Buyer may from
time to time reasonably request. Seller specifically consents to granting
Buyer's representatives the right to sample sales and use tax compliance and
excise tax compliance, and, if deemed

                                      -6-

warranted by Buyer's representatives after such sampling, Seller shall request
an audit by the respective taxing authority prior to the closing.

         (e) CERTAIN PROHIBITED TRANSACTIONS. Except with the prior written
consent to Buyer, Seller shall not enter into any contract to merge or
consolidate with or sell its assets, except in the ordinary course of business,
or change the nature or character of its business.

         (f) ENCUMBRANCES OF ASSETS. Seller will not, directly or indirectly,
encumber any of its assets except in the ordinary course of business.

    8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER. All obligations of
Seller under this Agreement are subject to the fulfillment, at the option of
Seller, at or prior to the date of the closing of each of the following
conditions:

         (a) The representations and warranties of the Buyer herein contained
shall be true on and as of the date of closing with the same force and effect as
though made on and as of said date, except as affected by transactions
contemplated hereby.

         (b) Buyer shall have performed all of its obligations and agreements
and complied with all of its covenants contained in this Agreement to be
performed and complied with by the Buyer prior to the date of closing.

         (c) Seller shall have received a certificate by Buyer, executed by the
President or any Vice President of the Buyer, dated the date of closing, in form
and substance satisfactory to Seller's counsel, certifying as to the fulfillment
of the matters mentioned in Paragraphs 8(a) and (b).

         (d) Buyer's counsel shall have delivered to Seller an opinion, dated
the date of the closing, in form and substance satisfactory to Seller's counsel,
to the effect:
                         (1)  Buyer (a) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida,
and (b) has all requisite corporate power and authority to own, operate and
lease its property and assets.

                         (2)  The Buyer has corporate power and authority
to execute and perform this Agreement, and has taken all action required by law,
its

                                      -7-

Articles of Incorporation, bylaws or otherwise to authorize the execution,
delivery and performance by the Buyer of this Agreement, and to consummate the
acquisition contemplated hereby, and this Agreement has been duly executed and
delivered by Buyer and, assuming due execution of this Agreement by Seller, are
valid and binding instruments of the Buyer.

         (e) No suit, action or other proceeding shall be pending before any
court or governmental agency in which it is sought to restrain or prohibit or to
obtain damages or other relief in connection with this Agreement or the
consummation of the transactions contemplated hereby or which might materially
and adversely affect the value of the assets and business of the Seller.

     9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. All obligations of
the Buyer under this Agreement are subject to the fulfillment, at the option of
the Buyer, at or prior to the date of the closing, of each of the following
conditions:

         (a) The representations and warranties of the Seller herein contained
shall be true on and as of the date of the closing with the same force and
effect as though made on and as of said date, except as affected by transactions
contemplated hereby.

         (b) Seller shall have performed all of its obligations and agreements
and complied with all of its covenants and conditions contained in this
Agreement to be performed and complied with by Seller prior to the date of
closing.

         (c) There shall not have been (1) any material adverse change in the
financial condition or in the operations, business, properties or assets of
Seller from that shown on its "operating reports dated December 31, 1995 until
the date of the Interim Management Agreement , or (2) any material damage,
destruction or loss to any of the properties or assets of the Seller, whether or
not covered by insurance, which has adversely affected or impaired or which does
or may adversely affect or impair the ability of Seller to conduct its business,
or (3) any demand for union election, picketing or demand for good faith
negotiations for a collective bargaining agreement. (or any event or condition
of any character which has adversely affected or which does or may adversely
affect or impair the business of Seller).

         (d) Buyer shall have received a certificate of the Seller, executed by
the President of the Seller, dated the date of the closing, in form and
substance satisfactory to counsel for the Buyer, certifying as to the
fulfillment of the matters mentioned in Paragraphs 9(a), (b) and (c).

                                      -8-

         (e) Counsel for Seller shall have delivered to Buyer an opinion, dated
the date of the closing, in form and substance satisfactory to counsel for
Buyer, to the following effect:

                         (1)  Seller (a) is a corporation duly organized,
validly existing and in good standing under the laws of the State of New Jersey,
and (b) has all requisite corporate power and authority to own its properties
and assets and to carry on its business as now being conducted.

                         (2)  Seller has all requisite corporate power to
execute and perform this Agreement.

                         (3)  The execution, delivery and performance by
the Seller of this Agreement (a) has been duly authorized by all necessary
corporate and stockholder action on the part of the Seller, (b) does not violate
the Articles of Incorporation or bylaws of the Seller, and (c) to the best of
its knowledge, as of the Closing Date, will not result in a breach in, or
constitute a default under, any indenture, agreement or other instrument to
which the Seller is a party or by which the Seller or any of its properties or
assets is bound.

                         (4)  This Agreement has been duly executed and
delivered by the Seller and, assuming due execution by Buyer, the Agreement
constitutes a valid and binding instrument of the Seller.

                         (5)  Seller has the complete and unrestricted power to
 transfer, convey and deliver to Buyer all of the assets purchased hereunder.

                         (6)  They are not aware of any action, suit,
proceeding or inquiry at law or in equity or by or before any federal, state or
local governmental instrumentality or other agency now pending or threatened
against or affecting the Seller, or any property or rights of Seller other than
Seller's suit with Seller's landlord described in the Agreement.

                         (7)  To the best of their knowledge,  without
independent investigation, the Seller is not in default with respect to any
judgment, writ, injunction or decree of any court or governmental agency, and
the Seller is not in default in the performance, observance or fulfillment of
any material obligation, covenant or agreement by which it is bound or by which
any of its assets is affected.

                              In giving such opinion such counsel may rely,
as to matters of fact, upon certificates of officers of the Seller, and
certificates of good standing and other certificates of governmental agencies.

                                      -9-

         (f) No suit, action or other proceeding shall be pending before any
court or governmental agency in which it will be, or it is, sought to restrain
or prohibit or to obtain damages or other relief in connection with this
Agreement or the consummation of the transactions contemplated hereunder or
which might materially and adversely affect the value of the assets and business
of the Seller.

         (g) The parties shall have entered into the Sublease contemplated by
the Agreement and Buyer shall have received the estoppel certificate from the
owner of the real property in the form attached hereto as Exhibit I.

         (h) Buyer or Buyer's representative shall have completed the compliance
check for sales and use taxes and excise taxes and, if applicable, the
appropriate taxing authority shall have completed its audit, and any taxes
resulting from such audit shall have been paid.

    10. RISK OF LOSS. Until the closing, the Seller shall bear the entire risk
of loss to the assets sold hereunder.

    11. CLOSING. The consummation of the transactions referred to in this
Agreement shall occur on the Closing Date (the "Closing Date") which, provided
all conditions precedent to closing shall have been materially satisfied on or
before such date, shall be within ten (10) business days from the date that
Seller notifies Buyer that all conditions precedent have been satisfied.
Notwithstanding anything herein to the contrary, if the Closing has not occurred
on or before August 1, 1996, other than by reason of default of Seller, or
default of Buyer, either party shall have the right to terminate this Agreement
by providing notice to the other party, whereon this Agreement shall become null
and void and of no further force or effect. The closing contemplated by this
Agreement shall take place at a location to be agreed to by Seller and Buyer.

    12. INSTRUMENTS AND OTHER ITEMS TO BE DELIVERED AT CLOSING. At the closing:

         (a) Seller shall deliver to Buyer:

                         (1)  Warranty Bill of Sale as to the Assets.

                         (2)  UCC-3 releases or estoppel letters agreeing to
provide UCC-3 releases after payment in full from the security interests in
Seller's assets.

                         (3)  Current certificates of good standing from the
Secretary of State, State of New Jersey.

                                      -10-

                         (4)  Certificate of the Seller required by Paragraph
9(d) hereof.

                         (5)  Certified copy of resolutions of the Board of
Directors and Seller's Shareholders approving the execution, delivery and
performance of this Agreement and designating the officer or officers authorized
to carry out the terms hereof.

                         (6)  Opinion of counsel for Seller required by
Paragraph 9(e) hereunder.
                         (7)  Assignments Assumptions of all Contracts and
Licenses necessary or incident to the operation of the Business.

          (b)            Buyer shall deliver to Seller:

                         (1)  Current certificate of good standing from the
Secretary of State, State of Florida.

                         (2)  Certificate of the Buyer required by Paragraph
8(c) hereof.

                         (3)  Certified copy of resolutions of the Board of
Directors and Shareholders of Buyer approving the execution, delivery and
performance of this Agreement and designating the officer or officers authorized
to carry out the terms hereof.

                         (4)  Opinion of counsel for Buyer required by
Paragraph 8(d) hereof.

                         (5)  Cash or cashier's check for the purchase price.

                         (6)  The Promissory Note and Guarantee required
by paragraph 3(a)2.

     13. ACCOUNTS RECEIVABLE, ETC. At closing, Seller shall provide Buyer with a
list of those accounts receivable of the Seller (hereinafter referred to as
"Seller's receivables") which were generated prior to closing and are retained
by Seller. Buyer agrees, for a twelve (12) month period, to collect Seller's
receivables, for the benefit of Seller. Buyer shall retain for its collection
efforts an amount equal to its actual cost of collections. Buyer is not assuming
any collection liability for Seller's receivables, but is merely agreeing to
collect same for the benefit of Seller. Buyer shall not be obligated to take any
affirmative action concerning the collection of the receivables other than

                                      -11-

transferring the amount collected to Seller. Seller shall be allowed access to
Buyer's books and records to review the collection activities.

    14. INDEMNIFICATION OF BUYER .

         (a) Seller and Seller's Shareholders, jointly and severally, each shall
indemnify and hold harmless Buyer against and in respect of:

                         (1)  All liabilities and obligations of, or claims
against, the Seller, not expressly assumed hereby by Buyer.

                         (2)  All damages, loss, cost or expense of Buyer
resulting from any misrepresentation, breach of warranty, or nonfulfillment of
any agreement on the part of Seller under this Agreement or from any
misrepresentation in, or omission from, any certificate, or other instrument
furnished or to be furnished by Seller or Seller's Shareholders to Buyer under
this Agreement occurring within twelve (12) months from the closing of the
transaction.

                         (3)  All federal, state and local taxes applicable to
the transaction contemplated hereby, if any.

                         (4)  All actions, suits, proceedings, demands,
assessments, judgments, costs and expenses, including reasonable attorneys'
fees, incident to any of the foregoing.

         (b) Seller and Seller's Shareholders, jointly and severally, shall
reimburse Buyer on demand for any payment made by Buyer at any time after the
closing in respect of any liability, obligation, or claim to which the foregoing
indemnity relates. Should any claim covered by the foregoing indemnity be
asserted against Buyer, Buyer shall notify Seller promptly and give Seller an
opportunity to defend the same, and Buyer shall extend reasonable cooperation to
Seller or Seller's Shareholders in connection with such defense. In the event
Seller or Shareholder fails to defend the same within a reasonable time as
determined by Buyer, Buyer shall be entitled to assume the defense thereof, and
Seller and Seller's Shareholders, jointly and severally, shall be liable to
repay Buyer for all of its expenses reasonably incurred in connection with the
defense (including reasonable attorneys' fees and settlement payments).

         (c) Buyer shall have the right to set off any payments due Buyer
hereunder against any obligations owed by Buyer to Seller or Seller's
Shareholders, including, but not limited to, the payments due under the
Promissory Note.

                                      -12-

    15. INDEMNIFICATION OF SELLER.

        (a) Buyer indemnify and hold harmless Seller against and in respect of:

                         (1)  All liabilities and obligations of, or claims
assumed hereby by Buyer.

                         (2)  All damages, loss, cost or expense of Seller
resulting from any misrepresentation, breach of warranty, or nonfulfillment of
any agreement on the part of Buer under this Agreement or from any
misrepresentation in, or omission from, any certificate, or other instrument
furnished or to be furnished by Buyer under this Agreement.

                         (3) All federal, state and local taxes applicable to
the transaction contemplated hereby, if any.

                         (4) All actions, suits, proceedings, demands,
assessments, judgments, costs and expenses, including reasonable attorneys'
fees, incident to any of the foregoing.

         (b) Buyer, shall reimburse Seller on demand for any payment made by
Seller at any time after the closing in respect of any liability, obligation, or
claim to which the foregoing indemnity relates. Should any claim covered by the
foregoing indemnity be asserted against Seller, Seller shall notify Buyer
promptly and give Buyer an opportunity to defend the same, and Seller shall
extend reasonable cooperation to Buyer in connection with such defense. In the
event Buyer fails to defend the same within a reasonable time as determined by
Seller, Seller shall be entitled to assume the defense thereof, and Buyer, shall
be liable to repay Seller for all of its expenses reasonably incurred in
connection with the defense (including reasonable attorneys' fees and settlement
payments).

    16. BROKERS. Each party represents to the other that it has dealt with no
broker in connection with this transaction, and that each party agrees to
indemnify and hold the other party harmless from any and all commissions claimed
by any other broker or third party by virtue of this transaction.

    17. WAIVERS AND NOTICES. Any failure by any party to this Agreement to
comply with any of its obligations, agreements or covenants hereunder may be
waived by the Seller or Seller's Shareholder in the case of a default by the
Buyer and by the Buyer in the case of a default by the Seller. All waivers under
this Agreement and all notices, consents, demands, requests, approvals and other
communications which are
                                      -13-

required or may be given hereunder shall be in writing and shall be deemed to
have been duly given if delivered or mailed certified first class mail, postage
prepaid, return receipt requested.

               (a)              If to the Seller:

               First Sports Capital Associates, Ltd., Inc.

               1 Waterview Drive

               Port Jefferson, New York

               with copies to:

                         Stuart J. Stein, P.C.
                         Attorney at Law
                         400 Garden City Plaza
                         Garden City, New York 11530

               (b)  If to the Buyer:

                         Golden Bear Golf Centers, Inc,
                         11780 U.S. Highway One
                         North Palm Beach, Florida 33408
                         Attn: Gary R. Rosmarin, President

               with a copy to:

                         Oren S. Tasini, Esq.
                         Suite 300
                         11780 U.S. Highway One
                         North Palm Beach, Florida 33408

or to such other person or persons at such address or addresses as may be
designated by written notice to the other parties hereunder.

                                      -14-

         18. COVENANT NOT TO COMPETE. For a period of three (3) years from the
closing date, Seller and Seller's Shareholders shall not, directly or
indirectly, within the Restricted Area, as defined below, own, manage, operate,
or control, or be employed by or participate in, either directly or indirectly,
or be connected in any manner whatsoever with the ownership, management,
operation or control of any business in competition with the Business. Nothing
herein shall be construed as prohibiting Buyer from pursuing any other remedies
available to it for such breach or threatened breach, including the recovery of
damages from Seller and Seller's Shareholders.

             Seller and Seller's Shareholders acknowledge that their breach or
threatened or attempted breach of any provision of this Paragraph 18 would cause
irreparable harm to the Buyer, is not compensable in money damages, and Buyer
shall be entitled, in addition to all other applicable remedies, to a temporary
and permanent injunction in a decree for specific performance of the terms of
this Paragraph 18, without being required to prove damages or furnish any land
or other security. In the event any provision of this Paragraph 18 is determined
to be invalid by any court or any other entity of competent jurisdiction, the
provisions of this Paragraph 18 shall be deemed to have been amended and the
parties hereto agree to execute all documents necessary to evidence such
amendment, so as to eliminate or modify any such invalid provisions so as to
carry out the intent of Paragraph 18 as far as possible and to render the terms
of this Paragraph 18 enforceable in all respects as so modified. The covenant
not to compete shall survive the Closing.

             For purposes of this Paragraph 18, "Restricted Area" shall mean a
ten (10) mile radius from the business.

         19. COVENANTS OF CONFIDENTIALITY. The Seller and Seller's Shareholders
will not disclose to any person or entity or use for their own benefit, whether
or not for monetary gain, any proprietary and confidential information related
to the business, including, without limitation, know-how, business procedures
and methods, marketing and business plans, financial contacts, financial data
and customer or patient-related information, whether or not such information
would be protectible as trade secrets, without the Buyer's specific prior
written permission.

         20. DEFAULT. Upon a default by either Buyer or Seller, the parties
shall have all rights and remedies available at law or in equity, including a
suit for specific performance.

         21. SALES TAX. Seller, shall prior to closing, provide Buyer with
evidence that all sales taxes have been paid by Seller and a certificate from
the State of New Jersey absolving Buyer of any liability for sales tax.

                                      -15-

         22. BENEFIT. This Agreement shall bind the parties hereto, their
successors and assigns.

         23. CONSTRUCTION. This Agreement is being delivered and is intended to
be performed in the State of New Jersey and shall be construed and enforced in
accordance with the laws of that state.

         24. WAIVER OF BREACH. Any waiver by the parties of a breach of any
provision of this Agreement by the other party shall not be construed as a
waiver of any subsequent breach by said party.

         25. MODIFICATION. This Agreement sets forth the entire understanding of
the parties with respect to the subject matter hereof, and may not be changed
except by written document executed by all of the parties hereto.

         26. ASSIGNMENT. This Agreement shall not be assignable by either party
without prior written consent of the other party, except, however, Buyer may
assign this Agreement to a company affiliated with Buyer without the further
consent of Seller, provided that the assignee assume Buyer's obligations under
the Promissory Note.

         27. PARAGRAPH HEADINGS. Paragraph headings as used herein are for
convenience only and shall not be construed as limiting this Agreement or any of
its several paragraphs to the provisions described by such paragraph headings.

         28. SEVERABILITY. Each paragraph, provision, sentence and part thereof
of this Agreement shall be deemed construed as limiting this Agreement or any of
its several paragraphs to the provisions described by such paragraph headings.

         29. ATTORNEYS' FEES. In the event either party breaches this Agreement
and such breach results in litigation, the prevailing party shall have the right
to recover all costs of such litigation before, during, and after trial and all
appeals to include a reasonable attorneys' fee through all such trials and
appeals.

         30. ESCROW AGREEMENT. The Escrow Agent receiving funds or equivalent is
authorized and agrees by acceptance of them to deposit them promptly, hold same
in escrow and, subject to clearance, disburse them in accordance with terms and
conditions of Contract. Failure of clearance of funds shall not excuse Buyer's
performance. If in doubt as to Escrow Agent's duties or until a judgment of a
court of competent jurisdiction shall determine the rights of the parties or
Escrow Agent may deposit with the clerk of the circuit court having jurisdiction
of the dispute. Upon notifying all parties concerned of such action, all
liability on the part of Escrow Agent

                                      -16-

shall fully terminate, except to the extent of accounting for any items
previously out of escrow. Any suit between Buyer and Seller where Escrow Agent
is made a party because of acting as Escrow Agent hereunder, or in any suit
wherein Escrow Agent interpleads the subject matter of the escrow, Escrow Agent
shall recover reasonable attorneys' fees and costs incurred with the fees and
costs to be charged and assessed as court costs in favor of the prevailing
party. Parties agree that Escrow Agent shall not be liable to any party or
person for misdelivery to Buyer or Seller of items subject to this escrow,
unless such misdelivery is due to willful breach of Contract or gross negligence
of Escrow Agent.

         31. EXPENSES. Except as provided in Section 30 above, regardless of
whether the transactions contemplated by this Agreement shall be consummated,
each party shall pay its own expenses incident to preparing for, entering into
and carrying into effect this Agreement and the transactions contemplated
hereby.

         32. TERMINATION. This Agreement may be terminated by written notice
given as provided herein on or prior to the Closing as follows, and in no other
manner:

             (a) By mutual consent of the parties;

             (b) By Buyer or Seller, if, at or before the closing, any condition
precedent set forth herein for the benefit of Buyer or Seller, respectively,
shall not have been timely met;

             (c) By either party if the closing shall not have occurred on or
before September 1, 1996, or such later date as may have been agreed upon in
writing by the parties; or

             (d) By Buyer or Seller, respectively, if, at the closing, any
representation or warranty made herein for the benefit of Buyer or Seller,
respectively, or in any Certificate, Schedule, Exhibit or document furnished to
Buyer or Seller, respectively, pursuant to this Agreement is untrue in any
material respect, or Seller or Buyer, respectively, shall have defaulted in any
material respect in the performance of any obligation set forth in this
Agreement.

         33. SURVIVE CLOSING. The representations, and warranties set forth in
section 14 of the Agreement and in this Agreement shall survive the Closing for
a period of twelve (12) months and the obligations set forth in Sections 13, 14,
15 and 18 may be enforced after the Closing and said enforcement shall not be
estopped by the Closing of this Agreement. All other representations and
warranties shall not survive the closing.

                                      -17-

               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

SELLER:  FIRST SPORTS CAPITAL DEVELOPMENT, LTD., INC.

WITNESSES:

- ---------------------------     By:______________________________

- ---------------------------

BUYER:   

WITNESSES:

- ---------------------------     By:______________________________

- ---------------------------

SELLING SHAREHOLDERS:

WITNESSES:

- ---------------------------

- ---------------------------

- ---------------------------

- ---------------------------

                                      -18-

                                RIDER TO SUBLEASE

             FIRST SPORTS CAPITAL DEVELOPMENT ASSOCIATES, LTD., INC.
                                      WITH
                         GOLDEN BEAR GOLF CENTERS, INC.

R.1. OPTION TO EXTEND TERM

         A. Provided TENANT is not then in default in any of its obligations
under this Sublease, TENANT may extend the term of this Sublease for two (two)
consecutive periods of five (5) years each (the "Option Terms") under the
following conditions:

                  1.       LANDLORD shall have received written notice from
                           TENANT of its election to exercise either option at
                           least 6 months prior to the end of the then current
                           term of this Sublease. Such notice shall constitute
                           the binding obligation of TENANT.

                  2.       The Basic Annual Rent during the Option Term or Terms
                           shall be as set forth in Exhibit "A" and all required
                           payments of additional rent shall remain in effect.

                  3.       Except as herein stated, all of the terms and
                           conditions of the Sublease shall remain in effect
                           during the Option Term or Terms except that at the
                           end of the second Option Term there shall be no
                           further option.

         B.       NOTICE OF EXPIRATION OF OPTION

                  Notwithstanding anything to the contrary above stated, the
time in which TENANT may exercise any option to extend shall not be deemed to
have expired until expiration of fifteen (15) days' notice from LANDLORD that
the current term is due to expire and that the option must be exercised or
waived.

R.2.     SUBLEASE PROVISIONS

         A. PRIME LEASES:

         This lease is a sublease, LANDLORD hereunder being the prime tenant
under the following two prime leases (the "Prime Leases"):

         Lease dated March 12, 1994 between Laurie R. Applegate and Ann S.
         Applegate as Landlords and First Sports Capital Development Associates,
         Ltd. as Tenant, a Short Form of which lease was recorded in the office
         of the clerk of Ocean County on July 26, 1994 at Deed Book 5183 Page

         Lease dated March 12, 1994 between Toms River Skateboard Park,
         Inc. as Landlord and  First Sports Capital Development
         Associates, Ltd. as Tenant, a Short Form of which lease was
         recorded in the office of the clerk of Ocean County on July
         26, 1994 at Deed Book 5183 Page 0946

         Both Prime Leases having been amended by Amendment to Leases dated
         March 12, 1994

         Both Prime Leases having been further amended by Lease Amendment dated
         July 7, 1994.

         The above described leases, as amended, are referred to in this
Sublease as the "Prime Leases".

         B. PARTIES INITIALLING COPY OF PRIME LEASES

         LANDLORD represents that the copy of the Leases and amendments thereto
comprising the Prime Leases, which copies are being initialled by the parties at
the time of the signing of this Sublease, are true and accurate copies of the
originals thereof. TENANT acknowledges that it has received the copy of the
Prime Lease documents and is familiar with the term thereof.

         C. In the event of any default by LANDLORD under either of the Prime
Leases, TENANT may pay rent directly to Prime Landlord or otherwise cure the
default under the Prime Lease or Leases and LANDLORD shall promptly reimburse
TENANT for all such payments. In the event reimbursement is not made within
ninety (90) days then TENANT may set off the amounts paid to Prime Landlords
against the next rental payments due hereunder. LANDLORD shall give immediate
notice of any claim of default under the Prime Leases, or either of them, to
Tenant. LANDLORD shall use its best efforts to cause Prime Landlords to
undertake to give notice and right to cure to Tenant of any alleged default
under the Prime Leases, or either of them.

R.3. REAL ESTATE TAXES AND IMPOSITIONS

         A. TENANT TO PAY REAL ESTATE TAXES

         TENANT shall pay to LANDLORD as and for additional rent all real estate
taxes, assessments (including but not limited to all assessments for public
improvements or benefits, whether or not commenced or completed within the term
of this Sublease) and other governmental charges, general and special, ordinary
and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever,
which at any time prior to or during the term of this Sublease may have been or
may be assessed, levied, imposed upon, or grow or become due or payable out of
or in respect of, or become a lien on, the Premises or any part thereof or any
appurtenance thereto and any tax or other levy upon or measured by the use,

occupancy or rents from the Premises other than LANDLORD's income tax
(hereinafter referred to as "Real Estate Taxes").

         B. APPORTIONMENT

         Prepaid or unpaid Real Estate Taxes as of the commencement date of this
Sublease and as of the last day of the term of this Sublease shall be
apportioned. LANDLORD shall use its best efforts to have the Premises separately
assessed by local taxing authorities. Until such time, if at all, that the
Premises are separately assessed, TENANT shall pay 93.6% of the Real Estate
Taxes on the tax lot of which the Premises form a part. Such amount shall be
paid to LANDLORD immediately upon request which request shall include a copy of
the relevant tax bill or bills and LANDLORD shall thereafter promptly pay the
Real Estate Tax then due for the entire lot of which the Premises are a part.
Following receipt by LANDLORD of a receipt of payment of real estate taxes from
the local receiver of taxes, LANDLORD shall promptly furnish a copy thereof the
TENANT.

R.4. UTILITIES

         TENANT shall furnish, at its own expense, all utilities of every type
and nature required by it in its use of the Premises and shall pay or cause to
be paid, when due, all bills for water, sewerage, heat, gas, electricity and
other utilities, if any, used on, in connection with, or chargeable against the
Premises until the termination of this Sublease. In the event LANDLORD is
charged for any utility provided to or used in connection with the Premises
after the Commencement Date, TENANT shall immediately pay to LANDLORD the amount
thereof. Notwithstanding the foregoing, TENANT shall utilize the existing
sewerage lines pursuant to article R.7 (A) and (C).

R.5. INDEMNITY AND INSURANCE

         A. INDEMNITY

         TENANT shall at all times, including any time prior to the Commencement
Date should TENANT have access to the Premises prior thereto, indemnify LANDLORD
for, defend LANDLORD against, and save LANDLORD harmless from, any liability,
loss, cost, injury, damage or other expense whatsoever that may occur or be
claimed by or with respect to any person(s) or property on or about the Premises
and resulting directly or indirectly from the use, misuse, occupancy, possession
or unoccupancy of the Premises by TENANT or any concessionaires, subtenants or
other persons claiming through or under TENANT, or their respective agents,
employees, licensees, invitees, guests or other such persons, or from the
condition of the Premises. TENANT shall, at its cost and expense, defend

against any and all such actions, claims and demands and shall indemnify
LANDLORD for all costs, expenses and liabilities it may incur in connection
therewith. LANDLORD shall not in any event whatsoever be liable for any injury
or damage to the Premises or to the TENANT or to any concessionaires, subtenants
or other persons claiming through or under TENANT, or their respective agents,
employees, licensees, invitees, guests or other such persons or to any property
of such persons unless caused by the acts or omissions of LANDLORD or any of its
agents or employees. TENANT shall not make any claim or demand upon or institute
any action against the LANDLORD as a result of such injury or damage.

         B. GENERAL LIABILITY INSURANCE

         TENANT, at its cost and expense, prior to having access to the
Premises, even if such access be prior to the Commencement Date, shall obtain
and maintain in force throughout the term of this Sublease, comprehensive
general liability insurance against any loss, liability or damage on, about or
relating to the Premises, with limits of not less than TWO MILLION
($2,000,000.00) DOLLARS per occurrence. Any such insurance obtained and
maintained by TENANT shall name both LANDLORD and TENANT as the insured parties
therein and shall be obtained and maintained from and with a reputable and
financially sound insurance company(ies) reasonably acceptable to LANDLORD,
authorized to issue such insurance in the State of New Jersey. All rights of
subrogation against LANDLORD under such policy or policies shall be waived. The
policies of insurance required hereunder shall contain an agreement by the
insurer that it will not cancel or modify such policy except after fifteen (15)
days prior written notice by LANDLORD by certified mail, return receipt
requested. Not less than fifteen (15) days prior to the expiration of any such
insurance policy, TENANT shall deliver to LANDLORD a certificate evidencing the
replacement or renewal thereof.

         C. POLICIES OR CERTIFICATES DELIVERED TO LANDLORD

         TENANT shall furnish LANDLORD with duplicate original(s) or original
certificate(s) of all insurance to be maintained by it under this Sublease,
including renewal and replacement policies, together with written evidence that
the premiums therefor have been paid. The insurance may be blanket policies
covering other locations operated by TENANT, its affiliates or subsidiaries,
provided that such blanket policies otherwise comply with the provisions of this
ARTICLE. Subject to the provisions of this Sublease, TENANT shall comply with
the requirements of any Mortgages relating to the insurance and to the proceeds
of insurance maintained and required to be maintained by TENANT pursuant to the
provisions of this ARTICLE.

         D. WORKER'S COMPENSATION AND OTHER INSURANCE

         The TENANT shall, throughout the term of this Sublease, at its own cost
and expense, obtain and maintain in full force and effect and in the name of
LANDLORD,and TENANT

                  (1)      "ALL RISK" casualty insurance covering all
                           improvements on the Premises at 100% replacement
                           value.

                  (2)      Worker's Compensation insurance subject to statutory
                           limits or better in respect of any work or other
                           operations on or about the Premises.

                  (3)      Such other insurance with respect to the Leased
                           Premises and in such amounts as LANDLORD from time to
                           time may reasonably request against such other
                           insurable hazards which at the time in question are
                           commonly insured against in the case of property
                           similar to the Premises including plate glass
                           insurance.

                  (4)      During the performance of any construction, broad
                           form Builder's All Risk insurance.

                  (5)      Business interruption insurance in an amount
                           equivalent to not less than on year's basic rent plus
                           additional rent.

         E. CERTAIN TERMS OF INSURANCE

            All insurance to be obtained by TENANT shall:

                  (1)      Be obtained from and maintained with reputable and
                           financially sound insurance company(ies) reasonably
                           acceptable to LANDLORD, authorized to issue such
                           insurance in the State of New Jersey.

                  (2)      Be reasonably satisfactory to LANDLORD.

                  (3)      Provide that the proceeds of any loss shall be
                           payable to LANDLORD, for the purposes set forth in
                           this Sublease subject to the provisions of Section
                           R.6 hereof.

                  (4)      Contain an agreement by the insurer that it will not
                           cancel or modify such policy except after thirty (30)
                           days' prior written notice to LANDLORD and any
                           Mortgagees by certified mail, return receipt
                           requested.

                  (5)      Provide that any loss otherwise payable thereunder
                           shall be payable notwithstanding any act or
                           negligence of LANDLORD or TENANT which might, absent
                           such agreement, result in a forfeiture of all or part
                           of the payment of such loss.

                  (6)      Name, as additional insured parties, LANDLORD and
                           such other parties having an insurance interest at
                           LANDLORD may designate.

         F. RENEWALS OF INSURANCE-COPIES OR CERTIFICATES OF INSURANCE

            Not less than fifteen (15) days prior to the expiration of any such
insurance policy, TENANT shall deliver to LANDLORD a certificate evidencing the
replacement or renewal thereof. TENANT shall furnish LANDLORD and any Mortgagees
with duplicate original(s) or original certificate(s) together with true
copy(ies) of all such insurance policies, including renewal and replacement
policy(ies), together with written evidence that the premiums therefor have been
paid.

         G. WAIVER OF SUBROGATION

         All insurance policies on the Premises maintained by LANDLORD and
TENANT shall waive the rights of subrogation as against the other.

R.6. RESTORATION

         A.  DUTY TO RESTORE, APPLICATION OF INSURANCE PROCEEDS

         If any portion of the building or improvements now existing or
hereafter erected on the Premises, whether owned by LANDLORD or TENANT is
damaged or destroyed by fire or other casualty TENANT shall restore the building
and/or improvements and the insurance proceeds shall be held by LANDLORD or
LANDLORD's mortgagee to be applied for reimbursement to TENANT of the cost of
TENANT's restoration of the Premises.

         B. NO ABATEMENT IN RENT

         The obligation to pay the Basic Annual Rent and Additional Rent as set
forth herein and to otherwise perform TENANT's obligations hereunder shall
continue unabated by reason of such damage or destruction; that is, there shall
be no abatement or diminution of Basic Annual Rent or release from any of
TENANT's obligations hereunder by reason of such damage or destruction
regardless of the period of time, if any, during which the Premises or any part
thereof remain untenantable, any Laws to the contrary notwithstanding.

         C. DAMAGE DURING LAST FIVE YEARS OF TERM

         Notwithstanding anything above to the contrary, in the event of
substantial damage to any building or improvement on the Premises during the
last 5 years of the term of this Sublease, TENANT or LANDLORD may elect, by
notice given to the other within 21 days of such damage, not to restore same and
the insurance proceeds shall be the property of LANDLORD and this Sublease shall
thereafter be deemed in all respects terminated. TENANT may exercise any option
that it then has to extend the term of this Lease beyond five (5) years (if
there is such a remaining option available). In the event of such option then
the expiration shall be deemed the expiration of the option term rather than the
current term.

         D. INSURANCE TRUSTEE

         Notwithstanding anything to the contrary contained in this Rider, in
the event the amount of insurance proceeds exceeds $100,000.00, then the
insurance proceeds shall be received by an insurance proceeds trustee to be
agreed upon between the parties. If the parties cannot agree upon such trustee,
then the trustee shall be a lending institution in Toms River, New Jersey, at
which TENANT's operating account is maintained. The insurance trustee shall hold
the funds and shall pay the funds to TENANT against presentation of receipted
bills for restoration work done or, at TENANT's direction, shall pay the
proceeds directly to the contractors or suppliers providing labor and materials
in connection the restoration.

R.7. LICENSE TO USE COMMON AREAS, SEWERAGE

         A. LICENSE TO USE COMMON AREAS

         Provided TENANT is not in material default of any of its obligations
under this Sublease, after any applicable grace or cure periods, TENANT, its
employees and customers shall have the non-exclusive right to use the parking
areas and driveways shown on Schedule "A" as The Common Areas and the Sewer
pipes and systems servicing the Premises (together referred to as the "Common
Areas").

         B. LANDLORD'S OBLIGATIONS REGARDING COMMON AREAS

         TENANT shall maintain the Common Areas in good working order and
repair, with the land comprising the Common Area being free of accumulations of
rubbish. TENANT shall not permit ice or snow to accumulate so as to interfere
with the operation of other business of LANDLORD or adjoining property of
LANDLORD serviced by the Common Areas at the Premises. TENANT shall further
cause the lands comprising the Common Areas to be lighted during evening hours,
in such manner as it deems appropriate.

         C.       PARTICIPATION IN COMMON AREA AND SEWERAGE COSTS

         (i) TENANT shall pay to LANDLORD its proportionate share of sewer and
water costs on the first day of each month during the term hereof as reasonably
estimated from time to time by LANDLORD based on actual purchase orders and
service and maintenance contracts. In the event that, at the end of any fiscal
year or half year accounting period of LANDLORD, the amount of TENANT's
proportionate share of sewer and water costs is greater or lesser than the
monthly estimated payments received, then the difference shall be paid or
credited immediately upon completion of such accounting. For the avoidance of
doubt, the costs of operating and maintaining the water and sewer systems shall
include insurance, testing, permits, maintenance, service and repair. The cost
of the water shall include hydrant flushing, actual water consumed and
governmental testing and cost of permits, together with the cost of maintenance
and repair. TENANT's proportionate share of sewer and water costs, at the outset
of this Lease, shall be 44%, taking into consideration that there is only one
other user of the sewer and water systems. In the event of any future
construction at the Premises or at the property of LANDLORD adjoining the
Premises or TENANT, then TENANT's proportionate share of sewer and water system
charges shall be re-determined based on sewerage flows as determined by the
applicable governmental authority.

         (ii)     Simultaneously herewith TENANT is paying to LANDLORD, as
a "tap-in fee" for the sewerage the sum of EIGHTY-SEVEN THOUSAND
FIVE HUNDRED 00/100 ($87,500.00) DOLLARS.

         (iii) LANDLORD shall maintain the sewer collection and pumping facility
at the Premises in good condition and repair throughout the term of this Lease.

R.8. RIGHT TO ASSIGN

         TENANT may assign this Sublease to an affiliate or franchisee provided
that such assignment:

         (i)  shall not be effective until LANDLORD shall have received
         an executed and acknowledged counterpart of the assignment and
         assumption agreement in form reasonable satisfactory to it;
         and

         (ii) shall not be deemed to release TENANT from its obligation
         under this Sublease

         (iii) TENANT may further sublease or may assign this Lease to any other
         entity subject to LANDLORD's consent not to be unreasonably withheld.
         TENANT shall provide LANDLORD with such financial and biographical
         information regarding the proposed assignee or subtenant as LANDLORD
         may reasonably

         require. LANDLORD may condition its consent upon the posting of
         security deposits in LANDLORD's reasonable discretion. In the event of
         such sublease or assignment to a non-affiliated entity, all income
         received by reason of such sublease or assignment, in excess of that
         being paid by TENANT to LANDLORD, shall be divided between LANDLORD and
         TENANT and TENANT shall pay 50% thereof as additional rent to LANDLORD.

R.9.     COVENANT AGAINST LIENS

         If, because of any act or omission (or alleged act or omission) of
TENANT or anyone claiming through TENANT, any mechanic's or other lien, or
charge or for the payment of money or other encumbrance shall be filed against
any portion of the Premises (whether or not such charge, order or encumbrance is
valid or enforceable as such) TENANT shall, at its cost and expense, cause same
to be discharged or bonded within thirty (30) days (or such shorter time as may
be required under any Mortgage) after notice to TENANT of the filing or
imposition thereof; and TENANT does hereby indemnify and hold LANDLORD harmless
from all losses, damages, expenses, liabilities, suits, penalties, claims, and
obligations, including, without limitation, reasonable attorneys' fees,
resulting therefrom. All materialmen, contractors, artisans, mechanics,
contractors, subcontractors and any other persons now or hereafter furnishing
any services, materials, supplies or equipment to TENANT with respect to any
portion of the Premises, are hereby charged with notice that they must look
exclusively to TENANT to obtain payment for same. Notice is hereby given that
the LANDLORD shall not be liable for any labor, services, materials or supplies
furnished or to be furnished to the TENANT upon credit, and that no mechanic's
or other lien for any such labor, services, materials, supplies or equipment
shall attach to or affect the interest of the LANDLORD in and to the Premises.

R.10.  LANDLORD'S AND TENANT'S CERTIFICATES

           A. LANDLORD and TENANT shall, each without charge at any time and
from time to time, within ten (10) days after request by the other party,
certify by written instrument, duly executed, acknowledged and delivered to any
Superior Landlord, Mortgagee, assignee of any Mortgagee or purchaser, or any
proposed Mortgagee, or proposed assignee or sub-tenant of TENANT or any other
person, firm or corporation specified by LANDLORD or TENANT:

                  (1)      That this Sublease is unmodified and in full force
                           and effect (or, if there has been modification, that
                           the same is in full force and effect as modified and
                           stating the modifications).

                  (2)      Whether or not there are then existing any breaches
                           or defaults by the other party under any of the terms
                           of this Sublease and specifying such breach or
                           default or any set-offs or defenses against the
                           enforcement of any of the agreements, terms,
                           covenants or conditions of this Sublease upon the
                           part of the LANDLORD or TENANT, as the case may be,
                           to be performed or complied with (and, if so,
                           specifying the same and the steps being taken, if
                           any, to remedy the same).

                  (3)      The dates, if any, to which the Basic Annual Rent,
                           additional rent and other charges under this Sublease
                           have been paid in advance.

R.11. CHANGES AND ALTERATIONS BY TENANT

      A. TENANT, at its own cost and expense, may erect improvements on the
Premises, including a miniature golf course, and shall have the right at any
time and from time to time during the term of this Sublease to make other
changes and alterations to the Premises. (All of the foregoing are hereinafter
collectively called "TENANT CHANGES"), subject, however, IN ALL CASES, to the
following:

                  (1)      LANDLORD's prior written consent shall be required in
                           each instance of any TENANT's Changes involving the
                           structure or exterior of the any building on the
                           premises which consent shall not be unreasonably
                           withheld or delayed.

                  (2)      No TENANT Changes shall be undertaken until the
                           TENANT shall have procured and paid for all required
                           permits, certificates, notices and authorizations of
                           all municipal departments and governmental
                           subdivisions having jurisdiction; and, at TENANT's
                           expense, the LANDLORD shall join in the application
                           for such permits and authorizations whenever it is
                           necessary provided LANDLORD incurs no cost or
                           liability thereby and further provided that such
                           application does not affect the use of LANDLORD'S
                           adjoining property.

         B. If any TENANT Changes, other than the Initial Construction,
involves an estimated cost in excess of ONE HUNDRED THOUSAND
($100,000.00) DOLLARS then

                           (i) Such change shall only be done under the
                           supervision of a licensed architect or engineer
                           selected by TENANT and reasonably satisfactory to
                           LANDLORD and shall be made in accordance with

                           detailed plans and specifications (the "PLANS AND
                           SPECIFICATIONS") and cost estimates prepared by such
                           architect or engineer and approved in writing by the
                           LANDLORD which approval LANDLORD agrees not to
                           unreasonably withhold or delay.

                           (ii) Prior to the commencement of such TENANT Change
                           the total cost for such TENANT Changes shall be
                           placed in escrow in an account at a federally insured
                           lending institution which account shall require the
                           signature of a designated representative of both
                           LANDLORD and TENANT for withdrawal. Withdrawals shall
                           be permitted against percentage of work completed as
                           certified by the aforementioned architect or
                           engineer.

                           (iii) Any TENANT Changes shall be made promptly,
                           prosecuted diligently to completion and complete in a
                           good workmanlike manner and in compliance with all
                           applicable permits and authorizations and building
                           and zoning laws and all laws and in accordance with
                           the orders, rules and regulations of the Board of the
                           Fire Underwriters and any other body hereafter
                           exercising similar functions having or asserting
                           jurisdiction over the Premises.

                           (iv) In lieu of the escrow account described above,
                           LANDLORD shall accept a payment and performance bond
                           in the amount of the cost of the improvements, as
                           certified by the above mentioned architect or
                           engineer, which bond shall be issued by an insurance
                           company licensed to do business in the State of New
                           Jersey and reasonably satisfactory to LANDLORD which
                           bond shall be in a form satisfactory to LANDLORD and
                           which shall permit LANDLORD to elect to have the
                           Premises completed or demolished.

                           (v) In the alternative, in lieu of the provisions of
                           paragraphs (iii) through (iv) TENANT may guaranty
                           payment for all labor and materials in connection
                           with the work to be done and completion of all such
                           work PROVIDED that TENANT, if other than Golden Bear
                           Golf Centers, Inc., shall have a net worth, according
                           to a certified statement prepared by outside
                           certified public accountants in an amount of not less
                           than TWENTY FIVE MILLION ($25,000,000.00) DOLLARS.

R.12. CONDEMNATION

         A. In the event that at any time during the term of this

Sublease, title to the whole or materially all of the Premises shall be taken by
the exercise of the right of condemnation or eminent domain or by agreement
between the LANDLORD and those authorized to exercise such right, this Sublease
shall terminate and expire on the date of such taking (herein called the "Taking
Date") and the rent provided to be paid by the TENANT shall be apportioned and
paid to the Taking Date.

         B. If a portion of the Premises is taken such that it would be
impossible to conduct the TENANT's business or if all reasonable means of
ingress and egress to and from the Premises are permanently eliminated by reason
of such a taking then, in any of such events this Sublease shall terminate on
the date the condemning authority acquires possession of the Premises or
eliminates ingress or egress.

         C. In the event of any taking of a portion of the Premises and if this
Sublease shall not terminate as provided herein, then this Sublease shall
continue unaffected and there shall be no abatement in the Basic Annual Rent, or
Additional Rents due hereunder.

         D. In the event of any taking as above described, LANDLORD shall be
entitled to all awards, damages, consequential damages and compensation for such
taking, including the value of the leasehold, EXCEPT THAT TENANT shall be solely
entitled to any award made and designated as being for loss of income to TENANT
or other loss to TENANT by reason of the cessation of its business or any award
made for the value of improvements owned by TENANT taking into consideration the
balance of the term of this Sublease.

R.13. IMPROVEMENTS ON THE PREMISES; NO WASTE

         A. TENANT shall maintain all improvements on the Premises, whether
owned by TENANT, LANDLORD, or otherwise, in good condition and repair throughout
the entire term of this Sublease and at the expiration of this Sublease such
improvements shall become the property of LANDLORD.

         B. TENANT shall not permit waste to occur at the Premises or
to the improvements thereon.

R.15. MISCELLANEOUS PROVISIONS

          A. Neither a failure by the LANDLORD to exercise any of its options
hereunder, nor failure to enforce its rights or seek its remedies upon any
default, nor the acceptance by the LANDLORD of any rent accruing before or after
any default, shall effect or constitute a waiver of the LANDLORD's right to
exercise such option, to enforce such right, or to seek such remedy with respect

to that default or to any prior or subsequent default. The remedies provided in
this Sublease shall be cumulative and shall not in any way abridge, modify or
preclude any other rights or remedies to which the LANDLORD may be entitled
either at law or in equity.

         B. Any notice, exercise of option or election, communication, request
or other document or demand required or permitted under this Sublease shall be
in writing and shall be given to LANDLORD or TENANT by first class certified or
registered mail, return receipt requested, or by overnight carrier service such
as Federal Express, Purolator Courier, (etc).

                  (1)   to the LANDLORD as follows:

                        FIRST SPORTS CAPITAL DEVELOPMENT
                        ASSOCIATES, LTD., INC.
                        c/o Carmine Dell Aquila
                        1 Waterview Drive
                        Port Jefferson, New York 11777

                        with copy by regular mail and "FAX" to:

                        STUART J. STEIN, P.C.
                        400 Garden City Plaza
                        Garden City, New York 11530
                        Attn: Stuart J. Stein, Esq.
                        Fax No. 516-742-7848

                  (2)   to the TENANT as follows:

                        GOLDEN BEAR GOLF CENTERS, INC.
                        11780 U. S. Highway 1
                        North Palm Beach, Florida 33408

                        with copy by regular mail and "FAX" to:

                        FLEMING, HAILE, SHAW & GUNDLACH, P.A.
                        440 Royal Palm Way
                        Palm Beach, Florida 33480
                        Attn: David M. Shaw, Esq.
                        Fax No. 407-833-5604

         Either party may, from to time, change the address at which such
written notices, exercise of options or elections, communications, requests, or
other documents or demands are to be mailed, by giving the other party(ies)
written notice of such changed address, pursuant to the terms hereinabove set
forth. At LANDLORD's option, which may be exercised at any time hereafter,
TENANT shall send copies of any and all said notices and other communications
designated by LANDLORD, to any Mortgagees and

Superior Lessors designated by LANDLORD.

         C. If any term or provision of this Sublease or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Sublease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term and provision of this
Sublease shall be valid and be enforced to the fullest extent permitted by law.

         D. This Sublease sets forth all the promises, inducements, agreements,
conditions and understandings between LANDLORD and TENANT relative to the
Premises, and there are no promises, agreements, conditions or understandings,
either oral or written, express or implied between them, other than as herein
set forth. Except as herein otherwise provided, no subsequent alteration,
amendment, change or addition to this Sublease shall be binding upon LANDLORD or
TENANT, unless reduced to writing and signed by the party(ies) to be charged
therewith.

         E. The captions of the several Sections and Subsections of this 
Sublease are not a part of the context hereof and shall be ignored in construing
this Sublease. They are intended only as aids in locating various provisions
hereof.

         F. Except as may be expressly otherwise provided herein, the terms,
covenants and conditions hereof shall insure to the benefit of and shall be
binding upon LANDLORD and TENANT and their successors and assigns.

         G. TENANT shall obtain and deliver to LANDLORD, with reasonable
promptness, such information respecting the operation of the Premises or the
financial condition and affairs of TENANT and of any guarantors, as LANDLORD may
from time to time reasonably request.

         H. Each of LANDLORD and TENANT warrant and represent to the other that
it has dealt with no broker in connection with this transaction and has had no
conversations or dealings with any broker. Each of LANDLORD and TENANT,
respectively ("Indemnitor"), hereby indemnifies the other ("Indemnitee") against
any claims of any broker by reason of said broker having had a conversations or
dealing with the Indemnitor in connection with this transaction and agrees to
reimburse the Indemnitee for any damages the Indemnitee might sustain by reason
of such claims including Indemnitee's cost of defending any action in connection
therewith and reasonable legal fees of the Indemnitee in connection therewith.

         I. Either party, at the request of the other, at any time, shall 
execute and acknowledge a Short Form Lease for recording prepared by Counsel to
requesting party in form reasonably

acceptable to counsel to the other.

         J. All sums due from TENANT to LANDLORD under this Sublease, other than
the Basic Rent, shall be due as and for additional rent and the failure to pay
same shall entitle the LANDLORD to the same remedies it has as if there were a
default in the payment of the Basic Rent.

R.16. MODIFICATION TO PARAGRAPH 12 OF LEASE FORM

         Paragraph 12 of the lease form to which this rider is attached is
amended to add the following at the end thereof:

                  "This provision shall not apply to Common Areas for which
                  LANDLORD has maintenance obligations as set forth in Section
                  R.7 of the Rider hereto."

R.17. NON-DISTURBANCE AGREEMENT

         Paragraph 14 of the lease from to which this rider as attached is
amended to add the following at the end thereof:

                  "This lease shall only be subordinate to such mortgage or
mortgages provided the holder thereof shall have provided TENANT with an
agreement providing that, in the event of any default by LANDLORD as mortgagor,
such Mortgagee will not disturb the Tenancy herein granted provided TENANT
attorns to Mortgagee."

R.18. In the event of any discrepancy between the parties the prevailing party
shall be entitled to recover Court costs and attorneys' fees from the
non-prevailing party.

R.19. Either party at the request of the other shall execute a short form of
this Lease and acknowledge same in form for recording.

R.20. Included in the Premises herein subleased is all right of LANDLORD in
connection with a Cross-Easement Agreement affecting the Premises and effecting
Block 442, Lot 40, on the Tax Map of Ocean County. TENANT shall have the
non-exclusive benefits and burdens of said Cross-Easement Agreement.

R.21. Notwithstanding anything to the contrary contained herein, TENANT shall
have thirty (30) days to cure any non-monetary default. TENANT shall have
additional time to cure such non-monetary default provided TENANT promptly
commences and diligently proceeds with such cure. Notwithstanding anything to
the contrary herein, TENANT may cease operating and provided all other
obligations of TENANT under the Lease are complied with, such cessation shall
not be a default hereunder.

R.22. TENANT shall have the right to obtain bona fide leasehold financing
provided that in no event shall LANDLORD have any obligations or liabilities in
connection therewith nor shall such leasehold financing constitute a lien on the
LANDLORD's leasehold interest. LANDLORD shall cooperate with the reasonable
requirements of TENANT's lender in connection therewith provided that it incurs
no expense or liability and further provided that LANDLORD is not required to
diminish its remedies nor incur any prospective economic harm.

                                  SCHEDULE "B"

                                PAYMENT SCHEDULE

             FIRST SPORTS CAPITAL DEVELOPMENT ASSOCIATES, LTD., INC.
                                      WITH
                         GOLDEN BEAR GOLF CENTERS, INC.

         TENANT shall pay to LANDLORD, as BASIC ANNUAL RENT as herein set forth.

         For the first year of the term hereof period ("First Lease Year") the
Basic Annual Rent shall be TWO HUNDRED FORTY THOUSAND AND 00/100 ($240,000.00)
Dollars, due and payable in equal monthly installments on the first day of each
month during said First Lease Year in the amount of TWENTY THOUSAND AND 00/100
($20,000.00).

         Commencing on the first day of each of the two succeeding lease years,
(that is, from May 1, 1997 and May 1 of each succeeding year) the Basic Annual
Rent shall be the greater of:

         A. The Basic Annual Rent for the immediately preceding Lease
         year multiplied by 104%; or

         B. The Basic Annual Rent for the immediately preceding lease
         year plus the "CPI Increase" during the immediately preceding
         lease year.

         Commencing on the first day of the fourth lease year the Basic Annual
Rent shall be the sum of $252,000 increased by the greater of 4% or the "CPI
Increase" during the first lease year, which Basic Annual Rent as calculated
shall be further increased by the greater of 4% or the CPI Increase during the
second lease year; which Basic Annual Rent as calculated shall be further
increased by the greater of 4% or the CPI Increase during the third lease year.

         Commencing on the first day of the fifth lease year and for each lease
year thereafter, the Basic Rent Annual Rent shall be the Basic Annual Rent for
the immediately preceding lease year increased by the greater of 4% or the "CPI
Increase" during the immediately preceding lease year.

         The Basic Annual Rent for each succeeding lease year shall be due and
payable in equal monthly installments on the first day of each month during such
year.

         The term Consumer Price Index, as used herein shall mean the Consumer
Price Index for All Urban Consumers, (1982-84=100) All Items, U.S. City Average,
unadjusted as published by the United States Department of Labor, Bureau of
Labor Statistics. In the event the Consumer Price Index is no longer made
available, then such other index as is then substituted therefor in the real
estate industry in the New York-New Jersey area shall be deemed substituted for
the Consumer Price Index.

         The "CPI Increase" as used herein shall be calculated as follows. The
Consumer Price Index for the month in which the immediately preceding lease year
commenced (the "Base Index") shall be subtracted from the Consumer Price Index
for the month in which the current lease year commenced (the "Current Index").
The difference between the Current Index and the Base Index shall be divided by
the Base Index to obtain the percentage increase in the Consumer Price Index.
The Basic Annual Rent for the immediately preceding lease year shall be
multiplied by the percentage increase in the Consumer Price Index and the result
shall be the "CPI Increase".

         In the event the Index is not published in time for the computation to
be made at the beginning of any lease year, the computation shall be made as
soon as the Index is available and any increase in rent shall be adjusted as of
the first day of the respective lease year. Failure of Landlord to invoice
Tenant for any annual increase shall not be a waiver thereof.

         By way of example, if the Basic Annual Rent for the immediately
preceding lease year is $21,000, the Base Index is 153.5, and the Current index
is 157.5, then the difference between the Base Index and Current Index, namely:
4, is divided by 153.5 and the quotient is 2.6. This is the percentage increase
in the Consumer Price Index. This percentage increase in the Consumer Price
Index, 2.6%, is multiplied by the Basic Annual Rent for the immediately
preceding year, $21,000 and the result, $546.00 is the CPI Increase. This
increase is added to the Basic Annual Rent for the immediately preceding year,
$21,000 to determine the Basic Annual Rent for the then current year,
$21,546.00.

 

Basic Info X:

Name: material contracts regarding the operation of the Business, which contracts
Type: Contracts
Date: July 18, 1996
Company: GOLDEN BEAR GOLF INC
State: Florida

Other info:

Date:

  • 26th day of April , 1996
  • April 26 , 1996
  • December 31 , 1995
  • August 1 , 1996
  • Paragraph 18
  • September 1 , 1996
  • July 26 , 1994
  • March 12 , 1994
  • July 7 , 1994
  • 5 years
  • May 1 , 1997

Organization:

  • Golden Bear International , Inc.
  • Department of Revenue of the State of New Jersey
  • Internal Revenue Service
  • Interim Management Agreement
  • Secretary of State
  • Board of Directors and Shareholders of Buyer
  • Seller 's Shareholders to Buyer
  • First Sports Capital Associates , Ltd.
  • Toms River Skateboard Park , Inc.
  • First Sports Capital Development Associates
  • Golden Bear Golf Centers , Inc.
  • Carmine Dell Aquila 1 Waterview Drive Port Jefferson
  • Garden City Plaza Garden City
  • SHAW & GUNDLACH
  • Royal Palm Way Palm Beach
  • Tax Map of Ocean County
  • First Lease Year
  • All Urban Consumers
  • United States Department of Labor
  • Bureau of Labor Statistics

Location:

  • Tom 's River New Jersey
  • State of Florida
  • Waterview Drive Port Jefferson
  • Ocean County
  • Toms River
  • North Palm Beach
  • P.A
  • Esq
  • U.S.
  • New York-New Jersey

Money:

  • $ 1,900,000.00
  • $ 500,000
  • $ 1,400,000.00
  • $ 12,000
  • $ 1,888,000
  • $ 2,000,000.00 DOLLARS
  • $ 87,500.00 DOLLARS
  • $ 100,000.00
  • $ 25,000,000.00 DOLLARS
  • $ 240,000.00 Dollars
  • $ 20,000.00
  • $ 252,000
  • $ 546.00
  • $ 21,000
  • $ 21,546.00

Person:

  • Robert Sacco
  • Carmine Dell Aquila
  • Buer
  • Gary R. Rosmarin
  • Oren S. Tasini
  • Laurie R. Applegate
  • Ann S. Applegate
  • Purolator Courier
  • Stuart J. Stein
  • U. S.
  • David M. Shaw

Percent:

  • 93.6 %
  • 100 %
  • 44 %
  • 50 %
  • 104 %
  • 2.6 %