FLORIDA PANTHERS HOLDINGS INC, POS AM, 1997-11-17

FLORIDA PANTHERS HOLDINGS INC
POS AM, 1997-11-17
AMUSEMENT & RECREATION SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1997

REGISTRATION STATEMENT NO. 333-28951
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 3

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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FLORIDA PANTHERS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<C> <C> <C>
DELAWARE 7941 65-0676005
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or Classification Code Number) Number)
organization)
</TABLE>

<TABLE>
<C> <C>
RICHARD L. HANDLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD 450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301 FORT LAUDERDALE, FLORIDA 33301
(954) 712-1300 (954) 712-1300
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including telephone
area code, of registrant's principal executive number, including area code, of agent for
offices) service)
</TABLE>

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Copies to:

STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE S.E. THIRD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective and after
satisfaction or waiver of all other conditions to the closing of the
Contribution and Exchange pursuant to the Contribution and Exchange Agreement
described in the enclosed Solicitation Statement/Prospectus.

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

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

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================================================================================
<PAGE> 2

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 to Registration Statement on Form S-4,
Registration No. 333-28951 (the "Registration Statement"), is being filed
pursuant to Rule 414 under the Securities Act of 1933, as amended (the
"Securities Act") by Florida Panthers Holdings, Inc., a Delaware corporation
("Panthers Delaware"), as the successor to Florida Panthers Holdings, Inc., a
Florida corporation ("Panthers Holdings"). On November 17, 1997, the
stockholders of Panthers Holdings approved the reincorporation of Panthers
Holdings in the state of Delaware through the merger of Panthers Holdings with
and into Panthers Delaware, which merger was effected promptly upon stockholder
approval. Pursuant to Rule 414(d) under the Securities Act, Panthers Delaware,
as successor to Panthers Holdings, hereby adopts the Registration Statement as
its own registration statement for all purposes of the Securities Act and
Securities Exchange Act of 1934, as amended (the "Exchange Act").

<PAGE> 3

Logo
PROSPECTUS
FLORIDA PANTHERS HOLDINGS, INC.

This Prospectus is being furnished to the current limited partners (the
"Limited Partners") of Boca Raton Hotel and Club Limited ("Boca Partnership"),
who were previously provided a copy of that Solicitation Statement/Prospectus
dated June 12, 1997 (the "Solicitation Statement/Prospectus") in connection with
the proposal to approve and adopt a Contribution and Exchange Agreement dated as
of March 20, 1997, as amended and restated (the "Contribution and Exchange
Agreement"), by and among Florida Panthers Holdings, Inc. ("Panthers Holdings"),
Boca Raton Hotel and Club Limited Partnership, a Florida limited partnership
("Boca Partnership"), BRMC, L.P., a Delaware limited partnership (the "Boca
General Partner"), and BRMC Corporation, a Delaware corporation and the general
partner of the Boca General Partner ("BRMC"). Boca Partnership was formed in
June 1983 for the purpose of purchasing, owning, managing and operating the Boca
Raton Resort and Club ("Boca Resort"), a destination luxury resort and private
club encompassing 298 acres of land fronting on both the Atlantic Ocean and
Intracoastal Waterway in Boca Raton, Florida. The transaction contemplated by
the Contribution and Exchange Agreement (the "Contribution and Exchange") was
consummated on June 26, 1997.

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership were transferred to
Panthers BRHC Limited, a newly-formed Florida limited partnership ("Panthers
BRHC"), in which the managing general partner and the limited partner are
wholly-owned by the Panthers Holdings. As set forth in the Contribution and
Exchange Agreement, Panthers Holdings, through the managing general partner,
limited partner and Panthers BRHC, paid the following consideration: (i) a
non-managing general partnership interest in Panthers BRHC; (ii) warrants (the
"Warrants") to purchase 869,810 shares of Panthers Holdings' Class A common
stock, par value $.01 per share (the "Class A Common Stock"); (iii) 189,574
shares of Class A Common Stock, which were used to compensate certain affiliates
of Boca Partnership, who through their affiliates control the Boca General
Partner, for their involvement in integrating Boca Resort into the Company; (iv)
82,729 shares of Class A Common Stock, which were used to pay persons to whom
Boca Partnership is obligated to pay fees; (v) exchange rights (the "Exchange
Rights") which, when distributed to the Boca General Partner and the limited
partners in accordance with the partnership agreement of Boca Partnership, will
entitle such holders, without any additional consideration, to sell their
partnership interests to an affiliate of Panthers Holdings in exchange for
approximately 4,242,586 shares of Class A Common Stock exercisable at any time
before January 1, 2001; and (vi) the assumption by Panthers BRHC of indebtedness
and payment by Panthers BRHC of deferred fees and additional interest charges
owed by the Boca Partnership in the amount of approximately $205.9 million, of
which approximately $95.9 million was repaid from capital contributions by
Panthers Holdings upon consummation of the Contribution and Exchange. Of the
$95.9 million in capital contributions, $60.9 million was paid from Panthers
Holdings' working capital and $35.0 million was paid from the incurrence of
additional debt.

This Prospectus updates certain information contained in the Solicitation
Statement/Prospectus and is for the use of the Limited Partners in determining
whether to exercise their Warrants or Exchange Rights for shares of the Class A
Common Stock.

Panthers Holdings' executive offices are located at 450 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301, and its telephone number is (954)
712-1300.

The Class A Common Stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "PAW." On November 14, 1997, the last reported sales
price of Class A Common Stock as reported by the New York Stock Exchange was
$19 1/8 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is November , 1997.

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TABLE OF CONTENTS

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PAGE
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<S> <C>
SUMMARY..................................................... 1
SUMMARY FINANCIAL DATA...................................... 5
RISK FACTORS................................................ 6
PRICE RANGE OF CLASS A COMMON STOCK......................... 11
DIVIDEND POLICY............................................. 11
SELECTED FINANCIAL DATA..................................... 12
THE CONTRIBUTION AND EXCHANGE............................... 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 14
BUSINESS OF PANTHERS HOLDINGS............................... 24
MANAGEMENT OF PANTHERS HOLDINGS............................. 38
EXECUTIVE COMPENSATION...................................... 41
CERTAIN TRANSACTIONS........................................ 43
PRINCIPAL SHAREHOLDERS OF PANTHERS HOLDINGS................. 44
DESCRIPTION OF CAPITAL STOCK................................ 46
LEGAL MATTERS............................................... 47
EXPERTS..................................................... 47
ADDITIONAL INFORMATION...................................... 48
INDEX TO FINANCIAL STATEMENTS............................... F-1
</TABLE>

ANNEX

ANNEX A -- CONTRIBUTION AND EXCHANGE AGREEMENT

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SUMMARY

The following is a summary of certain information contained elsewhere in
this Prospectus. Reference is made to, and this summary is qualified in its
entirety by, the more detailed information contained in this Prospectus and the
Annex hereto. The Limited Partners are urged to read this Prospectus and the
Annex hereto in their entirety. This Prospectus contains certain forward-looking
statements which may involve certain risks and uncertainties. The actual results
may differ materially from the results anticipated in these forward-looking
statements as a result of certain factors set forth under "Risk Factors" and
elsewhere in this Prospectus. Capitalized terms contained in this Prospectus and
not defined herein shall have the meanings set forth in the Contribution and
Exchange Agreement, which is attached hereto as Annex A.

Panthers Holdings currently conducts substantially all of its business
through its subsidiaries, which include (i) the Boca Raton Resort and Club
("Boca Resort"), the Registry Hotel at Pelican Bay ("Registry Resort"), the
Hyatt Regency Pier 66 Hotel and Marina ("Pier 66") and the Radisson Bahia Mar
Beach Resort and Yachting Center ("Bahia Mar"), (ii) the Florida Panthers Hockey
Club (the "Panthers"), (iii) Arena Development Company, Ltd. ("Arena
Development"), a limited partnership formed for the purpose of developing the
Broward County Arena, a new multi-purpose state-of-the-art entertainment and
sports center in Broward County, Florida, (iv) Arena Operating Company, Ltd.
("Arena Operations"), a limited partnership formed for the purpose of managing
and operating the Broward County Arena and (v) Florida Panthers Ice Ventures,
Inc., a corporation formed for the purpose of developing ice rink facilities. In
addition, Panthers Holdings owns approximately 78% of the partnership interests
in Miami Associates, Inc. ("Decoma'), the entity which operates the Miami Arena
where the Panthers currently play. Unless the context otherwise requires, all
references to Panthers Holdings shall mean Florida Panthers Holdings, Inc. and
its subsidiaries.

PANTHERS HOLDINGS

Panthers Holdings is a holding company with subsidiaries currently
operating in two business segments: (i) leisure and recreation (the "Leisure and
Recreation Business") and (ii) entertainment and sports (the "Entertainment and
Sports Business"). Panthers Holdings was formed in July 1996 and, upon the
completion of its initial public offering and concurrent offering (the "Initial
Offerings") in November 1996, continued the operations of the Panthers, a
professional hockey team which has been a member of the National Hockey League
("NHL") since 1993. Following completion of the Initial Offerings, Panthers
Holdings expanded into the Leisure and Recreation Business, through the
ownership and operation of high-end destination luxury resorts, and diversified
the Entertainment and Sports Business to include ice skating rink operations.
Panthers Holdings current focus is on expanding the Leisure and Recreation
Business. The primary elements of Panthers Holdings' current business strategy
include: (i) the development of capital projects (additional unit construction,
recreational amenities and conference space) at its existing luxury resorts,
(ii) the expansion of the core upscale clientele of the Leisure and Recreation
Business, which will increase Panthers Holdings' ability to cross-market other
services to this customer base and (iii) the acquisition of other luxury
resorts. In executing its business strategy, Panthers Holdings continuously
evaluates opportunities in other industries and businesses for potential
strategic acquisitions where Panthers Holdings believes it can leverage its
competitive strengths and increase stockholder value.

The Leisure and Recreation Business currently consists of Panthers
Holdings' interests in four high-end destination luxury resort operations: Boca
Resort, Registry Resort, Pier 66 and Bahia Mar. Boca Resort, Registry Resort,
Pier 66 and Bahia Mar are collectively referred to as the "Resort Facilities."

Boca Resort is a destination luxury resort and private club fronting both
the Atlantic Ocean and Intracoastal Waterway in Boca Raton, Florida. Boca Resort
includes 963 luxury guest rooms, a 50,000 sq. ft. conference center, a separate
140,000 sq. ft. conference center currently under construction, a 25 slip
marina, two 18 hole championship golf courses, a 30 court tennis club, five
swimming pools, an indoor basketball court, two indoor racquetball courts, a
fitness center, a half mile of private beach with various water sports
facilities and 15 food and beverage sites ranging from five-star cuisine to
beach side grills. Boca Resort has consistently been awarded the Readers' Award
as one of the "Top 25 Hotels in North America" by Travel & Leisure magazine.

<PAGE> 6

Registry Resort is a luxury resort fronting the Gulf of Mexico in Naples,
Florida, within a 90-minute drive of the east coast of South Florida. Panthers
Holding's currently owns approximately 78% of Registry Resort and has made
offers to acquire the remaining 22%. Registry Resort includes 474 luxury guest
rooms, a conference center, recreational areas, restaurant and retail outlets, a
15 court tennis facility and a nature reserve boardwalk, as well as water sports
and other beach amenities. Registry Resort has received Mobile Travel Guide's
Four Star Award, as well as AAA's Four Diamond Award, and has been cited by
Conde Nast Traveler magazine as one of the best resorts in the United States.

Pier 66 is a luxury resort and marina fronting the Intracoastal Waterway in
Fort Lauderdale, Florida. Pier 66 includes 380 luxury guest rooms, a 142 slip
marina, three swimming pools, meeting space and six restaurants and lounges.
Pier 66 has received the Mobil Travel Guide's Four Star Award and AAA's Four
Diamond Award.

Bahia Mar is a resort and marina complex fronting the Atlantic Ocean in
Fort Lauderdale, Florida. Bahia Mar includes 300 luxury guest rooms, a 350 slip
marina, four tennis courts, meeting space and retail space. Bahia Mar has
received the Mobil Travel Guide's Three Star Award and AAA's Three Diamond
Award, as well as the 1995 Radisson President's Award and a City of Fort
Lauderdale Community Appearance Award.

Panthers Holdings' Entertainment and Sports Business currently consists of
Panthers Holdings' hockey operations, arena development and management
operations and ice skating rink operations. Panthers Holdings' hockey operations
consist of the ownership and operation of the Panthers. Panthers Holdings' arena
development and management operations involve the Broward County Arena, a new
multi-purpose, state-of-the-art entertainment and sports center in Broward
County, Florida. Pursuant to an operating agreement between Panthers Holdings
and Broward County, upon completion of the Broward County Arena, Panthers
Holdings will manage and operate the Broward County Arena, where the Panthers
will play their home games. Panthers Holdings also owns approximately 78% of
Decoma, the entity which operates the Miami Arena, the arena where the Panthers
play their home games. Panthers Holding's ice skating rink activities consist of
the operation of Incredible Ice, a twin-pad ice skating rink facility in Coral
Springs, Florida, and Gold Coast, an ice skating rink facility in Pompano Beach,
Florida.

Panthers Holdings was incorporated in Florida on July 3, 1996 and
subsequently reincorporated in Delaware on November 17, 1997. See "Recent
Developments." In connection with the Initial Offerings, the Class A Common
Stock began trading on The Nasdaq National Market on November 13, 1996 under the
symbol "PUCK." On July 11, 1997, the Class A Common Stock began trading on the
NYSE under the symbol "PAW." The NYSE ticker symbol was not affected by the
reincorporation.

BOCA PARTNERSHIP

Boca Partnership was formed in June 1983 for the purpose of purchasing,
owning, managing and operating the Boca Raton Resort and Club, a destination
luxury resort and private club encompassing 298 acres of land fronting on both
the Atlantic Ocean and Intracoastal Waterway in Boca Raton, Florida. The Boca
Raton Resort and Club consists of 963 luxury guest rooms, a 70,000 sq. ft.
convention center, a separate 140,000 sq. ft. convention center currently under
construction, a 25 slip marina, two 18-hole championship golf courses, 31 tennis
courts, five swimming pools, an indoor basketball court, two indoor racquetball
courts, three fitness centers and 15 food and beverage sites, ranging from five
star cuisine to beachside grills.

TERMS OF THE CONTRIBUTION AND EXCHANGE

Pursuant to the Contribution and Exchange Agreement, Panthers Holdings
acquired substantially all of the assets of Boca Partnership on June 26, 1997,
in exchange for the consideration described below.

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(iv) 82,729 shares of Class A Common Stock, which were used to pay persons to
whom Boca Partnership is obligated to pay fees; (v) the Exchange Rights which,
when distributed to the Boca General Partner and the limited partners in
accordance with the partnership agreement of Boca Partnership, will entitle such
holders, without any additional consideration, to sell their partnership
interests to an affiliate of Panthers Holdings in exchange for approximately
4,242,586 shares of Class A Common Stock exercisable at any time before January
1, 2001; and (vi) the assumption by Panthers BRHC of indebtedness and payment by
Panthers BRHC of deferred fees and additional interest charges owed by the Boca
Partnership in the amount of approximately $205.9 million, of which
approximately $95.9 million was repaid from capital contributions by Panthers
Holdings upon consummation of the Contribution and Exchange. Of the $95.9
million in capital contributions, $60.9 million was paid from Panthers Holdings'
working capital and $35.0 million was paid from the incurrence of additional
debt.

Following the consummation of the Contribution and Exchange, the Limited
Partners electing not to exercise the Exchange Rights to exchange the units of
limited partner interests ("Units") for shares of Class A Common Stock will
continue to hold the Units, the Boca General Partner will continue to hold its
general partner interest in Boca Partnership and Boca Partnership will hold a
general partner interest in Panthers BRHC. The Exchange Rights expire on January
31, 2001. However, the terms of the Panthers BRHC limited partnership agreement
(the "BRHC Partnership Agreement") provide Panthers Holdings with the option to
purchase after thirty (30) day written notice a cash buy-out at any time after
January 31, 2001 all or a portion of the general partner interest held by Boca
Partnership in Panthers BRHC. Panthers Holdings is not obligated to exercise its
option to purchase all or any portion of the general partner interest of Boca
Partnership in Panthers BRHC. More specifically, at any time after January 31,
2001, Panthers Holdings may acquire for cash all of the general partner interest
held by Boca Partnership in Panthers BRHC at a price equal to the fair market
value of such general partner interest, which will be based on the distributions
which would be made in respect of such general partner interest if the Boca
Raton Resort and Club were sold for its then appraised value as obtained by an
affiliate of Panthers Holdings in its capacity as General Partner of Panthers
BRHC and the proceeds were distributed pursuant to the BRHC Partnership
Agreement, with a 30% discount for non-marketability and lack of control. If
Panthers Holdings exercises its option to acquire a portion of the general
partner interest held by Boca Partnership in Panthers BRHC, the cash price paid
will equal the pro rata portion of the price if Panthers Holdings purchased the
entire interest held by the Boca Partnership in Panthers BRHC. Accordingly, the
limited partners who have not exercised their rights to exchange their Units
would receive a cash buy-out equivalent to their proportional interests, as set
forth in the partnership agreement of Boca Partnership (the "Boca Partnership
Agreement"), in the proceeds of a hypothetical sale of the Boca Raton Resort and
Club equivalent to 70% of appraised value as obtained by an affiliate of
Panthers Holdings in its capacity as General Partner of Panthers BRHC. If the
limited partners and the Boca General Partner have not availed themselves of
their right to exchange their Units or Boca General Partner economic interest
for shares of Class A Common Stock on or before January 31, 2001, there can be
no assurance (i) that limited partners will receive any cash flow distributions
from Boca Partnership under the terms of the Boca Partnership Agreement, or that
they will be able to sell or otherwise dispose of their Units, or (ii) if the
cash buy-out option is exercised, that the price received by Boca Partnership in
connection with such a buy-out right and the resulting distribution will be
greater than the value of the Class A Common Stock into which the limited
partners could exchange their Units and it may be in their interest to exchange
before the buy-out right is exercised.

As the non-managing general partner of Panthers BRHC, Boca Partnership will
be liable to the creditors of Panthers BRHC other than those creditors who agree
to limit their recourse only to the assets of Panthers BRHC. In addition, under
the Panthers BRHC Partnership Agreement, so long as persons other than
affiliates of Panthers Holdings own more than 51% of the limited partnership
interests in Boca Partnership, the non-managing general partner will have the
right (i) to approve any amendment (unless such amendment will not have a
material adverse impact on Boca Partnership) to the BRHC Partnership Agreement;
(ii) to approve any sale of all or substantially all of the contributed assets
of Panthers BRHC prior to January 1, 2001, provided, however, if prior to
January 1, 2001, the Class A Common Stock closes at an average price of $52.75
for five consecutive trading days, the non-managing general partner shall have
no right to approve any sale of all or substantially all of the contributed
assets; (iii) to consult with the managing general partner to develop

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an annual budget, provided, however, that the managing general partner will have
the sole authority to approve such budget; and (iv) to consult with the managing
general partner regarding the renewal or termination of employment agreements
between Panthers BRHC and operating management employees. Upon consummation of
the Contribution and Exchange, and until such time as a sufficient percentage of
the limited partners of Boca Partnership exercise their right to exchange their
respective Units for shares of Class A Common Stock, Panthers Holdings and its
affiliates will own less than 51% of Boca Partnership.

In lieu of a special meeting of the shareholders of Panthers Holdings,
action to approve and adopt the Contribution and Exchange Agreement was taken by
written consent of at least a majority of the total votes represented by the
outstanding shares of the Class A Common Stock and the Class B Common Stock,
voting together as a single class. The consents of the limited partners of Boca
Partnership to approve and adopt the Contribution and Exchange Agreement were
solicited separately by the Boca General Partner. The current limited partners
of Boca Partnership did not have appraisal rights in connection with the
Contribution and Exchange. However, no such limited partner will be forced to
exchange his limited partnership interest for Panthers Holdings' securities.

MANAGEMENT OF BOCA RATON RESORT AND CLUB FOLLOWING THE CONTRIBUTION AND EXCHANGE

Upon consummation of the Contribution and Exchange, the day-to-day
operations of Boca Resort continued to be managed by Boca Resort's management
team.

RECENT DEVELOPEMENTS

On September 8, 1997, Panthers Holdings announced that it had entered into
a definitive agreement to acquire the Rolling Hills Golf Course, which is
located in Davie, Florida, for approximately $8.0 million in cash. The
consummation of the transaction is subject to customary conditions and
approvals.

On November 17, 1997, Panthers Holdings' stockholders approved a plan to
change Panthers Holdings' state of incorporation from Florida to Delaware (the
"Reincorporation"). The Reincorporation was effected promptly upon stockholder
approval by merging Panthers Holdings with and into Florida Panthers Holdings,
Inc., a Delaware corporation ("Panthers Delaware"), pursuant to an Agreement and
Plan of Merger dated November 17, 1997, by and among Panthers Holdings and
Panthers Delaware (the "Merger Agreement"). Panthers Delaware was a wholly-owned
subsidiary of Panthers Holdings, which was incorporated in the state of Delaware
solely for the purpose of effecting the Reincorporation. Prior to the
Reincorporation, Panthers Delaware had no material assets and no business
operations. Upon consummation of the Reincorporation, Panthers Delaware was the
surviving corporation and continued to exist in its present form under the name
"Florida Panthers Holdings, Inc.," while Panthers Holdings' separate corporate
existence ceased. Accordingly, all references herein to "Panthers Holdings"
shall mean "Panthers Delaware."

Panthers Holdings' principal executive offices are located at 450 East Las
Olas Boulevard, Fort Lauderdale, Florida 33301 and its telephone number is (954)
712-1300.

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SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The summary financial data set forth below is derived from and should be
read in conjunction with the consolidated financial statements of Panthers
Holdings and notes thereto contained elsewhere in this Prospectus. See also
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the unaudited pro forma consolidated financial statements and
notes thereto associated with business acquisitions.

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THREE MONTHS INCEPTION
ENDED FOR THE YEARS ENDED JUNE 30, DECEMBER 2,
SEPTEMBER 30, ------------------------------------------------ 1992 THROUGH
1997 1997 1996 1995 1994 JUNE 30, 1993
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<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Leisure and
recreation
revenue............ $ 30,287 $ 17,567 $ -- $ -- $ -- $ --
Entertainment and
sports revenue..... 2,662 36,695 34,087 17,746 21,682 --
-------- --------- -------- -------- -------- --------
Total revenue...... 32,949 54,262 34,087 17,746 21,682 --
Total operating
expenses......... 42,195 62,641 54,144 29,045 32,145 770
-------- --------- -------- -------- -------- --------
Operating loss....... (9,246) (8,379) (20,057) (11,299) (10,463) (770)
Net loss............. $(12,157) $ (10,260) $(25,139) $(15,386) $(12,926) $ (937)
Net loss per share... $ (0.38)(a) $ (0.74)(b) $ (4.76)(c) $ (2.96)(c) $ (2.93)(c) $ (0.21)(c)
Weighted average
common and common
equivalent shares
outstanding........ 32,000(a) 13,829(b) 5,276(c) 5,203(c) 4,405(c) 4,405(c)
</TABLE>

<TABLE>
<CAPTION>
AT AT JUNE 30,
SEPTEMBER 30, -------------------------------------------------------------------
1997 1997 1996 1995 1994 1993
------------- --------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total current
assets............. $ 85,719 $ 70,590 $ 3,756 $ 3,408 $ 2,996 $ 9,117
Total current
liabilities........ $ 78,469 $ 48,236 $ 67,786 $ 50,292 $ 17,712 $ 15,605
Total assets......... $715,951 $ 600,392 $ 47,760 $ 53,587 $ 49,019 $ 59,669
Non-current
obligations........ $219,049 $ 251,003 $ 28,277 $ 25,643 $ 45,169 $ 45,000
Shareholders' equity
(deficit).......... $414,387 $ 301,153 $(48,303) $(22,348) $(13,862) $ (937)
</TABLE>

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(a) Net loss per share and weighted average shares outstanding are determined
based on the (i) 28,184,570 shares outstanding for the entire period
presented and (ii) 6,000,000 shares issued in connection with a public
offering and 918,174 shares issued in the acquisition of Registry Resort,
for the period for which they were actually outstanding.

The 28,184,570 shares include (i) 5,275,678 shares issued in connection with
the reorganization, (ii) 7,300,000 shares issued in connection with the
Initial Offerings, (iii) 2,460,000 shares issued in the Panthers Holdings'
private placement consummated on January 30, 1997 (the "Private Placement"),
(iv) 212,766 shares issued in the acquisition of Incredible Ice, (v) 34,760
shares issued in the acquisition of Gold Coast, (vi) 4,450,000 shares issued
in the acquisition of Pier 66, (vii) 3,950,000 shares issued in the
acquisition of Bahia Mar and (viii) 4,514,889 shares issued in the
acquisition of Boca Resort net of 13,523 treasury shares. See (c) below for
additional information relating to the reorganization.

(b) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the Panthers
Holdings' reorganization, which has been effected contemporaneously with the
Initial Offerings, as if they had been outstanding for the entire period
presented and, (i) 7,300,000 shares issued in connection with the Initial
Offerings, (ii) 2,460,000 shares issued in the Private Placement and (iii)
13,148,892 shares issued in connection with business acquisitions, net of
treasury shares, all for the period for which they were actually
outstanding.

(c) Net loss per share and weighted average shares outstanding are determined
based on the 5,275,678 shares issued in connection with the reorganization
as follows: (i) the 4,404,710 shares issued in exchange for the partnership
interests of the Panthers, as if they had been outstanding for the entire
period presented; and (ii) the 870,968 shares issued in exchange for the
partnership interests in Decoma, as if they had been outstanding since
August 6, 1994, the date of Decoma's acquisition by Mr. Huizenga.

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RISK FACTORS

Prospective investors should consider carefully the following risk factors,
together with the other information contained in this Prospectus, in evaluating
an investment in the shares of Class A Common Stock offered hereby. The
following factors and other information set forth in this Prospectus contain
certain forward-looking statements involving risks and uncertainties. Panthers
Holdings' actual results may differ materially from the results anticipated in
these forward-looking statements as a result of certain factors set forth in
this section and elsewhere in this Prospectus.

HISTORY OF LOSSES OF THE PANTHERS AND UNCERTAINTY OF FUTURE RESULTS

Panthers Holdings and its subsidiaries have not generated any earnings to
date and have incurred net losses of approximately $12.2 million, $10.3 million,
$25.1 million, $15.4 million, $12.9 million and $937,000 during the three months
ended September 30, 1997 and the years ended June 30, 1997, 1996, 1995 and 1994
and the seven months ended June 30, 1993, respectively. These losses were due
primarily to the operations of the Panthers. Although Panthers Holdings has
moved into the high-end luxury resort business, which is generally more
profitable than professional sports franchises, there can be no assurance that
Panthers Holdings will ever achieve a profitable level of operations or that
profitability, if achieved, can be sustained on an ongoing basis.

NEED FOR ADDITIONAL CAPITAL

Panthers Holdings' business may require substantial capital infusions on a
continuing basis to finance operations and expansion. Panthers Holdings' capital
resources are used to meet operating expenses, satisfy Panthers Holdings' debt
and other obligations, expand Panthers Holdings' existing resorts and acquire
additional resorts. Panthers Holdings believes that it has or can obtain sources
of capital from additional borrowings or the sale of debt or equity securities,
or some combination thereof to satisfy its capital requirements. In the event
Panthers Holdings cannot generate sufficient cash flow from its operations, or
is unable to borrow or otherwise obtain additional funds to finance its
operations, Panthers Holdings' financial condition or results of operations
could be materially adversely affected.

CHALLENGES OF INTEGRATING THE OPERATIONS OF THE RESORT FACILITIES

The full benefits of Panthers Holdings' acquisitions of the Resort
Facilities will require the integration of each entity's administrative, finance
and marketing organizations and the implementation of appropriate operational,
financial and management systems and controls. There can be no assurance that
Panthers Holdings will be able to integrate the operations of the Resort
Facilities successfully.

RISKS RELATING TO EXPANSION

Panthers Holdings may, as part of its growth strategy, consider making
additional acquisitions of certain resort-related, sports-related or other types
of businesses, as well as certain commercial properties, including properties
which may be owned by Mr. Huizenga, Panthers Holdings' Chairman of the Board, or
his affiliates. Panthers Holdings may make such acquisitions with cash or with
stock or a combination thereof. If Panthers Holdings does make any such
acquisitions, various associated risks may be encountered, including potential
dilution to the shares of Class A Common Stock then outstanding due to
additional shares of Class A Common Stock or Class B Common Stock (collectively,
the "Common Stock") being issued in connection with the acquisitions, incurrence
or assumption of debt, possible goodwill amortization or additional depreciation
on acquired property and equipment, diversion of management's attention,
possible environmental and other regulatory costs and unanticipated problems or
liabilities, some or all of which could have a material adverse effect on
Panthers Holdings' financial condition or results of operations.

CONTROL BY H. WAYNE HUIZENGA; VOTING RIGHTS

Panthers Holdings has two classes of common stock, the Class A Common Stock
and the Class B Common Stock. Panthers Holdings has issued shares of Class B
Common Stock to Mr. Huizenga to satisfy certain control requirements of the NHL.
In accordance with the NHL Constitution and Bylaws, a change in

6
<PAGE> 11

the controlling shareholder must be approved by the NHL. As such, Mr. Huizenga
is required to maintain control of Panthers Holdings unless the NHL approves the
transfer of his controlling interests. See
"Business -- Operations -- Entertainment and Sports Business -- Control
Requirement." The Class A Common Stock and the Class B Common Stock generally
vote together on each matter submitted to the stockholders for approval. Each
share of Class A Common Stock is entitled to one vote, and each share of Class B
Common Stock is entitled to 10,000 votes. Consequently, Mr. Huizenga, as the
sole holder (holding 255,000 shares) of the Class B Common Stock, will be able
to control the management and policies of Panthers Holdings and the outcome of
substantially all of the matters submitted to the stockholders for approval,
including the election of directors.

Neither Panthers Holdings' charter nor its bylaws restrict the transfer of
the Class B Common Stock. Accordingly, subject to the requirements of federal
and state securities laws and the approval of the NHL, shares of Class B Common
Stock may be owned by persons other than Mr. Huizenga. As a result, control of
Panthers Holdings may be transferred by Mr. Huizenga to other persons without
the approval of the holders of Class A Common Stock and Mr. Huizenga may receive
a control premium, which may be significant, in connection with such sale.

DEPENDENCE ON KEY PERSONNEL

For the foreseeable future, Panthers Holdings will be materially dependent
upon the services of Mr. Huizenga. The loss of the services of Mr. Huizenga
could have a material adverse effect on Panthers Holdings. Panthers Holdings
does not carry key man life insurance on any of its officers.

SHARES OF CLASS A COMMON STOCK ELIGIBLE FOR FUTURE SALE

All of Panthers Holdings' currently issued and outstanding shares of Class
A Common Stock were either issued in the prior registered public offerings or
have been registered for resale, and thus are freely tradeable without
restriction under the Securities Act, unless held by an affiliate of Panthers
Holdings. In addition, Panthers Holdings has registered under the Securities Act
(i) the 5,112,396 shares of the Class A Common Stock which are issuable in
connection with the acquisition of Boca Resort, (ii) 5,000,000 shares of the
Class A Common Stock reserved for issuance under the Stock Option Plan and (iii)
6,000,000 shares of Class A Common Stock which may be issued in connection with
potential future acquisitions and resales thereof by the recipients. Shares so
registered could be sold in the public market at any time. No predictions can be
made as to the effect, if any, that market sales of shares of Class A Common
Stock or the availability of the shares of Class A Common Stock for sale will
have on the market price for shares of Class A Common Stock prevailing from time
to time. Sales of substantial amounts of shares of Class A Common Stock in the
public market could adversely affect the market price of the Class A Common
Stock and could impair Panthers Holdings' future ability to raise capital
through an offering of equity securities.

POSSIBLE VOLATILITY OF STOCK PRICE

The trading price of the Class A Common Stock could be subject to
significant fluctuations in response to variations in quarterly results and
other factors.

ABSENCE OF DIVIDENDS

Panthers Holdings does not intend to pay any cash or stock dividends with
respect to its Common Stock in the foreseeable future. Furthermore, Panthers
Holdings' ability to declare or pay dividends on its Common Stock is limited by
the provisions of the NHL Bylaws and is expected to be limited by the terms of a
new credit facility which Panthers Holdings is currently negotiating with an
existing lender (the "New Credit Facility").

OPERATING RISKS RELATING TO THE RESORT FACILITIES

The Resort Facilities are subject to all operating risks common to the
resort and hotel industry. These risks include, among other things,
over-building in the resort and hotel industry which adversely affects rates

7
<PAGE> 12

charged by the Resort Facilities; increases in operating costs due to inflation
and other factors; dependence on tourism and weather conditions; increases in
energy costs and other expenses of travel; and adverse effects of general and
local economic conditions. Any of these factors could have a material adverse
effect on Panthers Holdings' financial condition or results of operations.

SEASONALITY OF THE RESORT BUSINESS

The business of the Resort Facilities is generally seasonal. The Resort
Facilities, each of which is located in South Florida, have historically
experienced higher revenues and operating profits in the first and fourth
quarters of each calendar year due to increased rates of occupancy and room
rental rates during the winter months. This seasonality also results in higher
operating costs during these quarters.

COMPETITION

The resort and hotel industry is highly competitive. Competitive factors
within the resort and hotel industry include room rates, quality of
accommodations, service levels, convenience of location, reputation, reservation
systems, name recognition and availability of alternative resort and hotel
operations in local markets. Each of the Resort Facilities has a number of
competitors. An increase in the number of competitive resort and hotel
facilities in each of the Resort Facilities' respective markets could have a
material adverse effect on the levels of occupancy and average room rates of
each of the Resort Facilities. Further, there can be no assurance that new or
existing competitors will not significantly reduce their rates or offer greater
convenience, services or amenities or significantly expand, improve or develop
facilities in the markets in which the Resort Facilities compete, thereby
adversely affecting Panthers Holdings' resort and hotel operations.

The Panthers compete for entertainment and sports dollars not only with
other major league sports, but also with college athletics and other
sports-related entertainment. During portions of its season, the Panthers
experience competition from professional basketball (the Miami Heat),
professional football (the Miami Dolphins) and professional baseball (the
Florida Marlins). Mr. Huizenga currently controls the Miami Dolphins and the
Florida Marlins. In addition, the colleges and universities in South Florida, as
well as public and private secondary schools, offer a full schedule of athletic
events throughout the year. The Panthers also compete for attendance and
advertising revenue with a wide range of other entertainment and recreational
activities available in South Florida. Additionally, the Panthers compete with
other NHL and non-NHL teams, professional and otherwise, for available players.

CAPITAL EXPENDITURES RELATING TO THE RESORT FACILITIES

The Resort Facilities have an ongoing need for routine renovations and
other capital improvements, including periodic replacement of furniture,
fixtures and equipment. The cost of such capital improvements could have a
material adverse effect on Panthers Holdings' financial condition or results of
operations. In addition, the Resort Facilities may require non-routine
renovations in the future. Such renovations involve certain risks, including the
possibility of environmental problems, the possibility that Panthers Holdings
will not have available cash to fund renovations or that financing for
renovations will not be available on favorable terms, uncertainties as to market
demand or deterioration in market demand after commencement of renovation and
the emergence of unanticipated competition from other resorts, hotels and
alternative lodging facilities.

ENVIRONMENTAL MATTERS

Panthers Holdings' operating costs may be affected by the obligation to pay
for the cost of complying with existing environmental laws, ordinances and
regulations, as well as the cost of complying with future legislation. Under
various federal, state and local environmental laws, ordinances and regulations,
a current or previous owner or operator of real property may be liable for the
costs of removal or remediation of hazardous or toxic substances, as well as
contamination from such hazardous or toxic substances, on, under or in such
property. Such laws and regulations often impose liability whether or not the
owner or operator knew of, or was

8
<PAGE> 13

responsible for, the presence of such hazardous or toxic substances. Liability
extends to those persons arranging for the disposal of hazardous or toxic
substances. Environmental laws and regulations also impose restrictions on the
manner in which property may be used or transferred or in which businesses may
be operated thereon, and these restrictions may require certain expenditures. In
connection with the ownership of its properties, Panthers Holdings may be liable
for any such costs. The costs of complying with environmental laws and of
defending against claims of liability arising therefrom could have a material
adverse effect on Panthers Holdings' financial condition and results of
operations.

LOSSES IN EXCESS OF RESORT FACILITIES' INSURANCE COVERAGE; LIMITATIONS OF
INSURANCE FOR THE PANTHERS

Panthers Holdings maintains comprehensive insurance on the Resort
Facilities, including liability, fire and extended coverage, in the types and
amounts customarily obtained by an owner and operator in the resort and hotel
industry. Nevertheless, there are certain types of losses, generally of a
catastrophic nature, that may be uninsurable or not economically insurable.
Panthers Holdings will use its discretion in determining amounts, coverage
limits and deductibility provisions of insurance, with a view to obtaining
appropriate insurance on the Resort Facilities at a reasonable cost and on
suitable terms. This may result in insurance coverage that, in the event of a
loss, would not be sufficient to pay the full current market value or current
replacement value of Panthers Holdings' lost investment and the insurance
proceeds received by Panthers Holdings might not be adequate to restore its
economic position with respect to the Resort Facilities.

The Panthers maintain disability insurance for certain highly compensated
players, which insurance provides for up to 80% salary reimbursement after the
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured or disability insurance does not cover the entire
amount of the injured player's salary, Panthers Holdings may be obligated to pay
all or a portion of the injured player's salary.

UNCERTAINTIES OF INCREASES IN THE PANTHERS' PLAYERS' SALARIES

Players' salaries in the NHL have increased significantly over the last
three seasons. The NHL Collective Bargaining Agreement is designed, in part, to
control the future rate of increase in players' salaries. However, there can be
no assurance that the rate of increase in players' salaries will be effectively
controlled. Significant increases in players' salaries could have a material
adverse effect on the Company's financial condition or results of operations.

NHL MEMBERSHIP -- POTENTIAL LIABILITIES AND OWNERSHIP RESTRICTIONS

Because the NHL is a joint venture, the Panthers and other members of the
NHL are generally jointly and severally liable for the debts and obligations of
the league. Any failure of other members of the NHL to pay their pro rata share
of any such debt or obligation could adversely affect the Panthers. In addition,
the Panthers and their personnel are bound by a number of rules, regulations and
agreements, including, but not limited to, the Constitution and Bylaws of the
NHL, national television contracts and the NHL Collective Bargaining Agreement.

The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring Class A Common Stock
and affect the value of such Class A Common Stock. In general, any acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding a 5% or more interest in Panthers Holdings, and each acquisition
of shares of Class A Common Stock which will result in a person or a group of
persons holding any multiple of a 5% interest, will require the prior approval
of the NHL, which may be granted or withheld in the sole discretion of the NHL.

DEVELOPMENT AND OPERATION OF THE BROWARD COUNTY ARENA

In June 1996, Panthers Holdings entered into an agreement with Broward
County to develop the Broward County Arena. See
"Business -- Operations -- Entertainment and Sports Business -- Arena
Development and Operations -- Development of the Broward County Arena."
Construction projects, such as the development of a new arena, entail
significant risks, including regulatory and licensing requirements, shortages of

9
<PAGE> 14

materials or skilled labor, unforeseen engineering, environmental or geological
problems, work stoppages, weather interferences, unanticipated cost increases
and challenges from local residents. Under the agreement with Broward County,
Panthers Holdings will be responsible for all costs relating to the development
of the Broward County Arena in excess of $184.7 million. There can be no
assurance that Panthers Holdings can successfully develop the Broward County
Arena or that costs associated with the development of the Broward County Arena
will not exceed the $184.7 million budget. Although Panthers Holdings
anticipates that the Broward County Arena will be completed in time for the
1998-99 season, there can be no assurance that the Broward County Arena will be
completed within the contemplated time frame.

EXERCISE OF THE WARRANTS AND THE EXCHANGE RIGHTS

Although Panthers Holdings has undertaken to maintain the effectiveness of
the registration statement relating to the Warrants and the Exchange Rights as
long as shall be necessary to permit the resale of any underlying Class A Common
Stock, there is a possibility that upon the announcement by Panthers Holdings of
a material event subsequent to the closing of the Contribution and Exchange, the
effectiveness of the registration statement may be suspended until such time as
Panthers Holdings has updated such registration statement.

10
<PAGE> 15

PRICE RANGE OF CLASS A COMMON STOCK

The Class A Common Stock began trading on The Nasdaq National Market on
November 13, 1996 under the symbol "PUCK." On July 11, 1997, the Class A Common
Stock began trading on the New York Stock Exchange under the symbol "PAW." The
following table sets forth, for the periods indicated, the range of the high and
low sales prices per share for the Class A Common Stock on The Nasdaq National
Market and the NYSE.

<TABLE>
<CAPTION>
PRICE RANGE
OF CLASS A
COMMON STOCK
----------------
HIGH LOW
------ ------
<S> <C> <C>
FISCAL YEAR ENDED JUNE 30, 1997:
Second Quarter (from November 13, 1996)............. $ 20 $10
Third Quarter....................................... 32 1/2 16 1/4
Fourth Quarter...................................... 27 1/4 21
FISCAL YEAR ENDING JUNE 30, 1998:
First Quarter....................................... $ 24 5/8 $17 7/8
Second Quarter (through November 14, 1997).......... 24 3/4 19 1/8
</TABLE>

On November 14, 1997, the last reported sales price of the Class A Common
Stock on the NYSE was $19 1/8 per share. As of the same date, there were
approximately 7,900 holders of record and approximately 7,700 holders in street
name of the Class A Common Stock.

DIVIDEND POLICY

Since its inception, Panthers Holdings has not paid any cash dividends on
the Class A Common Stock or the Class B Common Stock. Panthers Holdings does not
intend to pay any cash dividends with respect to its Common Stock in the
foreseeable future. It is expected that the New Credit Facility will limit
Panthers Holdings' ability to pay cash dividends. In addition, the NHL Bylaws
prohibit Panthers Holdings from paying cash dividends, unless paying such cash
dividends will not impair Panthers Holdings' ability to (i) meet its projected
expenses for the ensuing 12 month period without the use of borrowed funds,
other than short-term borrowings and (ii) maintain adequate reserves to fund the
future payment of all deferred player compensation and other deferred
obligations for past services. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

11
<PAGE> 16

SELECTED FINANCIAL DATA

(IN THOUSANDS, EXCEPT PER SHARE DATA)

The selected financial data set forth below is derived from and should be
read in conjunction with the consolidated financial statements of Panthers
Holdings and notes thereto contained elsewhere in this Prospectus. See also
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the unaudited pro forma consolidated financial statements and
notes thereto associated with business acquisitions.

<TABLE>
<CAPTION>
THREE MONTHS INCEPTION
ENDED FISCAL YEARS ENDED JUNE 30, (DECEMBER 2,
SEPTEMBER 30, ----------------------------------------------- 1992 THROUGH
1997 1997 1996 1995 1994 JUNE 30, 1993)
------------- -------- -------- -------- -------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue......................... $ 32,949 $ 54,262 $ 34,087 $ 17,746 $ 21,682 $ --
Operating Expenses:
Cost of services.............. 20,906 41,793 35,958 17,210 20,189 --
Selling, general and
administrative.............. 17,442 15,150 8,371 5,569 5,512 768
Amortization and
depreciation................ 3,847 5,698 9,815 6,266 6,444 2
-------- -------- -------- -------- -------- ------
Total operating
expenses.............. 42,195 62,641 54,144 29,045 32,145 770
-------- -------- -------- -------- -------- ------
Operating loss.................. (9,246) (8,379) (20,057) (11,299) (10,463) (770)
Interest and other income....... 264 1,923 122 38 65 --
Interest expense and minority
interest...................... (3,175) (3,804) (5,204) (4,125) (2,528) (167)
-------- -------- -------- -------- -------- ------
Net loss........................ $(12,157) $(10,260) $(25,139) $(15,386) $(12,926) $ (937)
======== ======== ======== ======== ======== ======
Net loss per share.............. $ (0.38)(a) $ (0.74)(b) $ (4.76)(c) $ (2.96)(c) $ (2.93)(c) $(0.21)(c)
Weighted average common and
common equivalent shares
outstanding................... 32,000(a) 13,829(b) 5,276(c) 5,203(c) 4,405(c) 4,405(c)
</TABLE>

<TABLE>
<CAPTION>
AT AT JUNE 30,
SEPTEMBER 30, ------------------------------------------------------------------
1997 1997 1996 1995 1994 1993
------------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total current assets............ $ 85,719 $ 70,590 $ 3,756 $ 3,408 $ 2,996 $ 9,117
Total current liabilities....... $ 78,469 $ 48,236 $ 67,786 $ 50,292 $ 17,712 $15,605
Total assets.................... $715,951 $600,392 $ 47,760 $ 53,587 $ 49,019 $59,669
Non-current obligations......... $219,049 $251,003 $ 28,277 $ 25,643 $ 45,169 $45,000
Shareholders' equity
(deficit)..................... $414,387 $301,153 $(48,303) $(22,348) $(13,862) $ (937)
</TABLE>

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

The 28,184,570 shares include (i) 5,275,678 shares issued in connection with
Panthers Holdings' reorganization, (ii) 7,300,000 shares issued in
connection with the Initial Offerings, (iii) 2,460,000 shares issued in the
Private Placement, (iv) 212,766 shares issued in the acquisition of
Incredible Ice, (v) 34,760 shares issued in the acquisition of Gold Coast,
(vi) 4,450,000 shares issued in the acquisition of Pier 66, (vii) 3,950,000
shares issued in the acquisition of Bahia Mar and (viii) 4,514,889 shares
issued in the acquisition of Boca Resort net of 13,523 treasury shares. See
(c) below for additional information relating to the reorganization.

12
<PAGE> 17

THE CONTRIBUTION AND EXCHANGE

The following information describes all of the material aspects of the
Contribution and Exchange. This description does not, however, purport to be
complete and is qualified in its entirety by reference to the Contribution and
Exchange Agreement which is attached hereto as Annex A, and is incorporated
herein by reference.

GENERAL

Upon the terms and subject to the provisions of the Contribution and
Exchange Agreement, all of the assets of Boca Partnership were transferred to
Panthers BRHC, in which the managing general partner and the limited partner are
wholly-owned by Panthers Holdings. As set forth in the Contribution and Exchange
Agreement, Panthers Holdings, through the managing general partner, limited
partner and Panthers BRHC, paid the following consideration: (i) a non-managing
general partnership interest in Panthers BRHC; (ii) the Warrants to purchase
869,810 shares of Class A Common Stock; (iii) 189,574 shares of Class A Common
Stock, which were used to compensate certain affiliates of Boca Partnership, who
through their affiliates control the Boca General Partner, for their involvement
in integrating Boca Resort into Panthers Holdings; (iv) 82,729 shares of Class A
Common Stock, which were used to pay persons to whom Boca Partnership is
obligated to pay fees; (v) the Exchange Rights which, when distributed to the
Boca General Partner and the limited partners in accordance with the partnership
agreement of Boca Partnership, will entitle such holders, without any additional
consideration, to sell their partnership interests to an affiliate of Panthers
Holdings in exchange for approximately 4,242,586 shares of Class A Common Stock
exercisable at any time before January 1, 2001; and (vi) the assumption by
Panthers BRHC of indebtedness and payment by Panthers BRHC of deferred fees and
additional interest charges owed by the Boca Partnership in the amount of
approximately $205.9 million, of which approximately $95.9 million was repaid
from capital contributions by Panthers Holdings upon consummation of the
Contribution and Exchange. Of the $95.9 million in capital contributions, $60.9
million was paid from Panthers Holdings' working capital and $35.0 million was
paid from the incurrence of additional debt.

Fifty percent of the Warrants will expire on December 31, 1998 and the
remaining fifty percent of the Warrants will expire on December 31, 1999. The
Exchange Rights will expire on January 31, 2001. The discussion in this
Prospectus regarding the Contribution and Exchange Agreement and the description
of the principal terms of the Contribution and Exchange Agreement are subject to
and qualified in their entirety by reference to the Contribution and Exchange
Agreement.

THE WARRANTS AND THE EXCHANGE RIGHTS

The Warrants issued in connection with the Contribution and Exchange
entitle the holders thereof to purchase an aggregate of approximately 869,810
shares of Class A Common Stock. Each of the Warrants is immediately exercisable
to purchase one share of the Class A Common Stock at a price of $29.01. Fifty
percent of the Warrants will expire on December 31, 1998 and the remaining fifty
percent of the Warrants will expire on December 31, 1999.

The Exchange Rights issued in connection with the Contribution and Exchange
are exercisable for an aggregate of approximately 4,242,586 shares of the Class
A Common Stock. Each of the Exchange Rights is immediately exercisable, without
further consideration, for one share of the Class A Common Stock. The Exchange
Rights will expire on January 31, 2001.

13
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto of Panthers Holdings which
are included elsewhere herein.

BUSINESS COMBINATIONS

Panthers Holdings makes its decisions to acquire or invest in businesses
based on financial and strategic considerations. Businesses acquired during the
year ended June 30, 1997 and the three months ended September 30, 1997, which
were accounted for under the purchase method of accounting, are included in the
Consolidated Financial Statements from their respective dates of acquisition.

Acquisitions Completed Through June 30, 1997

On June 26, 1997, Panthers Holdings, through the managing general partner,
limited partners and Panthers BRHC Limited, acquired substantially all of the
net assets of Boca Resort in exchange for 272,303 shares of Class A Common
Stock, rights to acquire approximately 4,242,586 shares of Class A Common Stock
and warrants to purchase 869,810 shares of Class A Common Stock at a purchase
price of $29.01 per share. In addition to providing rooms, marina, and
conference facilities, Boca Resort provides premier club memberships, golf,
tennis, restaurants, specialty shops and other recreational facilities. This
acquisition has been accounted for under the purchase method of accounting.

On May 31, 1997, Panthers Holdings acquired the rights to operate Gold
Coast, in exchange for 34,760 shares of Class A Common Stock. Gold Coast is the
current practice home of the Panthers and provides open skating, ice hockey
leagues and other programs to the public. This acquisition has been accounted
for under the purchase method of accounting.

On March 4, 1997, Panthers Holdings acquired all of the ownership
interests, comprised of capital stock and partnership interests, of each of the
entities which own, directly or indirectly, all of the general and limited
partnership interests in Pier 66 for 4,450,000 shares of Class A Common Stock.
Pier 66, currently operating as a Hyatt franchise, provides rooms, marina,
conference facilities and other recreational facilities. This acquisition has
been accounted for under the purchase method of accounting.

On March 4, 1997, Panthers Holdings acquired all of the ownership
interests, comprised of capital stock and partnership interests, of each of the
entities which own, directly or indirectly, all of the general and limited
partnership interests in Bahia Mar in exchange for 3,950,000 shares of Class A
Common Stock. Bahia Mar, currently operating as a Radisson franchise provides
rooms, marina, conference facilities and other recreational facilities. This
acquisition has been accounted for under the purchase method of accounting.

On January 31, 1997, Panthers Holdings acquired certain assets relating to
the business of Incredible Ice, a twin-pad ice rink facility located in Coral
Springs, Florida ("Incredible Ice") in exchange for $1.0 million in cash,
212,766 shares of Class A Common Stock and the assumption by Panthers Holdings
of a maximum of approximately $8.1 million in construction-related obligations.
Incredible Ice provides open skating, ice hockey leagues and other ice programs.
This acquisition has been accounted for under the purchase method of accounting.

Prior to the completion of the Initial Offerings, all of the partnership
interests of Decoma were acquired by Panthers Holdings in exchange for a total
of 870,968 shares of its Class A common stock. As this transaction was among
entities under common control, it has been accounted for on an historical cost
basis in a manner similar to a pooling of interests as of August 6, 1994, the
date of acquisition.

14
<PAGE> 19

Acquisition Completed Subsequent to June 30, 1997

On August 13, 1997, Panthers Holdings acquired approximately 68% of the
ownership interest in Registry Resort in exchange for 918,174 shares of Class A
Common Stock and $75.5 million in cash. Registry Resort provides rooms,
conference facilities, restaurants, retail outlets and other recreational
facilities. This acquisition has been accounted for under the purchase method of
accounting. Panthers Holdings recently made offers to acquire the remaining
units of Registry Resort. See "Management's Discussion and Analysis of Financial
Condition -- Cash Used in Investing Activities."

Pending Acquisition

On September 8, 1997, Panthers Holdings entered into a definitive agreement
to acquire the Rolling Hills Golf Course in Davie, Florida, for approximately
$8.0 million in cash. The transaction will be accounted for under the purchase
method of accounting.

BUSINESS SEGMENT INFORMATION

The following table sets forth business segment operating data along with
costs and expenses as a percent of the related business segment revenue (in
000's):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, FISCAL YEAR ENDED JUNE 30,
----------------------------- -----------------------------------------------
1997 % 1996 % 1997 % 1996 % 1995 %
------- --- ------- --- ------- --- -------- --- -------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE:
Leisure and recreation............. $30,287 92% $ -- -- $17,567 32% $ -- -- $ -- --
Entertainment and sports........... 2,662 8% 1,167 100% 36,695 68% 34,087 100% 17,746 100%
------- ------- ------- -------- --------
Total revenue.............. 32,949 100% 1,167 100% 54,262 100% 34,087 100% 17,746 100%
OPERATING EXPENSES:
Cost of Services
Leisure and recreation........... 17,568 58% -- -- 6,658 38% -- -- -- --
Entertainment and sports......... 3,338 125% 2,489 213% 35,135 96% 35,958 105% 17,210 97%
Selling, General and Administrative
Leisure and recreation........... 13,732 45% -- -- 5,397 31% -- -- -- --
Entertainment and sports......... 2,093 79% 1,671 143% 7,854 21% 8,371 25% 5,569 31%
Corporate........................ 1,617 -- -- -- 1,899 -- -- -- -- --
Amortization and Depreciation
Leisure and recreation........... 2,867 10% -- -- 1,459 8% -- -- -- --
Entertainment and sports......... 980 37% 911 78% 4,239 12% 9,815 29% 6,266 35%
------- ------- ------- -------- --------
Total Operating Expenses... 42,195 128% 5,071 434% 62,641 115% 54,144 159% 29,045 164%
------- ------- ------- -------- --------
Operating Loss............. $(9,246) $(3,904) $(8,379) $(20,057) $(11,299)
======= ======= ======= ======== ========
</TABLE>

SEASONALITY

The operations of Panthers Holdings are seasonal. The Panthers receive a
substantial portion of cash receipts from the advance sale of regular season
tickets during the months of July and August, prior to the commencement of the
NHL regular season. For financial reporting purposes, hockey-related revenue and
team operating expenses are recognized during the regular season, which extends
from early October through mid-April. In the event the Panthers participate in
the playoffs, additional revenue will be realized and additional expenses will
be incurred for each playoff series. The Consolidated Financial Statements
presented herein contain the results of the Leisure and Recreation Business
segment for only a portion of the year (from the dates of acquisition through
September 30, 1997). Going forward, operating results in the Leisure and
Recreation Business segment are anticipated to be seasonal, as well, with
approximately 53% of revenue and 69% of earnings before interest, taxes,
depreciation, and amortization to be generated during the months of December
through April.

CONSOLIDATED RESULTS OF OPERATIONS

Panthers Holdings' net operating loss for the three months ended September
30, 1997 and 1996 amounted to $9.2 million and $3.9 million, respectively. The
increase in losses was substantially due to the Resort Facilities, which
historically experience the lowest occupancy and average daily room rate during
the three-month period ended September 30.

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<PAGE> 20

Panthers Holdings' consolidated revenue, compared to the prior years,
increased 59% to $54.3 million for the year ended June 30, 1997 and 92% to $34.1
million for the year ended June 30, 1996. The increase in the year ended June
30, 1997 was directly attributable to the acquisitions made in the Leisure and
Recreation Business segment. The increase in the year ended June 30, 1996 was
because the Panthers participated in all four rounds of the Stanley Cup playoffs
(playing in 22 playoff games) during the 1995-96 season, while the 1994-95
season was shortened (from the normal 84 game schedule to a 48 game schedule) as
a result of a player lockout in a dispute over the then existing collective
bargaining agreement.

Consolidated operating losses were $8.4 million, $20.1 million and $11.3
million for the years ended June 30, 1997, 1996 and 1995, respectively. Net
losses were $10.3 million, $25.1 million and $15.4 million for the years ended
June 30, 1997, 1996 and 1995, respectively. Net loss per common and common
equivalent share was $.74, $4.76, and $2.96 for the years ended June 30, 1997,
1996 and 1995, respectively.

Panthers Holdings completed its Initial Offerings during the year ended
June 30, 1997 and also entered the Leisure and Recreation Business segment.

Panthers Holdings' net losses for the years ended June 30, 1997, 1996 and
1995 were primarily a result of the Panthers having entered into an unfavorable
agreement with the Miami Arena which does not provide the Panthers with certain
sources of revenue, including revenue from the sale of suites and parking and a
majority of the advertising space. Additionally, seating limitations (Miami
Arena seating capacity of 14,703 is currently the smallest arena in the NHL)
have precluded the Panthers from receiving additional ticket revenue. The
acquisitions made in the Leisure and Recreation Business segment during the
third and fourth quarter reduced Panthers Holdings' fiscal 1997 operating losses
by approximately 33%.

Three Months Ended September 30, 1997 Compared to the Three Months Ended
September 30, 1996

Leisure and Recreation

Since each of the Resort Facilities was acquired subsequent to the three
months ended September 30, 1996 and was accounted for under the purchase method
of accounting, a discussion of comparative operating results for the Leisure and
Recreation Business would not be meaningful and therefore has been excluded.

Revenue

Leisure and Recreation Business revenue totaled $30.3 million for the three
months ended September 30, 1997, of which 67% was derived from non-room sources
such as food and beverage sales, yachting and marina revenue, retail and other
resort amenities. Management expects leisure and recreation revenue for the
ensuing three month periods ended December 31, 1997, March 31, 1998 and June 30,
1998 to be higher than the recently concluded period as the Resort Facilities
move into their peak season.

Operating Expenses

Cost of leisure and recreation services totaled $17.6 million for the three
months ended September 30, 1997 and consisted primarily of direct costs incurred
in connection with servicing the Resort Facilities' rooms, marinas, food and
beverage operations, retail establishments and other facility amenities.

Selling, general and administrative expenses ("SG&A") for the Leisure and
Recreation Business totaled $13.7 million for the three months ended September
30, 1997 and consisted primarily of various fixed, indirect costs, including
utility and property costs, real estate taxes, insurance, management and
franchise agreement fees and administrative salaries.

Amortization and depreciation expense associated with the Resort Facilities
totaled $2.9 million for the three months ended September 30, 1997 and related
to the property and equipment acquired in connection with business combinations
during the seven months preceding September 30, 1997.

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<PAGE> 21

Entertainment and Sports

Revenue

Entertainment and Sports Business revenue amounted to $2.7 million and $1.2
million for the three months ended September 30, 1997 and 1996, respectively.
The primary component of the Entertainment and Sports Business is the Panthers.
Revenue and direct expenses associated with the team are recorded over the
regular hockey season. Therefore, the majority of revenue is reported during the
three-month periods ended December 31 and March 31. Should the Panthers
participate in the playoffs, additional revenue and expenses will be recorded
during the three-month period ended June 30. The increase in revenue during the
three months ended September 30, 1997 was primarily the result of proceeds from
Panthers Holdings' ice rink operations. The corresponding three-month period of
the prior year did not reflect these operations since they were acquired
subsequent to September 30, 1996.

Operating Expenses

Panthers Holdings' total entertainment and sports operating expenses
increased $1.3 million, primarily as a result of the acquisition of ice skating
operations. Cost of entertainment and sports services totaled $3.3 million and
$2.5 million for the three months ended September 30, 1997 and 1996,
respectively, while SG&A expenses amounted to $2.1 million and $1.7 million for
the same periods. Amortization and depreciation expense for the Entertainment
and Sports Business totaled $980,000 and $911,000 for the three months ended
September 30, 1997 and 1996, respectively. These expenses primarily represent
amortization of Panthers' player's salaries and a National Hockey League
franchise fee that was paid in 1993 when the expansion franchise was granted.

Corporate General And Administrative Expenses

Corporate general and administrative expenses totaled $1.6 million for the
three months ended September 30, 1997, primarily as a result of additional
legal, accounting and other corporate general and administrative expenses. These
expenses are associated with Panthers Holdings' (i) increase in total revenue
and assets, (ii) diversification into the resort hospitality business and (iii)
compliance with reporting and other requirements of being publicly held. As
Panthers Holdings consisted solely of the Panthers hockey club during the 1996
quarter, no such corporate general and administrative expenses were incurred.

Interest And Other Income

Interest and other income primarily include interest earned on Panthers
Holdings' cash and cash equivalents. Panthers Holdings' average cash balance
during the three months ended September 30, 1997 was nearly $20 million higher
than the corresponding period of the prior year, primarily as a result of
Panthers Holdings' acquisition of the Resort Facilities.

Interest Expense And Minority Interest

Interest expense totaled $3.1 million and $1.3 million for the three months
ended September 30, 1997 and 1996, respectively. The increase in interest
expense during the three months ended September 30, 1997 was attributable to
additional debt assumed in connection with the acquisitions of Panthers
Holdings' Resort Facilities. In the comparable period of the prior year, the
outstanding indebtedness related to the purchase of the Panthers, along with
borrowing needed to fund hockey operations. Such indebtedness was repaid with a
portion of the proceeds from Panthers Holdings' initial public offering in
November 1996. The increase in the average indebtedness during the three months
ended September 30, 1997 was partially offset by a lower effective interest
rate.

Minority interest associated with Registry Resort (applicable for the 1997
period only) and the Miami Arena totaled $88,000 and $34,000 during the three
months ended September 30, 1997 and 1996, respectively.

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<PAGE> 22

EBITDA

Earnings before interest expense, income taxes, depreciation and
amortization ("EBITDA") is a widely accepted financial indicator used by certain
investors and analysts to compare companies on the basis of operating
performance. EBITDA totaled $(5.4) million and $(3.0) million for the three
months ended September 30, 1997 and 1996, respectively.

Year Ended June 30, 1997 Compared to Year Ended June 30, 1996

Revenue

Revenue from the Leisure and Recreation Business, directly related to the
acquisitions of Pier 66, Bahia Mar and Boca Resort was approximately $17.6
million during the year ended June 30, 1997, of which approximately 47%
pertained to room revenue.

Revenue from the Entertainment and Sports Business increased approximately
8%, or $2.6 million, for the year ended June 30, 1997, primarily as a result of
higher Panthers ticket sales due to all home games being sold out during the
1996-97 season and more revenue from broadcasting and advertising/promotion
contracts, offset by fewer playoff games played in the 1996-97 season as
compared to the 1995-96 season.

Cost of Services

Cost of services incurred in the Leisure and Recreation Business were
approximately $6.7 million during the year ended June 30, 1997 and were directly
related to the acquisitions of Pier 66, Bahia Mar, and Boca Resort.

Cost of services incurred in the Entertainment and Sports Business
decreased approximately 2%, or $823,000 during the year ended June 30, 1997
primarily as a result of fewer playoff games played during the 1996-97 season as
compared to the 1995-96 season, offset by higher player salaries and higher
ticketing and arena operation costs associated with increased attendance at
Panthers home games.

Selling, General, and Administrative

Total SG&A expenses increased approximately 81%, or $6.8 million, during
the year ended June 30, 1997, primarily as a result of the additional $5.4
million of SG&A expenses incurred by the resort and marina properties acquired
during the year. Panthers Holdings also incurred approximately $1.9 million of
various corporate SG&A expenses considered customary for a public versus private
entity during the year ended June 30, 1997.

Amortization and Depreciation

Amortization and depreciation expenses decreased 42%, or approximately $4.1
million, during the year ended June 30, 1997. During fiscal 1996, amortization
of player's contracts was higher than during fiscal 1997, to better reflect the
then current value of the remaining contracts of players selected in the 1993
draft. The fiscal 1997 decrease was partially offset by the additional
amortization and depreciation pertaining to the Leisure and Recreation Business
assets acquired during fiscal 1997.

Interest and Other Income

Interest income increased approximately $1.8 million during the year ended
June 30, 1997 due to the interest earned on the $65.6 million net proceeds
received from the Private Placement in January 1997.

Interest Expense and Minority Interest

Interest expense and minority interest costs during the year ended June 30,
1997 decreased 27%, or approximately $1.4 million. Panthers Holdings incurred an
additional $1.1 million of interest expense related to the debt assumed in
connection with acquisitions during the year, offset by a $2.5 million decrease
to

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<PAGE> 23

interest expense due to the repayment of approximately $86.0 million of debt
from the proceeds of the Initial Offerings in November 1996.

Year Ended June 30, 1996 Compared to Year Ended June 30, 1995

The Company's results of operations for the years ended June 30, 1996 and
1995 consisted of Entertainment and Sports only. Panthers Holdings' leisure and
recreation activities did not begin until March 1997.

Revenue

Revenue increased 92%, or approximately $16.3 million. Substantially all of
the increase was from ticket sales which increased 143%, or approximately $13.7
million. This increase was a result of the Panthers participating in the 1995-96
Stanley Cup playoffs and playing 17 more home games during the 1995-96 regular
season as compared to the player lockout, shortened 1994-95 season. Average
ticket revenue, net of sales tax, per regular season home game increased 8%, or
approximately $395,000.

Additionally, television and radio revenue increased 38%, or approximately
$1.4 million. This increase was a result of 51 games (including 10 Stanley Cup
playoff games) being televised during the 1995-96 season as compared to 34 games
being televised during the shortened 1994-95 season.

Other revenue, which includes advertising, promotions and concessions, also
increased as a result of the additional home games played.

Cost of Services

Cost of services increased 109%, or approximately $18.7 million. The
increase was primarily a result of an increase in players salaries of
approximately $11.8 million due to increases in compensation paid to the first
and second round 1995-96 season draft picks as compared to players being paid
only 58% (pro-rated for the shortened season) of their salaries during the
1994-95 season. In addition, arena operating costs, primarily rent, increased
$1.8 million due to the increased number of home games played in the 1995-96
season (including the Stanley Cup playoffs) as compared to the 1994-95 season.

Selling, General, and Administrative

SG&A expenses increased approximately 50%, or $2.8 million, mostly due to
increased playoff costs.

Amortization and Depreciation

Amortization and depreciation expenses increased 57%, or approximately $3.5
million, due to an increase in the amortization of player contracts. For the
year ended June 30, 1996, amortization increased due to the write-off of
unamortized player costs resulting from terminated player contracts and
adjustments to remaining contracts to better reflect current values.

Interest and Other Income

Interest and other income was $122,000 and $38,000 during the years ended
June 30, 1996 and 1995, respectively, and was a result of interest earned on
cash on hand.

Interest and Other Expense

Net interest and other expenses increased 26%, or approximately $1.1
million primarily as a result of the increase in borrowings from Panthers
Holdings' Chairman which were used to fund operating losses.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased $14.7 million, from $13.7 million at
June 30, 1997 to $28.4 million at September 30, 1997. Cash and cash equivalents
increased by $13.2 million during the year ended June 30,

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<PAGE> 24

1997 and decreased by $772,000 during the year ended June 30, 1996. The major
components of these changes are discussed below.

Cash Provided By (Used In) Operating Activities

Cash provided by operating activities totaled $15.5 million and $10.5
million for the three months ended September 30, 1997 and 1996, respectively.
The increase for the three months ended September 30, 1997 was the result of
receiving $28.0 million in resort operating revenue along with nearly $9.0
million in club membership annual dues at Boca Resort. The $9.0 million will be
recognized as revenue ratably over the membership year commencing on October 1.
Each of the Resort Facilities was acquired subsequent to September 30, 1996, and
accordingly, the related cash flows are not included in Panthers Holdings' prior
year financial statements. Because of a higher season ticket base, ticket
collections associated with the current NHL season provided $2.7 million more in
cash during the three months ended September 30, 1997 than during the comparable
period for 1996. These added sources of capital amounting to $39.7 million were
partially offset by operating costs associated with the Resort Facilities.

Panthers Holdings' net cash provided by (used in) operating activities was
$2.9 million, $(17.4) million and $(8.8) million for the years ended June 30,
1997, 1996 and 1995, respectively. The net cash provided by operating activities
increased during the year ended June 30, 1997 primarily as a result of the
various business acquisitions made during the year.

Cash Provided by Financing Activities

Cash provided by financing activities amounted to $73.6 million and
$662,000 for the three months ended September 30, 1997 and 1996, respectively.
The increase was the result of receiving $108.8 million of net proceeds from the
sale of shares of Class A Common Stock, partially offset by the repayment of
$35.0 million of indebtedness under Panthers Holdings' revolving credit
facility.

Net cash flow provided by financing activities totaled approximately $10.9
million during the year ended June 30, 1997. Cash flows provided by financing
activities primarily consisted of the $66.3 million net proceeds from the
Initial Offerings, $65.6 million net proceeds from the Private Placement, and
$35.0 million of proceeds borrowed under Panthers Holdings' revolving credit
facility. Net cash flow used in financing activities included $45.0 million used
to repay Panthers Holdings' outstanding indebtedness under two term loans, and
approximately $111.0 million used to repay certain debt assumed in the
acquisition of the Boca Resort. Additionally, dividend payments and
distributions to the minority owners of Decoma totaled approximately $865,000,
$1.2 million and $1.8 million during the years ended June 30, 1997, 1996 and
1995, respectively. Remaining net proceeds were invested in short-term,
investment grade, interest bearing investments.

Since the formation of the Panthers franchise in December 1992 and through
the date of the Initial Offerings, all net operating losses of the Panthers were
financed primarily with loans from its Chairman of the Board. As a result, net
cash flow from financing activities for the years ended June 30, 1996 and 1995
consisted entirely of borrowings and repayments of the loans from its Chairman.
Such loans, including interest thereon accrued through September 30, 1996,
totaled approximately $41.0 million and was exchanged for shares of Class A
Common Stock as part of the recapitalization effected in connection with the
Initial Offerings.

Net Cash Flows Used In Investing Activities

Cash used in investing activities amounted to $74.4 million and $494,000
for the three months ended September 30, 1997 and 1996, respectively. During the
three months ended September 30, 1997, Panthers Holdings acquired 68% of the
ownership interests in Registry Resort for $75.5 million in cash and the
issuance of 918,174 shares of Class A Common Stock and warrants to purchase
325,000 shares of Class A Common Stock. See Note 4 to the Interim Consolidated
Financial Statements. Furthermore, Panthers Holdings recently made offers to
acquire the remaining units of Registry Resort. To date, Panthers Holdings has
closed on 45 units of the remaining 149 units at a cost of $9.3 million and has
received notice that another 27 unit-

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<PAGE> 25

holders have agreed to Panthers Holdings' terms of purchase. Upon closing these
27 units, Panthers Holdings will expend an estimated $5.4 million and its
ownership interest will increase to 84%.

In addition to the acquisition of Registry Resort, capital expenditures
increased by $10.9 million during the three months ended September 30, 1997,
primarily associated with the Boca Resort expansion program. The expansion
includes a recently completed 18 court tennis club (which adds to the existing
12 courts located in a separate complex), a new Bates designed championship golf
course expected to be completed by the end of 1997 and a new 140,000 square foot
conference center expected to be completed in early 1998.

Net cash flows used in investing activities were $515,000, $140,000 and
$161,000 during the years ended June 30, 1997, 1996 and 1995, respectively.
Capital additions, excluding the substantial additions to property and equipment
obtained in Panthers Holdings' business acquisitions, were approximately $1.5
million, $140,000 and $161,000 in the years ended June 30, 1997, 1996 and 1995,
respectively. The increase in capital expenditures was primarily attributable to
the various activities of the Leisure and Recreation Business. Additionally, the
net cash acquired in Panthers Holdings' business acquisitions during the year
ended June 30, 1997 was approximately $1.0 million.

Under covenants to a senior note payable secured by Boca Resort, Panthers
Holdings is required to deposit excess operating cash into reserve accounts
which are accumulated and restricted to support future debt service, facility
expansion, furniture, fixture and equipment replacement and real estate tax
payments. Additionally, Panthers Holdings' loan and management agreements for
Bahia Mar and Pier 66 also require the maintenance of customary capital
expenditure reserve funds for the replacement of assets; each such resort having
completed a renovation program within the last four years. These reserve funds
are classified as restricted cash on the Consolidated Balance Sheets.

Capital Resources

Panthers Holdings believes that it has, or can obtain, sufficient financial
resources to support ongoing operations, finance the growth of its businesses
and take advantage of acquisition opportunities.

Panthers Holdings' capital resources are provided from both internal and
external sources. The primary capital resources from internal operations include
revenue from (i) room rentals, food and beverage sales and other recreational
amenity use at the Resort Facilities, (ii) club memberships at Boca Resort and
(iii) ticket, broadcasting, sponsorship and other revenue derived from ownership
of the Panthers.

The primary external source of liquidity has been the issuance of equity
securities. Borrowing under lines-of-credit and term loans have also provided
capital to Panthers Holdings. In August 1997, Panthers Holdings raised $108.8
million in net proceeds from the issuance of 6,000,000 shares of Class A Common
Stock. During the seven-month period preceding September 30, 1997, Panthers
Holdings assumed $151.1 million of secured, term indebtedness in connection with
its business acquisitions. In addition to these term loans as of September 30,
1997, Panthers Holdings has $35.0 million in availability under a revolving
credit facility (as discussed below) which, when drawn upon, will be secured by
Panthers hockey club assets. Panthers Holdings is also negotiating with another
financial institution for a three-year revolving credit facility in the amount
of up to $500 million with anticipated current availability of approximately
$265 million.

During fiscal 1997, Panthers Holdings entered into a three-year $35.0
million revolving credit facility which bears interest at LIBOR plus 1.5%.
Panthers Holdings is in the process of negotiating the New Credit Facility. It
is anticipated that the New Credit Facility will provide for a line of credit up
to $500.0 million and will be secured by certain tangible and intangible assets
of Panthers Holdings. The New Credit Facility is expected to limit Panthers
Holdings' ability to pay cash dividends. In addition, the NHL's Bylaws preclude
any one of its members from paying cash dividends, unless paying such cash
dividends will not impair the member's ability to (i) meet its projected
expenses for the ensuing 12 month period without the use of borrowed funds,
other than short-term borrowings and (ii) maintain adequate reserves to fund the
future payment of all deferred player compensation and other deferred
obligations for past services.

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<PAGE> 26

FINANCIAL CONDITION

Significant changes in balance sheet data from June 30, 1997 to September
30, 1997 are discussed below.

Accounts Receivable

Accounts receivable increased from $13.1 million at June 30, 1997 to $14.7
million at September 30, 1997. The increase was primarily the result of assuming
trade receivables in connection with the acquisition of Registry Resort.

Other Assets

Other assets increased $6.7 million from June 30, 1997 to September 30,
1997, partially due to new hockey player signing bonuses, which will be
amortized over the life of the relevant player contracts. In addition, Panthers
Holdings acquired more than $2.0 million in mortgage notes receivable in
connection with the acquisition of Registry Resort.

Property and Equipment

Property and equipment increased $94.9 million from June 30, 1997 to
September 30, 1997. Approximately $86.5 million of the increase related to
Panthers Holdings' acquisition of a 68% interest in Registry Resort. In
addition, $11.0 million was spent in connection with the Boca Resort expansion
program described above, offset by $3.0 million in depreciation expense.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses increased from $34.6 million at June
30, 1997 to $41.9 million at September 30, 1997. The increase was substantially
attributable to the accrual of acquisition related expenses associated with
Registry Resort, including the anticipated buyout of the existing management
company contract.

Deferred Revenue

Deferred revenue increased from $10.0 million at June 30, 1997 to $32.3
million at September 30, 1997. The increase was primarily the result of two
factors. Approximately $8.9 million of the increase related to receipts for
annual club membership dues of Boca Resort. Such amounts will be recognized as
revenue ratably over the membership year commencing on October 1. An additional
$12.5 million was generated from Panthers' ticket sales for the current hockey
season. Deferred ticket revenue will be recognized over the current season,
which extends from October through April.

Long-Term Debt

Long-term debt decreased from $186.1 million at June 30, 1997 to $151.1
million at September 30, 1997. The decrease was the result of the repayment of
$35.0 million under Panthers Holdings' revolving credit facility.

Shareholders' Equity

Shareholders' equity increased from $301.2 million at June 30, 1997 to
$414.4 million at September 30, 1997. The net loss for the three months ended
September 30, 1997 was offset by the sale of 6,000,000 shares of Class A Common
Stock, together with the issuance of 918,174 shares of Class A Common Stock and
warrants to purchase 325,000 shares of Class A Common Stock in connection with
the acquisition of a 68% ownership interest in Registry Resort.

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<PAGE> 27

FORWARD LOOKING STATEMENTS

Certain statements and information included herein may constitute
"forward-looking statements" within the meaning of Federal Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Panthers Holdings to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things, the ability to develop and implement operational and financial systems
to manage rapidly growing operations; competition in Panthers Holdings' Leisure
and Recreation Business segment; the ability to integrate and successfully
operate acquired businesses and the risks associated with such businesses; the
ability to obtain financing on acceptable terms to finance Panthers Holdings'
growth strategy and for Panthers Holdings to operate within the limitations
imposed by financing arrangements; Panthers Holdings' limited history of
operations in the Leisure and Recreation Business segment; Panthers Holdings'
dependence on key personnel; Panthers Holdings' ability to properly assess and
capitalize on future business opportunities and other factors referenced herein.

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<PAGE> 28

BUSINESS OF PANTHERS HOLDINGS

GENERAL

Panthers Holdings is a holding company with subsidiaries currently
operating in two business segments: (i) the Leisure and Recreation Business and
(ii) the Entertainment and Sports Business. Panthers Holdings was formed in July
1996 and, upon the completion of the Initial Offerings in November 1996,
continued the operations of the Panthers, a professional hockey team which has
been a member of the NHL since 1993. Following completion of the Initial
Offerings, Panthers Holdings expanded into the Leisure and Recreation Business,
through the ownership and operation of high-end destination luxury resorts, and
diversified the Entertainment and Sports Business to include ice skating rink
operations. Panthers Holdings reincorporated in Delaware on November 17, 1997.
Panthers Holdings' current focus is on expanding the Leisure and Recreation
Business. The primary elements of Panthers Holdings' current business strategy
include: (i) the development of capital projects (additional unit construction,
recreational amenities and conference space) at its existing luxury resorts,
(ii) the expansion of the core upscale clientele of the Leisure and Recreation
Business, which will increase Panthers Holdings' ability to cross-market other
services to this customer base and (iii) the acquisition of other luxury
resorts. In executing its business strategy, Panthers Holdings continuously
evaluates opportunities in other industries and businesses for potential
strategic acquisitions where Panthers Holdings believes it can leverage its
competitive strengths and increase stockholder value.

The Leisure and Recreation Business currently consists of Panthers
Holdings' interests in the Resort Facilities, four high-end destination luxury
resort operations. The Resort Facilities consist of Boca Resort, Registry
Resort, Pier 66 and Bahia Mar.

Registry Resort is a luxury resort fronting the Gulf of Mexico in Naples,
Florida, within a 90-minute drive of the east coast of South Florida. Panthers
Holdings currently owns approximately 78% of Registry Resort and has made offers
to acquire the remaining 22%. Registry Resort includes 474 luxury guest rooms, a
conference center, recreational areas, restaurant and retail outlets, a 15 court
tennis facility and a nature reserve boardwalk, as well as water sports and
other beach amenities. Registry Resort has received Mobile Travel Guide's Four
Star Award, as well as AAA's Four Diamond Award, and has been cited by Conde
Nast Traveler magazine as one of the best resorts in the United States.

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<PAGE> 29

between Panthers Holdings and Broward County, upon completion of the Broward
County Arena, Panthers Holdings will manage and operate the Broward County
Arena, where the Panthers will play their home games. Panthers Holdings also
owns approximately 78% of Decoma, the entity which operates the Miami Arena, the
arena where the Panthers play their home games. Panthers Holdings' ice skating
rink activities consist of the operation of Incredible Ice, a twin-pad ice
skating rink facility in Coral Springs, Florida and Gold Coast, an ice skating
rink facility in Pompano Beach, Florida.

Panthers Holdings was incorporated in Florida on July 3, 1996 and
reincorporated in Delaware on November 17, 1997. In connection with the Initial
Offerings, Panthers Holdings' Class A common stock began trading on The Nasdaq
National Market on November 13, 1996 under the symbol "PUCK." On July 11, 1997,
the Class A Common Stock began trading on the NYSE under the symbol "PAW." The
NYSE ticker symbol was not affected by the Reincorporation.

BUSINESS STRATEGY

Panthers Holdings' current business strategy is to focus on expanding the
Leisure and Recreation Business. The primary elements of such business strategy
include: (i) the development of capital projects (additional unit construction,
recreational amenities and conference space) at the Resort Facilities; (ii) the
expansion of the core upscale clientele of the Leisure and Recreation Business,
which will increase Panthers Holdings' ability to cross-market other services to
this customer base and (iii) the acquisition of other luxury resorts. In
executing its business strategy, Panthers Holdings continuously evaluates
opportunities in other industries and businesses for potential strategic
acquisitions where Panthers Holdings believes it can leverage its competitive
strengths and increase shareholder value. For certain risks involved with
Panthers Holdings' business strategy, see "Risk Factors."

Management believes that the Resort Facilities will allow for significant
internal growth. At the time of acquisition, each of the Resort Facilities
either (i) had ongoing expansion and/or improvements programs, which had been
funded from internal and external sources of capital or from reserves in place
to pay for such programs, or (ii) had recently completed expansion and/or
improvement programs. In addition, Panthers Holdings believes that additional
value can be added to each of the Resort Facilities through either the expansion
of room inventory and conference facilities and/or the addition of leisure and
recreation facilities.

Boca Resort is currently engaged in a $46.5 million fully-funded expansion
program. The expansion includes a recently completed 30 court tennis club, a new
Bates designed championship golf course to be completed by the end of 1997 and a
new 140,000-square-foot conference center to be completed in early 1998. The
completion of the conference center will allow Boca Resort to accommodate more
than one large group at a time, resulting in better utilization of its 963
luxury guest rooms. In addition, Boca Resort has received local municipal zoning
approval to build 57 luxury two-bedroom suites at its marina and to build a
luxury spa complex.

Registry Resort will complete a $1.4 million room renovation in the fall of
1997. Panthers Holdings also believes that additional conference space can be
added to Registry Resort.

Pier 66 undertook a $3.8 million renovation project in 1993, which has
resulted in growing revenue and improved operating results over the past three
years. Opportunities exist for expansion of room inventory, as well as meeting
space.

Bahia Mar completed an extensive $8.1 million renovation project in 1995
and has experienced improved operating results since then. Also, Bahia Mar has
land holdings which, subject to obtaining various regulatory and zoning
approvals, will allow for future expansion.

In addition to current expansion projects at the Resort Facilities,
Panthers Holdings is pursuing other internal growth opportunities. Specifically,
Panthers Holdings believes that the Premier Club concept, which was introduced
in 1991 at the Boca Resort complex, will serve as a model for expansion of its
current and potential future resort facilities. Panthers Holdings believes that
the Premier Club concept, when applied to the other Resort Facilities
(particularly Registry Resort) will allow such facilities to increase value and
potential cash flow without incurring significant additional capital
expenditures. In addition, management

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<PAGE> 30

believes that the cash flow from additional Premier Clubs may help reduce the
impact of seasonality on the luxury resort business.

The Premier Club concept consists primarily of club memberships which allow
individuals access to recreational facilities utilized by resort guests. The
Boca Resort Premier Club program requires an initial membership fee and annual
dues based on the number and type of facilities the member uses. Applications
for membership in the Boca Resort Premier Club currently require a fee of
$35,000 plus minimum annual dues of $2,200. The annual dues increase based upon
access to recreational facilities. The Boca Resort Premier Club represents a
significant source of cash flow at Boca Resort. Panthers Holdings expects that
the Premier Club concept will allow Panthers Holdings to market resort
properties, restaurants, pools, and, where available, tennis, golf and other
leisure and recreation amenities to people in local communities as a country
club/social club setting.

Additionally, Panthers Holdings believes that it can generate additional
revenues by extending the Boca Resort model of non-room based revenues to the
other Resort Facilities. Boca Resort derives approximately 40% of its total
revenues from rooms, approximately 30% of its total revenues from food and
beverage and approximately 30% of its total revenues from the leisure and
recreation operation of marinas, retail sales, rental income from the lease of
retail space within the resort complexes and other non-room based revenues.

In expanding the Leisure and Recreation Business, Panthers Holdings is
seeking to increase its core upscale clientele, such as corporate and other
group customers, individual business travelers and upscale leisure travelers,
and to cross-market other Panthers Holdings resorts and services to this
customer base. Panthers Holdings believes that conditions in the luxury resort
market favor such cross-marketing. Although the number of rooms in the luxury
resort market has remained flat for most of the 1990's, demand for these rooms
has grown by approximately 6.7% during the period from 1991 to 1996. Moreover,
Panthers Holdings believes that destination luxury resorts will continue to
benefit from trends and developments which favorably impact the North American
resort industry. The factors include: demographic shifts among the U.S.
population which have created a greater percentage of Americans with both
increased leisure time and higher disposable income, a greater focus among
leisure travelers on active vacations, the increased popularity of golf and a
growing interest in luxury resorts among upscale leisure travelers.

Panthers Holdings views an upscale customer base as desirable for a number
of reasons. First, Panthers Holdings believes the market potential of the
upscale customer base to be significant. The domestic corporate and other group
conference market represents annual revenues of approximately $9 billion.
Second, Panthers Holdings believes the customer base in the luxury resort
segment of the market to be more recession-resistant than the customer base in
the general hotel and lodging market and, as a result, Panthers Holdings would
be less impacted by an economic downturn. Third, Panthers Holdings believes such
a customer base will allow it to experience more stable growth than the general
hotel and lodging market, while offering opportunities to expand into other
industries and businesses which may service the same customer base.

Panthers Holdings believes that the luxury resort market offers significant
opportunities for it to make additional acquisitions. There has been limited new
luxury resort construction since 1992 due to the substantial barriers to entry
relating to this industry. These barriers include, but are not limited to (i)
the difficulty of finding suitable property for such resorts, (ii) the time
involved in obtaining zoning and regulatory permits and approvals and (iii) the
significant costs, together with development and holding periods, associated
with building such resorts. Based upon Panthers Holdings' reputation, size and
financial resources, management believes that opportunities exist to acquire
resort properties for less than replacement cost. In addition, due to the
fragmented nature of the luxury resort market, Panthers Holdings believes that
the acquisition and consolidation of luxury resort facilities provides
opportunities for cost savings in several areas. These cost savings
opportunities include the consolidation of reservation systems, coordinated
sales and marketing efforts, reduced costs for financing and insurance and
decreased management overhead.

Panthers Holdings expects that its acquisition targets will include
destination luxury resorts with internal growth potential or mid-range resorts
in highly desirable locations that can be upgraded and which have sufficient
land for expansion. Resorts that are most likely to be acquisition targets are
those that (i) have a large room inventory in a popular tourism and convention
geographic location, (ii) offer or could offer quality

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leisure and recreational amenities and (iii) provide the opportunity to
cross-market such amenities to Panthers Holdings' upscale clientele. While
Panthers Holdings believes that the state of Florida continues to be a popular
destination for pleasure travel in the United States, it is currently
considering possible acquisitions in other key regional locations throughout the
United States. Also, unlike some participants in the industry that only manage
resorts, Panthers Holdings intends to pursue a policy of both ownership and
operation. Panthers Holdings believes that ownership gives it sufficient control
to implement its business strategy and allows it fully to benefit from any
increase in the value of its luxury resort portfolio.

Panthers Holdings believes that the acquisition of additional destination
resorts and the consolidation of them into Panthers Holdings' Leisure and
Recreation Business would provide favorable cross-marketing opportunities. For
example, corporate and other group customers that hold conferences on a regular
basis prefer to rotate their conference locations among various regions of the
United States, including the east and west coasts. By offering a significant
number of affiliated luxury resort alternatives, Panthers Holdings believes that
it will be able to encourage its customers to utilize Panthers Holdings' resort
facilities on a regular basis. Panthers Holdings believes that its superior
facilities and emphasis on guest service greatly enhance opportunities for
repeat business. Panthers Holdings has assembled a management team with
significant business experience in the luxury resort and hotel industries. See
"Leisure and Recreation Business -- Management Team."

In addition to its expansion into the Leisure and Recreation Business,
Panthers Holdings has remained active in the Entertainment and Sports Business.
Panthers Holdings believes that the Entertainment and Sports Business is poised
to experience further growth by capitalizing on the increasing popularity of
hockey in general, as well as the success of the Panthers in particular.
Panthers Holdings believes that the completion of the Broward County Arena,
which is currently scheduled for October 1998, will enhance its ability to
market the Panthers, as well as its ability to provide first-rate service for a
variety of other forms of entertainment. Panthers Holdings also believes that
the continued popularity of hockey should bolster the success of the ice rink
operations. Panthers Holdings has assembled a management team with significant
experience in the entertainment and sports industry. See "Entertainment and
Sports Business -- Management Team."

Notwithstanding Panthers Holdings' focus on its current businesses,
management actively seeks and evaluates opportunities in other industries and
businesses for potential strategic acquisitions where Panthers Holdings believes
it can leverage its competitive strengths and increase shareholder value.

ACQUISITIONS

Acquisitions Completed During the Fiscal Year Ended June 30, 1997 Subsequent
to the Initial Offerings

On June 26, 1997, Panthers Holdings indirectly acquired all of the assets
of Boca Resort. Panthers Holdings paid the following consideration: (i) a
non-managing general partnership interest in Panthers BRHC; (ii) the Warrants to
purchase 869,810 shares of Class A Common Stock; (iii) 189,574 shares of Class A
Common Stock, which were used to compensate certain affiliates of Boca Raton
Hotel and Club Limited Partnership ("Boca Partnership"), the entity which
previously owned Boca Resort; (iv) 82,729 shares of Class A Common Stock, which
were used to pay persons to whom Boca Partnership is obligated to pay fees; (v)
the Exchange Rights which, when distributed, will entitle such holders, without
any additional consideration, to sell their partnership interests to an
affiliate of Panthers Holdings in exchange for approximately 4,242,586 shares of
Class A Common Stock exercisable at any time before January 1, 2001 and (vi) the
assumption of indebtedness and payment of deferred fees and additional interest
charges owed by the Boca Partnership in the amount of approximately $205.9
million.

On May 31, 1997, Panthers Holdings acquired the rights to operate Gold
Coast, located in Pompano Beach, Florida, in exchange for 34,760 shares of Class
A Common Stock. Gold Coast is the current practice facility of the Panthers and
provides open skating, ice hockey leagues and other programs to the public.

On March 4, 1997, Panthers Holdings acquired all of the ownership interests
in each of Pier 66 and Bahia Mar, in exchange for 4,450,000 shares and 3,950,000
shares of Panthers Holdings' Class A Common Stock, respectively.

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On January 31, 1997, Panthers Holdings indirectly acquired assets relating
to the business of owning and operating Incredible Ice, a twin-pad ice rink
facility located in Coral Springs, Florida, the rights to certain twin-pad ice
rink facility sites located throughout Florida and certain trademarks. In
exchange for such assets, Panthers Holdings' assumed approximately $8.1 million
in construction-related debt and paid $1.0 million in cash and 212,766 shares of
Class A Common Stock.

Acquisition Completed Subsequent to the Fiscal Year Ended June 30, 1997

On August 13, 1997, Panthers Holdings acquired interests constituting
approximately 68% of Registry Resort in exchange for approximately $75.5 million
in cash, together with 918,174 shares of Panthers Holdings' Class A Common
Stock. Panthers Holdings recently made offers to acquire the remaining units of
Registry Resort.

Recent Developments

OPERATIONS

General

Panthers Holdings currently conducts substantially all of its business
through its subsidiaries, which include (i) Boca Resort, Registry Resort, Pier
66 and Bahia Mar, (ii) Panthers, (iii) Arena Development, (iv) Arena Operations
and (v) Florida Panthers Ice Ventures, Inc. In addition, Panthers Holdings owns
approximately 78% of the partnership interests in Decoma, the entity which
operates the Miami Arena where the Panthers currently play.

LEISURE AND RECREATION BUSINESS

Management Team

Panthers Holdings has assembled a management team with significant business
experience in the resort and hotel industry to implement Panthers Holdings'
business strategy as it relates to the Leisure and Recreation Business. The
members of Panthers Holdings' Leisure and Recreation Business management team
include:

Richard Evans. Mr. Evans has been Panthers Holdings' President and a
director since September 1996. From April 1993 to September 1996, Mr. Evans
served as the Chief Operating Officer of Gaylord Entertainment Company, a
diversified entertainment, hospitality (Opryland Hotel) and communications
company ("Gaylord Entertainment"). Prior to joining Gaylord Entertainment, Mr.
Evans served as President and Chief Executive Officer of Dorna USA, a sports
marketing company, from January 1992 to February 1993. Mr. Evans also served as
the President and Chief Executive Officer of Madison Square Garden Corporation
from 1987 to 1991, and as Chairman and Chief Executive Officer of Radio City
Music Hall Productions from 1980 to 1986. Mr. Evans began his professional
career with the Walt Disney Company, where he was involved in the development
and construction of Walt Disney World. Subsequent to the opening of Walt Disney
World, Mr. Evans was responsible for the operations of Walt Disney World's
resort hotels and recreational facilities. Prior to joining Panthers Holdings,
Mr. Evans served as a director of Genesco, Inc. and Bass Pro Shops.

Dennis J. Callaghan. Mr. Callaghan is one of Panthers Holdings' Managing
Directors -- Resort Division and has been a director of Panthers Holdings since
July 1997. From 1990 to 1997, Mr. Callaghan was President of Callaghan &
Partners, Ltd., an entity founded by Mr. Callaghan to acquire, develop, finance,
renovate and manage resorts, hotels and residential and commercial properties in
the United States and abroad. Mr. Callaghan was an affiliate of Boca Resort and
was appointed to Panthers Holdings' Board of Directors in connection with the
acquisition of Boca Resort.

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Michael Glennie. Mr. Glennie currently serves as the President of Boca
Resort. Prior to his 10-year tenure with Boca Resort, Mr. Glennie was Manager of
the Waldorf Astoria Hotel in New York and worked in various capacities at Rock
Resorts, including as its Chief Executive Officer, from 1989 to 1993.

Theodore V. Fowler. Mr. Fowler is one of Panthers Holdings' Managing
Directors -- Resort Division. Mr. Fowler has nearly twenty years experience in
real estate financing, investment banking and merger and acquisitions. Mr.
Fowler commenced his Wall Street career in 1971 and, for most of the decade of
the 1980's, served as co-head of Investment and Merchant Banking for The First
Boston Corporation and Prudential-Bache Securities, two of Wall Street's largest
firms.

Gary Chensoff. Mr. Chensoff is one of Panthers Holdings' Managing
Directors -- Resort Division. Mr. Chensoff has 20 years experience in the resort
and real estate industries. From 1992 to 1997, Mr. Chensoff was employed by
Indian Hill Partners, Inc., where he managed resorts, land development projects
and commercial office properties. Prior to that, Mr. Chensoff held various
positions, including Vice President and Managing Director, during his 11-year
tenure with JMB Realty Corporation.

The Resort Facilities

Panthers Holdings' Leisure and Recreation Business currently consists of
Panthers Holdings' four Resort Facilities: Boca Resort, Registry Resort, Pier
66, and Bahia Mar.

More than one-half of the revenues from the Resort Facilities is derived
from non-room sources, such as conference center services, marina services, club
memberships, food and beverages, retail and other amenities of the resort.
Revenue derived from these sources is generally paid by customers in advance, or
within 30 days of their stay at the resort.

Boca Resort. Boca Resort is a destination luxury resort and private club
located on over 298 acres of land fronting both the Atlantic Ocean and
Intracoastal Waterway in Boca Raton, Florida. Boca Resort offers luxury
accommodations and amenities to group conference customers, leisure travelers
and the members of its exclusive and private country and social club known as
The Premier Club.

Boca Resort consists of the Cloister, the Tower, Boca Beach Club, the Golf
Villas, Boca Country Club, 963 luxury guestrooms, a 50,000 square foot
conference center, a 25 slip marina, two 18 hole championship golf courses, a 30
court tennis club, five swimming pools, an indoor basketball court, two indoor
racquetball courts and a half mile of private beach with various water sports
facilities. Other amenities of Boca Resort include 15 food and beverage sites,
ranging from five-star cuisine to beach side grills, and a new fitness center.
Additionally, Boca Resort has commenced a $46.5 million expansion and renovation
project which will include: (i) a new 140,000 square foot conference center
(25,000 square foot Grand Ballroom/15,000 square foot Junior Ballroom); (ii) a
new, state-of-the-art tennis and fitness center complex; (iii) a new and
expanded 650-space parking facility and (iv) a new Bates designed 18-hole golf
course to replace its present 18-hole golf course. Boca Resort has an average
occupancy of 70% at an average daily room rate of $181. The total room revenue
per available room is $127.

Registry Resort. Registry Resort is a destination luxury resort located on
approximately 15 acres of land fronting the Gulf of Mexico in Naples, Florida.
The Naples market is a key vacation and conference group destination. Registry
Resort consists of 474 guest rooms, a conference center, recreational areas,
restaurant and retail outlets, a 15 court tennis facility and a nature reserve
boardwalk as well as water sports and beach amenities. Registry Resort has an
average occupancy of 75% at an average daily room rate of $171. The total room
revenue per available room is $128. Registry Resort has received Mobile Travel
Guide's Four Star Award, as well as AAA's Four Diamond Award, and been cited by
Conde Nast Traveler magazine as one of the best resorts in the United States.

Pier 66. Pier 66 is a destination luxury resort and marina complex located
on 23 acres of land fronting the Intracoastal Waterway in Fort Lauderdale,
Florida. Pier 66 consists of 380 luxury guest rooms, a 142 slip marina, three
swimming pools, 22,000 square feet of meeting space and six restaurants and
lounges. Pier 66 has an average occupancy of 67% at an average daily room rate
of $138. The total room revenue per available

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room is $93. The Pier 66 Marina has an average occupancy of 61% at an average
daily slip rate of $79. Pier 66 has received the Mobil Travel Guide's Four Star
Award and AAA's Four Diamond Award.

Bahia Mar. Bahia Mar is a destination luxury resort and marina complex
located on 40 acres of land fronting the Atlantic Ocean. Bahia Mar consists of
300 rooms, a 350 slip marina, four tennis courts, 20,000 square feet of flexible
meeting space and 23,000 square feet of retail space. Bahia Mar has an average
occupancy of 61% at an average daily room rate of $104. The total room revenue
per available room is $63. The Bahia Mar Marina has an average occupancy of 49%
at an average daily slip rate of $47. Because of recent renovations to the
resort and certain administrative changes designed to improve efficiency,
management expects that occupancy percentages and room rates will continue to
improve. Bahia Mar has received the Mobile Travel Guide's Three Star Award and
AAA's Three Diamond Award, as well as the 1995 Radisson President's Award and a
City of Fort Lauderdale Community Appearance Award. The Bahia Mar marina is host
to the International Boat Show, an annual six day boating and marine event which
is billed as the world's largest in-water Boat Show.

Franchise, Owner and License Agreements

Franchise Agreement. Upon the acquisition of Pier 66, Panthers Holdings
assumed the rights under a 20-year franchise agreement (the "Hyatt Franchise
Agreement") with Hyatt Franchise Corporation ("Hyatt"). The agreement terminates
on November 14, 2014 and contains various early termination provisions and
provides for liquidated damages upon such early termination. The Hyatt Franchise
Agreement provides for monthly royalty fees based on a percentage of gross room
revenue, in the amount of 4.0% through November 30, 1997 and 5.0% thereafter.

The Hyatt Franchise Agreement also provides for the pro rata allocation of
certain Hyatt "allocable chain expenses" based on the relation of Pier 66's
total number of guest rooms to the average number of guest rooms in all Hyatt
hotels in the United States along with assessments for Gold Passport and
national/regional sales promotions. A fee for the use of the Hyatt reservation
system is also allocated to Pier 66.

The Hyatt Franchise Agreement also requires that a reserve, equal to four
percent of gross room revenues, be maintained in respect of Pier 66 for
replacement of furniture, fixtures and equipment and those repairs and
maintenance costs which are capitalizable under generally accepted accounting
principles. The franchise agreement requires significant renovations of guest
rooms, corridors and other public areas to be performed every five to six years.
The replacement of other furniture, fixtures and equipment, as defined in the
agreement, is to occur every 10 to 12 years.

Owner Agreement. Upon the acquisition of Pier 66, Panthers Holdings
assumed the rights under the Hyatt Hotel Franchise Owner Agreement (the "Owner
Agreement"), pursuant to which the parties agree that Hyatt shall notify
Panthers Holdings upon a voluntary surrender, a default or a breach by Pier 66
Management under the Hyatt Franchise Agreement and Panthers Holdings shall have
an opportunity to cure any such breach or default. In addition, upon any
termination of Pier 66 management under the Pier 66 Management Agreement, the
Hyatt Franchise Agreement shall terminate unless Panthers Holdings employs a
substitute manager that Hyatt approves, provided such manager is qualified under
the terms of the Owner Agreement. The substitute manager will assume the duties
and responsibilities as franchisee under the Hyatt Franchise Agreement. The
Owner Agreement also contains requirements that Hyatt consent to any financing
transactions, sales or other transfers involving Pier 66, which consent shall
not be unreasonably withheld or delayed by Hyatt. The Owner Agreement also
obligates Panthers Holdings to observe and be bound by certain terms, conditions
and restrictions contained in the Hyatt Franchise Agreement.

License Agreement. Upon the acquisition of Bahia Mar, Panthers Holdings
assumed the rights under a ten-year license agreement (the "Radisson License
Agreement") with Radisson Hotels International, Inc. ("Radisson"). The terms of
the Radisson License Agreement allow Panthers Holdings to operate the hotel
using Radisson's proprietary hotel management system. Annual fees payable to
Radisson pursuant to the Radisson License Agreement are 4.0% of the first $7.0
million of gross room sales and 5.0% of gross room sales (as defined by the
license agreement) in excess of $7.0 million through December 31, 1997. The
remainder of the term requires fees in the amount of 5.0% of gross room sales.

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Management Agreements

Panthers Holdings is a party to a hotel management agreement (the "Pier 66
Management Agreement") with Pier 66 Management pursuant to which Pier 66
Management operates Pier 66. Pier 66 Management has managed Pier 66 since June
29, 1993. The remaining term of the Pier 66 Management Agreement is
approximately three years, and it provides for an annual management fee of
approximately $500,000, payable in monthly installments, and it requires Pier 66
Management to set aside cash from Pier 66 operations for the purchase,
replacement and renewal of furniture, fixtures and equipment and non-routine
repairs and maintenance to the building. The amount to be reserved is 4.0% of
Pier 66's gross revenues each month during the term of the Pier 66 Management
Agreement.

Panthers Holdings is also a party to a separate hotel management agreement
(the "Bahia Mar Management Agreement") with Bahia Mar Management pursuant to
which Bahia Mar Management operates Bahia Mar. Bahia Mar Management has managed
Bahia Mar since June 30, 1994. The remaining term of the Bahia Mar Management
Agreement is approximately three years. The Bahia Mar Management Agreement
requires annual fees equal to 2.0% of gross room sales payable in monthly
installments and it requires Bahia Mar Management to set aside cash from Bahia
Mar operations for the purchase, replacement and renewal of furniture, fixtures
and equipment and non-routine repairs and maintenance to the building. The
amount to be reserved is 4.0% of Bahia Mar's gross revenues each month during
the term of the Bahia Mar Management Agreement.

Environmental Matters

Under various federal, state, and local environmental laws and regulations,
an owner or operator of real estate may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such property. In
connection with the ownership and operation of its properties, Panthers Holdings
may be potentially liable for any such costs. Phase I environmental site
assessments (the "Phase I Assessments") have been obtained for the real property
on which each of the Resort Facilities is located. Phase I Assessments are
intended to identify existing, potential and suspected environmental
contamination and regulatory compliance concerns, and generally include
historical reviews of the property, reviews of certain public records,
preliminary investigations of the site and surrounding properties and the
preparation and issuance of written reports. The Phase I Assessments have not
revealed any environmental liability or compliance concerns that Panthers
Holdings believes would have a material adverse effect on Panthers Holdings'
business, assets, results of operations or liquidity of its Leisure and
Recreation Business, nor is Panthers Holdings aware of any such material
liability or concern. Phase I Assessments cannot, however, provide full and
complete knowledge of environmental conditions and compliance matters.
Therefore, no assurances can be given that material environmental liabilities or
compliance concerns do not exist or that there are no material environmental
liabilities or compliance concerns of which Panthers Holdings' is unaware.

ENTERTAINMENT AND SPORTS BUSINESS

Management Team

Panthers Holdings has assembled a management team with significant business
experience in entertainment and sports to implement Panthers Holdings' business
strategy as it relates to the Entertainment and Sports Business. The members of
Panthers Holdings' Entertainment and Sports management team include:

William Torrey. Mr. Torrey has been the President and Governor of the
Florida Panthers Hockey Club, Inc. ("Panthers Inc.") since September 1993. Prior
to joining Panthers Holdings, Mr. Torrey was associated with the New York
Islanders Hockey Club (the "Islanders") for twenty-one years in various
capacities. From June 1989 to August 1992, Mr. Torrey served as Chairman of the
Board of the Islanders. From September 1978 to August 1992, Mr. Torrey served as
the President of the Islanders, and from February 1972 to August 1992 he served
as the General Manager of the Islanders. Mr. Torrey is a member of the Hockey
Hall of Fame, in recognition of his accomplishments as an executive.

Alex Muxo. Mr. Muxo has been the President of Arena Development and Arena
Operator since September 1996. From January 1995 to July 1996, Mr. Muxo served
as a Vice President of Huizenga Holdings. Prior to joining Huizenga Holdings,
Mr. Muxo served as a Vice President of Blockbuster and

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Blockbuster Park from May 1994 to January 1995. Prior thereto, Mr. Muxo was the
City Manager of the City of Homestead, Florida. During his tenure with the City
of Homestead, Mr. Muxo directed and managed the development of Homestead
Baseball Stadium, the development of Miami MotorSports Race Track and the
substantial redevelopment and reconstruction work required as a result of
Hurricane Andrew.

Judson Perkins. Mr. Perkins has been President of Panthers Holdings'
Entertainment and Recreation Division since May 1997. Prior to joining Panthers
Holdings, Mr. Perkins served as President of the National Basketball
Association's (the "NBA") Events and Attractions Group. Prior to his association
with the NBA, Mr. Perkins was President and CEO of the Kiel Center Arena in St.
Louis, where he was responsible for the design, development, construction and
operation of the Kiel Center Arena. From 1987 through 1992, Mr. Perkins held the
post of President, Facilities Development and Management Group at Madison Square
Garden Corporation, where, in addition to his other duties, he was responsible
for the $200 million renovation of Madison Square Garden. Mr. Perkins has also
held a senior management position with MSG International, a facility consulting
company.

Panthers Holdings' Entertainment and Sports Business currently consists of
Panthers Holdings' hockey operations, arena development and management
operations and ice skating rink operations.

Hockey Operations

Panthers Holdings' hockey operations consist of the ownership and operation
of the Panthers, a professional hockey team of the NHL. Panthers Holdings
derives its hockey revenue principally from the sale of tickets to the Panthers'
home games and national and local broadcasting of Panthers games. The Panthers
home games were sold out during the 1996-97 season and are sold out for the
current 1997-98 season. The Panthers share equally with the other member clubs
in the NHL broadcasting contracts with Fox Broadcasting Co., ESPN, Inc. and
Molson Breweries of Canada Limited and also have in place a local broadcasting
contract with SportsChannel Florida Associates, a Florida limited partnership,
70% of which is owned by H. Wayne Huizenga, the Chairman of Panthers Holdings'
Board of Directors. Panthers Holdings also generates revenue from the sale of
advertising in game programs and at certain limited locations at the Miami
Arena. In addition, Panthers Holdings derives promotional revenue from various
sponsored events.

Miami Arena. Panthers Holdings owns approximately 78% of the partnership
interests in Decoma, which derives all of its revenue from Miami Arena
operations. The Panthers currently play in the Miami Arena, which has a seating
capacity of only 14,703. The size of the Miami Arena limits Panthers Holdings'
ability to generate revenue from concessions and the sale of additional tickets.
Also, under the terms of the Panthers' current agreement with the Miami Arena,
the Miami Heat of the NBA, as the primary tenant, controls revenue generated
from the sale of suites and a majority of the advertising, further limiting
Panthers Holdings' ability to generate certain revenue which is generally
available to other NHL franchises. With the scheduled completion of the Broward
County Arena by October 1998, Panthers Holdings anticipates the 1997-98 season
to be the Panthers' final season at the Miami Arena. Panthers Holdings believes
its ability to generate additional revenue will be enhanced upon the Panthers'
move to the Broward County Arena. See "Arena Development and Operations."

The National Hockey League Governance. The NHL is generally responsible
for regulating the conduct of its members. The NHL establishes the regular
season and playoff schedules of the teams. It also negotiates, on behalf of its
members, the league's national over-the-air and cable television contracts and
the collective bargaining agreement with the NHL Players' Association. Because
the NHL is a joint venture, each of its members is, in general, jointly and
severally liable for the league's liabilities and obligations and shares in its
profits. Under the terms of the Constitution and Bylaws of the NHL, league
approval is required under certain circumstances, including in connection with
the sale or relocation of a member.

The NHL and the NHL Players' Association entered into a seven-year NHL
Collective Bargaining Agreement on August 11, 1995 that took retroactive effect
as of September 16, 1993. The NHL Collective Bargaining Agreement, as amended,
expires in September 2004.

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Restrictions on Ownership. The NHL Constitution and Bylaws contain
provisions which may in some circumstances operate to prohibit a person from
acquiring the Class A Common Stock, thereby affecting its value. In general, any
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding a 5% or more interest in Panthers Holdings, and each
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding any multiple of a 5% interest, will require the prior
approval of the NHL, which may be granted or withheld in the sole discretion of
the NHL. In addition, no person who directly or indirectly owns any interest in
a privately-held NHL team, or a 5% or more interest in any other publicly-held
NHL team, may own, directly or indirectly, a 5% or more interest in Panthers
Holdings, without the prior approval of the NHL. Furthermore, the grant of a
security interest in any of the assets of the Panthers, or any direct or
indirect ownership interest in Panthers Holdings, of 5% or more, shall require
the prior approval of the NHL, which may be withheld in the NHL's sole
discretion and, in that connection, the NHL will require a consent agreement
satisfactory to the NHL. See "Risk Factors -- NHL Membership -- Potential
Liabilities and Ownership Restrictions."

Control Requirement. Unless otherwise permitted by the NHL, Mr. Huizenga
is required to maintain voting control of Panthers Holdings at all times.
Panthers Holdings issued to Mr. Huizenga shares of Class B Common Stock to
satisfy the control requirements of the NHL. See "Risk Factors -- Control by H.
Wayne Huizenga; Voting Rights."

Arena Development and Operations

Development of the Broward County Arena. In June 1996, Panthers Holdings
entered into an agreement with Broward County to develop the Broward County
Arena, which will be owned by Broward County. The costs incurred in connection
with the construction of the Broward County Area are paid primarily through
tourist "bed tax" collections. Panthers Holdings will bear all costs relating to
the development of the Broward County Arena in excess of $184.7 million;
however, it may require Broward County to advance an additional $18.5 million,
which Panthers Holdings will repay as supplemental rent. There can be no
assurance that costs associated with the Broward County Arena will not exceed
the $184.7 million budget.

Operation of the Broward County Arena. In June 1996, Panthers Holdings
entered into a 30-year license agreement (the "License Agreement") and
co-terminus operating agreement (the "Operating Agreement") pursuant to which
Panthers Holdings will utilize and operate the Broward County Arena. Under the
License Agreement, Panthers Holdings is entitled to retain (i) 95% of all
revenue derived from the sale of general seating tickets to the Panthers' home
games and all of certain other hockey-related advertising and merchandising
revenue and (ii) the first $14.0 million of "net operating income" generated by
the Broward County Arena and 80% of all net operating income in excess of $14.0
million generated by the Broward County Arena, with Broward County receiving the
remaining 20%. Net operating income is defined to include revenue from building
naming rights, food and beverage concessions, parking, non-hockey related
advertising and all other revenue generated from non-hockey events, offset by
certain arena operating and financing costs. The License Agreement requires that
Panthers Holdings loan to Broward County all amounts that are necessary to allow
Broward County to meet certain financial obligations relating to the Broward
County Arena at an interest rate of prime plus two percent. Broward County is
required to repay any loan made by Panthers Holdings on a priority basis from
revenue generated primarily from the collection of tourist "bed taxes."

The License Agreement commencement date will occur upon 30 days notice of
the completion of construction of the Broward County Arena, which is currently
scheduled for October 1, 1998; however, commencement of the License Agreement
may be deferred by Panthers Holdings until the following NHL hockey season in
the event the Broward County Arena is completed between March 1 and July 1 of
1999. Once commenced, the License Agreement is for a term of 30 years, which
term may be extended for five year periods, subject to certain conditions,
pursuant to options granted to Panthers Holdings by Broward County.

Ice Rinks

As part of its strategy to capitalize on the popularity of hockey in
general, and the Panthers, in particular, Panthers Holdings' currently operates
Incredible Ice and Gold Coast. Incredible Ice and Gold Coast are open

33
<PAGE> 38

to the general public and derive their revenues from, among other things, fees
charged to the public for use of the facilities for various hockey and skating
programs, open skating sessions, food and beverage sales and retail merchandise
sales.

Decoma

Panthers Holdings owns approximately 78% of the partnership interests in
Decoma, which derives all of its revenue from its Miami Arena operations. Income
is derived from seat use charges imposed on tickets sold at the Miami Arena, net
of fixed and variable operating payments.

COMPETITION

Competition in Leisure and Recreation Business. The resort and hotel
industry is highly competitive. Competitive factors within the resort and hotel
industry include room rates, quality of accommodations, service levels,
convenience of location, reputation, reservation systems, name recognition, and
availability of alternative resort and hotel operations in local markets. Each
of the Resort Facilities has a number of competitors. An increase in the number
of competitive resort and hotel facilities in each of the Resort Facilities'
respective markets could have a material adverse effect on the levels of
occupancy and average room rates of each of the Resort Facilities. Further,
there can be no assurance that new or existing competitors will not
significantly reduce their rates or offer greater convenience, services or
amenities or significantly expand, improve or develop facilities in the markets
in which the Resort Facilities compete, thereby adversely affecting Panthers
Holdings' resort and hotel operations.

Competition in Entertainment and Sports Business. The Panthers compete for
entertainment and sports dollars not only with other major league sports, but
also with college athletics and other sports-related entertainment. During
portions of its season, the Panthers experience competition from professional
basketball (the Miami Heat), professional football (the Miami Dolphins) and
professional baseball (the Florida Marlins). Mr. Huizenga currently controls the
Miami Dolphins and the Florida Marlins. In addition, the colleges and
universities in South Florida, as well as public and private secondary schools,
offer a full schedule of athletic events throughout the year. The Panthers also
compete for attendance and advertising revenue with a wide range of other
entertainment and recreational activities available in South Florida.
Additionally, the Panthers compete with other NHL and non-NHL teams,
professional and otherwise, for available players.

EMPLOYEES

Panthers Holdings currently employs approximately 2,250 full-time and
approximately 600 part-time employees in connection with its Leisure and
Recreation Business. Not included in these figures are approximately 480 persons
working at Pier 66 and 240 persons working at Bahia Mar who are employees of
Pier 66 Management and Bahia Mar Management, respectively. Panthers Holdings
employs approximately 130 full-time employees and 80 part-time employees in
connection with its Entertainment and Sports Business. None of these employees,
other than the Panthers hockey players, are subject to any collective bargaining
agreement and each of Panthers Holdings, Pier 66 Management and Bahia Mar
Management believes that its relationship with its employees is good.

INSURANCE

Panthers Holdings maintains comprehensive insurance on the Resort
Facilities, including liability, fire and extended coverage, in the types and
amounts customarily obtained by an owner and operator in the resort and hotel
industry. Panthers Holdings maintains various insurance coverages on behalf of
the Panthers through the NHL, primarily including players disability and roster
catastrophe insurance coverage. Panthers Holdings also maintains the types and
amounts of insurance coverage that it considers appropriate for its other
businesses, including, but not limited to, workers' compensation insurance,
casualty insurance against loss or damage to the Broward County Arena and
occupancy insurance in an amount not less than estimated annual revenue to be
derived from the Broward County Arena. While Panthers Holdings believes that its
insurance coverage is adequate, if Panthers Holdings were held liable for
amounts exceeding the limits of its insurance

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<PAGE> 39

coverage or for claims outside the scope of its insurance coverage, such
liability could have a material adverse effect on Panthers Holdings' financial
condition or results of operations.

CUSTOMERS AND MARKETING

Leisure and Recreation Business. The core customer base for Panthers
Holdings' Leisure and Recreation Business consists of corporate and other group
customers, individual business travelers and upscale leisure travelers. Panthers
Holdings believes that such a customer base will allow it to experience more
stable growth and mitigate the adverse effects of economic downturns better than
the hotel and lodging market in general. Panthers Holdings' marketing efforts
focus on increasing business with existing customers as well as increasing its
upscale clientele. Panthers Holdings' marketing efforts involve (i) Panthers
Holdings' use of its sales force to develop national corporate and other group
business for its Resort Facilities by focusing on identifying, obtaining and
maintaining corporate and other group accounts whose employees conduct business
nationwide and (ii) Panthers Holdings' use of advertisements that target
individual business travelers and upscale leisure travelers in magazines such as
Conde Nast Traveler, Travel and Leisure, Travel Weekly, Meetings and
Conventions, along with The New York Times newspaper.

Entertainment and Sports Business. Panthers Holdings intends to capitalize
on the increasing popularity of hockey by continuing to advertise and market the
Panthers, as well as continuing to enhance the service and entertainment
provided at games.

REGULATIONS

The resort industry is subject to numerous federal, state and local
government regulations, including those relating to the preparation and sale of
food and beverages (such as health and liquor laws) and building and zoning
requirements. Panthers Holdings is also subject to laws governing its
relationship with employees, including minimum wage requirements, overtime
working conditions and work permit requirements. Panthers Holdings believes that
it has the necessary permits and approvals to operate the Resort Facilities and
their respective businesses and the facilities associated with its Entertainment
and Sports Business.

Under the Americans with Disabilities Act of 1990 (the "ADA"), all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. While Panthers Holdings believes that the
Resort Facilities and its other facilities are in compliance with these
requirements, a determination that Panthers Holdings is not in compliance with
the ADA could result in the imposition of fines or an award of damages to
private litigants.

SEASONALITY

The business of the Resort Facilities is generally seasonal. The Resort
Facilities, each of which is located in the state of Florida, have historically
experienced higher revenues and operating income in the first and fourth
quarters of each calendar year due to increased rates of occupancy and room
rental rates during the winter months. This seasonality also results in higher
operating costs during these quarters. In addition, the state of Florida is
subject to tropical weather and storms (typically in summer months) which, if
severe, can interrupt the normal operations of the Resort Facilities and
adversely affect tourism.

The NHL regular season begins during the fall and ends in late spring. As a
result, Panthers Holdings realizes the vast majority of its hockey revenue and
incurs the vast majority of its hockey expenses during that period.

TRADEMARKS

Panthers Holdings utilizes a brand name strategy depending on the Resort
Facilities' market environment and the Resort Facilities' unique
characteristics. Panthers Holdings presently uses two national trade names for
two of the Resort Facilities pursuant to licensing arrangements with national
franchisors. Panthers Holdings owns and utilizes certain trademarks in
connection with its Entertainment and Sports Business. These trademarks relate
primarily to the Panthers and the hockey operations.

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<PAGE> 40

LITIGATION

On October 9, 1997, Bernard Kalishman filed a purported shareholder
derivative and class action lawsuit on behalf of Panthers Holdings, as nominal
defendant, against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson, Egan and
Evans and William Torrey, a former director of Panthers Holdings, in the
Seventeenth Judicial Circuit in and for Broward County, Florida. The suit
alleges, among other things, that each of the defendants (other than Mr. Egan)
breached contractual and fiduciary obligations owed to Panthers Holdings and its
stockholders by engaging in self-dealing transactions in connection with
Panthers Holdings' purchase of Pier 66 and Bahia Mar. The suit seeks to impose a
constructive trust on alleged excessive compensation paid to the prior owners of
Pier 66 and Bahia Mar or to have damages assessed against the defendants.
Panthers Holdings believes that this suit is without merit and intends to defend
vigorously against this suit.

On April 9, 1997, Allied Minority Contractors Association, Inc., South
Florida Chapter of NAMC, Overnight Success Construction, Inc., Reed Jr.
Plumbing, Inc. and Christopher Mallard (collectively, the "Broward County
Plaintiffs") filed a suit against Broward County and Arena Development in the
Seventeenth Judicial Circuit in and for Broward County, Florida. This suit
alleges that Broward County entered into the agreement with Panthers Holdings to
develop the Broward County Arena in violation of Florida law and Broward County
ordinances. The Broward County Plaintiffs seek, among other things, to nullify
the agreement between Broward County and Panthers Holdings to develop the
Broward County Arena. Panthers Holdings believes that this suit is without merit
and intends to defend vigorously against this suit. An unfavorable outcome of
the suit may have a material adverse effect on Panthers Holdings' financial
condition or results of operations. On July 10, 1997, the trial court denied the
Broward County Plaintiffs' motion for a temporary restraining order. This case
is set for trial on February 2, 1998.

On January 28, 1997, February 4, 1997 and March 18, 1997, purported class
action lawsuits were filed against Panthers Holdings and Messrs. Huizenga,
Johnson, Rochon, Berrard, Hudson, Dauria and Evans in the United States District
Court for the Southern District of Florida. The suits allege, among other
things, that the defendants violated Section 10(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 thereunder, by
making untrue statements or omitting to state material facts, in connection with
sales of the Class A Common Stock by the plaintiff and others in the purported
class between November 13, 1996 and December 22, 1996. The suits generally seek,
among other things, certification as a class and an award of damages in an
amount to be determined at trial. Panthers Holdings believes that this suit is
without merit and intends to defend vigorously against this suit. An unfavorable
outcome of the suit may have a material adverse effect on Panthers Holdings'
financial condition or results of operations.

A lawsuit was filed on January 9, 1997 by Arena Development seeking a
determination as to the applicability of Broward County's Prevailing Wage
Ordinance to the construction of the Broward County Arena. The suit was filed in
the Seventeenth Judicial Circuit in and for Broward County, Florida. The
complaint filed alleged that the Prevailing Wage Ordinance did not apply to the
construction of the Facility for two reasons: (i) the Prevailing Wage Ordinance
only applies to construction contracts in excess of $250,000 to which Broward
County is a party and Broward County is not a party to the construction contract
between Arena Development and the general contractor, and (ii) the Development
Agreement contains all the obligations and responsibilities of both parties and
does not include a provision mandating that Arena Development comply with the
Prevailing Wage Ordinance. The Prevailing Wage Ordinance requires that all
contracts to which the ordinance applies must contain such a provision. The
lawsuit asked for a declaratory judgment finding that the Prevailing Wage
Ordinance did not apply to the construction of the Facility and that Arena
Development could continue without reference to the ordinance. On February 21,
1997, the Seventeenth Judicial Circuit Court ruled against Panthers Holdings'
complaint, finding that the Prevailing Wage Ordinance was applicable. Panthers
Holdings has appealed the decision rendered by the court and the trial court's
order has been stayed pending appeal. An unfavorable outcome of this suit may
require Panthers Holdings to incur additional costs of up to $4.5 million.

On September 4, 1996, Timothy Johanson, Walter Johanson and Veronica
Juliano (the "ADA Plaintiffs") filed a lawsuit against Panthers Holdings, among
others, in the United States District Court for the Southern District of
Florida. The suit alleged that Panthers Holdings violated the ADA in connection
with

36
<PAGE> 41

the development of the Broward County Arena by (i) failing to make reasonable
modifications in policies, practices or procedures, (ii) failing to take such
steps as may be necessary to ensure that no individual with a disability is
excluded, denied services, segregated or otherwise treated differently and (iii)
failing to remove architectural barriers and communications barriers. The ADA
Plaintiffs sought, among other things, to (A) obtain a judgment mandating
Panthers Holdings to revise, modify and remove certain barriers at the Broward
County Arena that may prevent persons with disabilities from having access to
the facility and take steps necessary to ensure that no person with a disability
is excluded, denied services, segregated or otherwise treated differently, to
the extent required by law, and (B) be awarded reasonable attorneys' fees, costs
and expenses incurred in connection with the suit. On October 9, 1997, the ADA
Plaintiffs agreed to voluntarily dismiss their case without prejudice.

Panthers Holdings is not presently involved in any other material legal
proceedings. However, Panthers Holdings may from time to time become a party to
legal proceedings arising in the ordinary course of business, which are
incidental to the business.

RECENT DEVELOPMENTS

On November 17, 1997, Panthers Holdings' stockholders approved the
Reincorporation. The Reincorporation was effected promptly upon stockholder
approval by merging Panthers Holdings into Panthers Delaware, pursuant to the
Merger Agreement. Panthers Delaware was a wholly-owned subsidiary of Panthers
Holdings which was incorporated in Delaware solely for the purpose of effecting
the Reincorporation. Prior to the Reincorporation, Panthers Delaware had no
material assets and no business operations. Upon consummation of the
Reincorporation, Panthers Delaware was the surviving corporation and continued
to exist in its present form under the name "Florida Panthers Holdings, Inc.,"
while Panthers Holdings' separate corporate existence ceased. Accordingly, all
references herein to "Panthers Holdings" shall mean "Panthers Delaware."

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<PAGE> 42

MANAGEMENT OF PANTHERS HOLDINGS

DIRECTORS AND EXECUTIVE OFFICERS

The directors and the executive officers of Panthers Holdings are as
follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
H. Wayne Huizenga......................... 59 Chairman of the Board
Richard C. Rochon......................... 40 Vice Chairman of the Board
Richard H. Evans.......................... 52 President and Director
William M. Pierce......................... 46 Senior Vice President and Chief Financial Officer
Richard L. Handley........................ 50 Senior Vice President and General Counsel
J. Ronald Castell......................... 59 Senior Vice President -- Investor Relations and
Communications
Steven M. Dauria.......................... 36 Vice President and Corporate Controller
Steven R. Berrard......................... 43 Director
Dennis J. Callaghan....................... 48 Director
Michael S. Egan........................... 57 Director
Chris Evert............................... 42 Director
Harris W. Hudson.......................... 54 Director
George D. Johnson, Jr..................... 54 Director
Henry Latimer............................. 59 Director
</TABLE>

All directors are elected to serve until the next annual meeting of
shareholders and until their successors are elected and qualified. Officers
serve at the pleasure of the Board of Directors.

H. Wayne Huizenga has been Panthers Holdings' Chairman of the Board since
September 1996. Mr. Huizenga also has been Chairman of the Board of Republic
Industries, Inc., a diversified company with operations in the automotive and
solid waste industries ("Republic"), since August 1995. Mr. Huizenga served as
Chief Executive Officer of Republic from August 1995 until October 1996, and has
served as Co-Chief Executive Officer of Republic since October 1996. Mr.
Huizenga has been Chairman of the Board of Extended Stay America, Inc., an
extended stay lodging facilities company ("Extended Stay"), since January 1995.
Mr. Huizenga served as the Vice Chairman of Viacom, Inc., a diversified media
and entertainment company ("Viacom"), from September 1994 until October 1995.
Mr. Huizenga also served as the Chairman of the Board of Blockbuster
Entertainment Group, a division of Viacom ("Blockbuster Entertainment Group"),
from September 1994 until October 1995. From April 1987 through September 1994,
Mr. Huizenga served as the Chairman of the Board and Chief Executive Officer of
Blockbuster Entertainment Corporation ("Blockbuster"), during which time he
helped build Blockbuster from a 19-store chain into the world's largest video
and music retailer. In September 1994, Blockbuster merged into Viacom. In 1971,
Mr. Huizenga co-founded Waste Management, Inc. ("Waste Management"), which he
helped build into the world's largest integrated environmental services company,
and he served in various capacities, including the President, the Chief
Operating Officer and a director from its inception until 1984. Mr. Huizenga
also currently owns or controls the Miami Dolphins and the Florida Marlins, both
professional sports franchises, as well as Pro Player Stadium, in South Florida.
Mr. Huizenga is the brother-in-law of Mr. Hudson.

Richard C. Rochon has been a director of Panthers Holdings since September
1996 and has served as Panthers Holdings' Vice Chairman since April 1997. Mr.
Rochon has also been the President of Huizenga Holdings, Inc. ("Huizenga
Holdings"), a privately-held diversified holding company controlled by Mr.
Huizenga, since 1988. Prior to joining Huizenga Holdings, he was a certified
public accountant at Coopers & Lybrand, an international public accounting firm.
Mr. Rochon is also a director of International Alliance Services, Inc., a
diversified services company.

Richard H. Evans has been Panthers Holdings' President and a director since
September 1996. From April 1993 to September 1996, Mr. Evans served as the Chief
Operating Officer of Gaylord Entertainment Company, a diversified entertainment,
hospitality (Opryland Hotel) and communications company ("Gaylord
Entertainment"). Prior to joining Gaylord Entertainment, Mr. Evans served as
President and Chief Executive Officer of Dorna USA, a sports marketing company,
from January 1992 to February 1993. Mr. Evans also

38
<PAGE> 43

served as the President and Chief Executive Officer of Madison Square Garden
Corporation from 1987 to 1991 and as Chairman and Chief Executive Officer of
Radio City Music Hall Productions from 1980 to 1986. Mr. Evans began his
professional career with the Walt Disney Company, where he was involved in the
development and construction of Walt Disney World. Subsequent to the opening of
Walt Disney World, Mr. Evans was responsible for the operations of Walt Disney
World's resort hotels and recreational facilities. Prior to joining Panthers
Holdings, Mr. Evans served as a director of Genesco, Inc. and Bass Pro Shops.

William M. Pierce has been Panthers Holdings' Senior Vice President and
Chief Financial Officer and a director of Florida Panthers Hockey Club, Inc.
("Panthers, Inc."), the general partner of the Panthers, since November 1996.
From January 1990 to March 1997, Mr. Pierce served as an officer of Huizenga
Holdings and as the chief financial officer and a director of numerous private
companies owned by Mr. Huizenga.

Richard L. Handley joined Panthers Holdings as a Senior Vice President and
General Counsel in May 1997. Mr. Handley has also held the positions of Senior
Vice President and General Counsel with Huizenga Holdings since May 1997. Prior
to joining Panthers Holdings, Mr. Handley served as a Senior Vice President and
the General Counsel of Republic from October 1995 to May 1997. From June 1993
until joining Republic, he was a principal of Randolph Management Group, Inc., a
management consulting firm specializing in the environmental industry. Prior to
that, Mr. Handley was Vice President, Secretary and General Counsel of The Brand
Companies, Inc., an environmental services company, from July 1990 until May
1993. From September 1985 to July 1990, Mr. Handley held various legal positions
with affiliates of Waste Management. Prior to September 1985, Mr. Handley was a
lawyer in private practice in Chicago, Illinois.

J. Ronald Castell joined Panthers Holdings as Senior Vice President
Investor Relations and Communications in June 1997. From August 1995 to June
1997, Mr. Castell served as Senior Vice President Communications Strategy and
Service of Republic. Prior to joining Republic, Mr. Castell had been Executive
Vice President and a member of the Office of the President at Spelling
Entertainment Group, Inc., a Los Angeles-based subsidiary of Blockbuster
Entertainment Group ("Spelling Entertainment"). In August 1991, he became Senior
Vice President of Programming and Communications for Blockbuster, and served in
that capacity until Blockbuster's merger with Viacom in September 1994. Mr.
Castell joined Blockbuster in February 1989 as Senior Vice President of
Programming and Merchandising. From October 1985 to February 1989 he was Vice
President of Marketing and Merchandising at Erol's, a chain of video and
electronics stores headquartered in Washington, D.C. Mr. Castell has also held
senior executive marketing positions with the Communications Satellite
Corporation, Warner Communications, Group W Satellite Communications, Banc One
and Federated Department Stores.

Steven M. Dauria has served as Panthers Holdings' Vice President and
Corporate Controller since March 1997. Mr. Dauria served as Panthers Holdings'
Vice President and Chief Financial Officer from September 1996 to March 1997.
Mr. Dauria also has served as the Vice President and Chief Financial Officer of
Panthers, Inc. since July 1996. From July 1994 to July 1996, Mr. Dauria served
as Director of Finance and Administration and Chief Financial Officer of
Panthers, Inc. and, from December 1993 to July 1994, Mr. Dauria served as the
Controller of both the Panthers and the Florida Marlins, a major league baseball
franchise ("MLB Franchise"). Prior to joining the Panthers, Mr. Dauria served as
the Controller of the New York Yankees, a MLB Franchise, from November 1991 to
December 1993, and was previously associated with Time Warner, Inc. and Coopers
& Lybrand, an international public accounting firm.

Steven R. Berrard has been a director of Panthers Holdings since September
1996. Mr. Berrard has been Co-Chief Executive Officer, President and a director
of Republic since October 1996. Since March 1996, Mr. Berrard has served as
Chief Executive Officer of AutoNation Incorporated ("AutoNation"), which owns
and operates a developing national chain of used vehicle retailing megastores,
and which was acquired by Republic in January 1997. From September 1994 through
March 1996, Mr. Berrard served as President and Chief Executive Officer of
Blockbuster Entertainment Group. Mr. Berrard joined Blockbuster in June 1987 as
Senior Vice President, Treasurer and Chief Financial Officer and became a
director of Blockbuster in May 1989. He became Vice Chairman of the Board of
Blockbuster in November 1989 and served as Blockbuster's President and Chief
Operating Officer from January 1993 until September 1994. Mr. Berrard

39
<PAGE> 44

helped build Blockbuster from a 19-store chain into the world's largest video
and music retailer. In September 1994, Blockbuster merged into Viacom. In
addition, Mr. Berrard served as President and Chief Executive Officer and a
director of Spelling Entertainment from March 1993 through March 1996, and
served as a director of Viacom from September 1994 until March 1996.

Dennis J. Callaghan is a Managing Director of Panthers Holdings' Resort
Division and has been a director of Panthers Holdings since July 1997. From 1990
to 1997, Mr. Callaghan was President of Callaghan & Partners, Ltd., an entity
founded by Mr. Callaghan to acquire, develop, finance, renovate and manage
resorts, hotels and residential and commercial properties in the United States
and abroad. Mr. Callaghan was an affiliate of the Boca Raton Hotel and Club
("Boca Resort") and was appointed to Panthers Holdings' Board of Directors in
connection with the acquisition of Boca Resort.

Michael S. Egan has been a director of Panthers Holdings since April 1997.
Mr. Egan has served as Chairman of Alamo Rent-A-Car, Inc. since 1973. Mr. Egan
is also Chairman of Certified Vacations, a tour company, and The Globe, an
internet-based new media company.

Chris Evert has been a director of Panthers Holdings since July 1997. Since
retiring from professional tennis in 1989, Ms. Evert has served as a sports
commentator and continued to serve as a corporate spokesperson. In March 1989,
Ms. Evert founded Chris Evert Charities, Inc. and continues to be involved in
its charitable activities. Ms. Evert is the owner and head coach of the Evert
Tennis Academy in Boca Raton, Florida.

Harris W. Hudson has been a director of Panthers Holdings since September
1996. Mr. Hudson has been a director of Republic since August 1995 and
Vice-Chairman of Republic since October 1996. From August 1995 to October 1996,
Mr. Hudson served as the President of Republic. Prior thereto, Mr. Hudson served
as the Chairman of the Board, Chief Executive Officer and President of Hudson
Management Corporation. Mr. Hudson is the brother-in-law of Mr. Huizenga.

George D. Johnson, Jr. has been a director of Panthers Holdings since
September 1996. Since January 1995, Mr. Johnson has served as President, Chief
Executive Officer and a director of Extended Stay. From August 1993 until
January 1995, Mr. Johnson served in various executive positions with Blockbuster
Entertainment Group and, prior to its merger with Viacom, with Blockbuster,
including as President of the Consumer Products Divisions, and also as a
director of Blockbuster. From July 1987 until August 1993, Mr. Johnson was the
managing general partner of WJB Video Limited Partnership, which became the
largest Blockbuster franchisee with over 200 video stores prior to its merger
with Blockbuster in August 1993. Mr. Johnson also serves as a director of
Republic and as a director of Duke Power Company.

Henry Latimer has been a director of Panthers Holdings since August 1997.
Since 1994, Mr. Latimer has been the Partner-in-Charge in the Fort Lauderdale
office of the law firm of Eckert Seamans Cherin & Mellot. From 1983 to 1994, Mr.
Latimer was a partner in the Miami office of the law firm of Fine Jacobson
Schwartz Nash & Block, where he served as Managing Partner from 1993 to 1995.
Prior to joining that firm, Mr. Latimer served as a circuit judge for the 17th
Judicial Circuit in and for Broward County, Florida.

DIRECTORS' COMPENSATION

Directors who are also employees of Panthers Holdings or one of its
subsidiaries do not receive additional compensation for serving on the Board of
Directors. Panthers Holdings' current policy provides that each non-employee
director receive, upon such person's initial election as a director, an option
under the Stock Option Plan to acquire, at the then fair market value, 25,000
shares of Class A Common Stock and, subject to certain limitations, an annual
option under the Stock Option Plan to acquire, at the then fair market value,
20,000 shares of Class A Common Stock at each annual meeting of Panthers
Holdings' stockholders at which such director is re-elected or remains a
director. The Stock Option Plan provides that options granted thereunder will
vest in four equal annual installments beginning on the first anniversary of the
date of grant, unless otherwise provided by Panthers Holdings' Board of
Directors or the Compensation Committee. Panthers Holdings also reimburses the
directors for out-of-pocket expenses incurred in attending meetings of the Board

40
<PAGE> 45

of Directors or committees thereof, in their capacity as directors. The Board of
Directors will periodically review and may revise the compensation policies for
non-employee directors.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following tables show remuneration paid or accrued by Panthers Holdings
and its subsidiaries during the fiscal years ended June 30, 1996 and June 30,
1997 to the Chief Executive Officer and to each of the most highly compensated
executive officers of Panthers Holdings and its subsidiaries, other than the
Chief Executive Officer, who received salary and bonus which combined equaled
greater than $100,000 (together, the "Named Executive Officers"), for services
in all capacities while they were employees of Panthers Holdings or its
subsidiaries, and the capacities in which the services were rendered.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
--------------------------------- OPTIONS TO PURCHASE
OTHER ANNUAL CLASS A COMMON
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS COMPENSATION STOCK
- ------------------------------------------ ----------- -------- ------- ------------ ---------------------
<S> <C> <C> <C> <C> <C>
H. Wayne Huizenga......................... 1997 -- -- -- 100,000 shares
Chairman of the Board 1996 -- -- -- --
Richard H. Evans.......................... 1997 $100,000 -- $ 5,000(2) 90,000 shares
President(1) 1996 -- -- -- --
Steven M. Dauria.......................... 1997 $110,000 -- $15,000(2) 23,000 shares
Vice President and Corporate Controller 1996 $ 90,000 $10,000(3) $14,000(2) --
</TABLE>

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

(1) Mr. Evans joined Panthers Holdings as its President in September 1996. As
such, Mr. Evans did not receive any compensation from Panthers Holdings
during the fiscal year ended June 30, 1996.
(2) Comprised of insurance premiums paid by Panthers Holdings on behalf of these
employees.
(3) Represents bonus amounts earned in the fiscal year ended June 30, 1996 and
paid in the fiscal year ended June 30, 1997.

OPTION GRANT TABLE

The following table sets forth certain information concerning grants of
stock options made during the fiscal year ended June 30, 1997.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTION TERM
OPTIONS IN EXERCISE EXPIRATION ---------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ---- --------------- ----------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Huizenga................... 100,000 shares 4.8% $10.00 11/08/06 $628,895 $1,593,742
Chairman of the Board
Richard H. Evans.................... 75,000 shares 3.6% $10.00 11/08/06 $471,671 $1,195,307
President 15,000 shares * $16.63 01/02/07 $156,831 $ 397,440
Steven M. Dauria.................... 23,000 shares 1.1% $10.00 11/08/06 $144,646 $ 366,561
Vice President and Corporate
Controller
</TABLE>

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

* Less than 1%

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<PAGE> 46

FISCAL YEAR-END OPTION VALUE TABLE

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT JUNE 30, 1997 JUNE 30, 1997
---------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
H. Wayne Huizenga............................. -- 100,000 shares -- $1,425,000
Chairman of the Board
Richard H. Evans.............................. -- 90,000 shares -- $1,183,125
President
Steven M. Dauria.............................. -- 23,000 shares -- $ 327,750
Vice President and Corporate Controller
</TABLE>

STOCK OPTION PLAN

At Panthers Holdings' 1997 Annual Meeting of Stockholders, which was held
on November 17, 1997, Panthers Holdings obtained stockholder approval of a
proposed amendment to the Stock Option Plan, which increased by 2,400,000 shares
the number of shares of Class A Common Stock which are issuable upon the
exercise of stock options granted or to be granted under the Stock Option Plan.
Accordingly, Panthers Holdings currently has 5,000,000 shares of Class A Common
Stock reserved for issuance upon the exercise of stock options. The Stock Option
Plan is designed as a means to attract, retain and motivate key employees and
directors. During the fiscal year ended June 30, 1997, the Stock Option Plan was
administered by Panthers Holdings' Board of Directors. However, the Compensation
Committee, which was not formed until after the end of the fiscal year ended
June 30, 1997, currently administers and interprets the Stock Option Plan.

Options are granted under the Stock Option Plan on such terms and at such
prices as determined by the Compensation Committee, except that the per share
exercise price of the options cannot be less than the fair market value of the
Class A Common Stock on the date of grant. Each option is for a term of not less
than five years or more than ten years, as determined by the Compensation
Committee. The Stock Option Plan provides that options granted thereunder will
vest in four equal annual installments beginning on the first anniversary of the
date of grant, unless otherwise provided by Panthers Holdings' Board of
Directors or the Compensation Committee. However, in the event of a change of
control (as such term is defined in the Stock Option Plan), all outstanding
options become immediately exercisable. Options granted under the Stock Option
Plan are not transferable other than by will or by the laws of descent and
distribution.

As of November 14, 1997, Panthers Holdings has granted, net of
cancellations, options to purchase an aggregate of 2,108,773 shares of the Class
A Common Stock with exercise prices ranging from $10 per share to $27.30 per
share, leaving 2,891,227 options available for future grants. The exercise price
of each of these outstanding options is the fair market value of the Class A
Common Stock on the date of grant.

42
<PAGE> 47

CERTAIN TRANSACTIONS

The following is a summary of certain agreements and transactions between
or among Panthers Holdings and certain related parties. It is Panthers Holdings'
policy to enter into transactions with related parties on terms that, on the
whole, are no less favorable than those that would be available from
unaffiliated parties. Based on Panthers Holdings' experience in the business
segments in which it operates and the terms of its transactions with
unaffiliated parties, it is Panthers Holdings' belief that all of the
transactions described below involving Panthers Holdings met that standard at
the time such transactions were effected.

In connection with the Initial Offerings, the following events occurred:
(i) Mr. Huizenga contributed to Panthers Holdings (a) his 78% ownership interest
in Decoma, (b) a note representing the outstanding amount which a subsidiary of
Panthers Holdings had previously borrowed from him, plus interest, (c) his
ownership interest in the Panthers, (d) his ownership interest in Arena
Development Company, Ltd. and (e) his ownership interest in Arena Operating
Company, Ltd., in exchange for 5,275,678 shares of Common Stock, of which
5,020,678 shares were Class A Common Stock and 255,000 shares were Class B
Common Stock, and (ii) Panthers Holdings repaid $20.0 million in debt owed to
Panthers Investment Venture, an affiliate of Panthers Holdings controlled by Mr.
Huizenga.

In 1994, Mr. Huizenga purchased a 50% interest in the predecessor to
Leisure Management International, Inc. ("LMI"), which manages the Miami Arena
pursuant to a management agreement (the "Management Agreement") with Decoma.
Under the terms of the Management Agreement, LMI received from Decoma management
fees of approximately $120,000, $109,000 and $122,000 for the fiscal years ended
June 30, 1997, 1996 and 1995, respectively.

In August 1997, the Panthers entered into a contract with SportsChannel
Florida, an entity affiliated with Mr. Huizenga. Under the terms of this
contract, the Panthers granted local television broadcast and pay television
rights, on an exclusive basis, to SportsChannel Florida for all of the Panthers'
pre-season, regular season and post-season games during the six seasons
commencing with the 1997-98 season. The SportsChannel Florida contract provides
for payments to the Panthers of annual rights fees of $2.8 million for the
1997-98 season, $3.1 million for the 1998-99 season, $5.5 million for the
1999-00, 2000-01 and 2001-02 seasons and $6.0 million for the 2002-03 season.

Panthers Holdings pays Huizenga Holdings a management fee equal to 1% of
Panthers Holdings' gross revenue, excluding NHL generated revenues, in exchange
for services including, but not limited to, assisting Panthers Holdings in
executing various administrative functions, obtaining financing, developing tax
planning strategies and formulating risk management strategies, as well as
advising Panthers Holdings with respect to securities matters and future
acquisitions. This management fee totaled approximately $498,000, $293,000 and
$132,000 for the fiscal years ended June 30, 1997, 1996 and 1995, respectively.

Panthers Holdings incurred charges of $94,613 during the year ended June
30, 1994 for the lease of certain private corporate aircraft owned by Huizenga
Holdings.

In connection with the acquisition of Pier 66 and Bahia Mar (collectively,
the "Fort Lauderdale Resort Facilities") in March 1997, Messrs. Huizenga,
Berrard, Johnson and Rochon received 972,018, 592,877, 451,248 and 379,062
shares of Panthers Holdings' Class A Common Stock, respectively, in exchange for
their ownership interests in the Fort Lauderdale Resort Facilities. Based, in
part, on a fairness opinion received from Donaldson, Lufkin & Jenrette
Securities Corporation, Panthers Holdings believes that the acquisition of the
Fort Lauderdale Resort Facilities was fair to Panthers Holdings' stockholders
and that the terms of the acquisition of the Fort Lauderdale Resort Facilities
were as favorable to Panthers Holdings as could have been obtained from an
unaffiliated party in a comparable transaction.

43
<PAGE> 48

PRINCIPAL STOCKHOLDERS OF PANTHERS HOLDINGS

The following table sets forth certain information regarding the beneficial
ownership of the Class A Common Stock (including shares which the named
individuals have the right to acquire within 60 days upon the exercise of
outstanding options or the conversion of outstanding convertible securities) as
of November 13, 1997, by (a) each person known to own beneficially more than 5%
of the Class A Common Stock, (b) each of Panthers Holdings' directors, (c) each
of Panthers Holdings' executive officers and (d) all directors and executive
officers of Panthers Holdings as a group.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
---------------------------
SHARES PERCENT(1)
---------- -------------
<S> <C> <C>
H. Wayne Huizenga(2)........................................ 6,810,696 19.4%
450 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Huizenga Investments Limited Partnership.................... 5,158,678 14.7%
P.O. Box 50102
Henderson, Nevada 89106
Richard C. Rochon(3)........................................ 826,312 2.4%
Richard H. Evans(4)......................................... 143,750 *
William M. Pierce(5)........................................ 88,795 *
Richard L. Handley.......................................... 15,000 *
J. Ronald Castell........................................... 50,000 *
Steven M. Dauria(6)......................................... 15,750 *
Steven R. Berrard(7)........................................ 981,127 2.8%
Dennis J. Callaghan(8)...................................... 208,368 *
Chris Evert................................................. -- *
Michael S. Egan............................................. 150,200 *
Harris W. Hudson(9)......................................... 397,250 1.1%
George D. Johnson, Jr.(10).................................. 819,498 2.4%
Henry Latimer............................................... -- *
All directors and executive officers as a group (14
persons).................................................. 10,506,746 30.0%
</TABLE>

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

* Less than one percent (1%).

(1) Percentage of beneficial ownership is based on 35,102,744 shares of Common
Stock outstanding at November 14, 1997, which consists of 34,847,744 shares
of Class A Common Stock and 255,000 shares of Class B Common Stock, with
regard to Mr. Huizenga and Huizenga Investments Limited Partnership, and
34,847,744 shares of Class A Common Stock outstanding at November 14, 1997
with regard to the other directors and executive officers.

(2) The aggregate number of shares of Common Stock beneficially owned by Mr.
Huizenga includes (a) 5,158,678 shares of Class A Common Stock owned by
Huizenga Investment Limited Partnership, a Nevada limited partnership
controlled by Mr. Huizenga, (b) 1,272,018 shares owned directly by Mr.
Huizenga, (c) 100,000 shares of Class A Common Stock owned by Mr.
Huizenga's wife, (d) 255,000 shares of Class B Common Stock, which are all
the shares of Class B Common Stock issued and outstanding, and (e) 25,000
shares of Class A Common Stock underlying options, which vested on November
8, 1997. Mr. Huizenga disclaims beneficial ownership of the shares owned by
his wife.

(3) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Rochon consists of (a) 300,000 shares owned by Weezor I Limited
Partnership, a Nevada limited partnership controlled by Mr. Rochon, (b)
520,062 shares owned directly by Mr. Rochon and (c) 6,250 shares underlying
options, which vested on November 8, 1997.

(4) The aggregate number of Class A Common Stock beneficially owned by Mr.
Evans consists of (a) 125,000 shares owned directly by Mr. Evans and (b)
18,750 shares underlying options, which vested on November 8, 1997.

44
<PAGE> 49

(5) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Pierce consists of (a) 87,500 shares owned directly by Mr. Pierce,
(b) 45 shares owned by members of Mr. Pierce's immediate family living in
the same household as Mr. Pierce and (c) 1,250 shares underlying options,
which vested on November 8, 1997.

(6) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Dauria consists of (a) 10,000 shares owned directly by Mr. Dauria
and (b) 5,750 shares underlying options, which vested on November 8, 1997.

(7) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Berrard consists of (a) 300,000 shares owned by Berrard Holdings
Limited Partnership, a Nevada limited partnership controlled by Mr.
Berrard, (b) 674,877 shares owned directly by Mr. Berrard and (c) 6,250
shares underlying options, which vested on November 8, 1997.

(8) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Callaghan consists of (a) 94,787 shares owned directly by Mr.
Callaghan, (b) 25,456 shares underlying warrants which are currently
exercisable and (c) 88,125 shares issuable upon the exercise of exchange
rights which are currently exercisable.

(9) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Hudson consists of (a) 300,000 shares owned by the Harris W. Hudson
Limited Partnership, a Nevada limited partnership controlled by Mr. Hudson,
(b) 91,000 shares owned directly by Mr. Hudson and (c) 6,250 shares
underlying options which vested on November 8, 1997.

(10) The aggregate number of shares of Class A Common Stock beneficially owned
by Mr. Johnson consists of (a) 792,248 shares owned by GDJ, Jr. Investments
Limited Partnership, a Nevada limited partnership controlled by Mr.
Johnson, (b) 15,000 shares owned by Mr. Johnson's wife, (c) 3,000 shares
owned by the GD Johnson III ESA Trust, (d) 3,000 shares owned by the SP
Johnson ESA Trust and (e) 6,250 shares underlying options which vested on
November 8, 1997.

45
<PAGE> 50

DESCRIPTION OF CAPITAL STOCK

Panthers Holdings' authorized capital consists of 100,000,000 shares of
Class A Common Stock, par value $.01 per share, and 10,000,000 shares of Class B
Common Stock, par value $.01 per share, and 5,000,000 shares of preferred stock,
par value $.01 per share (the "Preferred Stock"). The following description of
the capital stock of Panthers Holdings is a summary and is qualified in its
entirety by reference to Panthers Holdings' Certificate of Incorporation and
Bylaws, copies of which have been filed as exhibits to the Registration
Statement of which this Prospectus forms a part.

COMMON STOCK

As of November 14, 1997, there were 34,847,744 shares of Class A Common
Stock and 255,000 shares of Class B Common Stock issued and outstanding. The
Class A Common Stock and Class B Common Stock are identical in all respects,
except that each share of Class A Common Stock is entitled to one vote, and each
share of Class B Common Stock is entitled to 10,000 votes. In the event of a
liquidation, dissolution or winding up of Panthers Holdings, the holders of
Class A Common Stock and Class B Common Stock are entitled to share equally and
ratably in the assets of Panthers Holdings, if any, remaining after paying all
debts and liabilities of Panthers Holdings. The holders of Class A Common Stock
and Class B Common Stock are entitled to receive dividends, on a share-for-share
basis if, as and when declared by the Board out of funds legally available
therefor, subject to any dividend restrictions in Panthers Holdings' credit
facilities and the NHL Bylaws. Holders of Class B Common Stock are entitled to
convert each share of Class B Common Stock into one share of Class A Common
Stock at any time.

The NHL Constitution and Bylaws contain provisions which may in some
circumstances operate to prohibit a person from acquiring the Class A Common
Stock and affect the value of such Class A Common Stock. In general, any
acquisition of shares of Class A Common Stock which will result in a person or a
group of persons holding a five percent or more interest in the Company will
require the prior approval of the NHL, which may be granted or withheld in the
sole discretion of the NHL. The prospective purchaser will be required to submit
to the NHL an application, in a form to be prescribed from time to time by the
NHL, providing certain information relating to that person's background. Upon
receipt of such application, the Commissioner of the NHL (the "Commissioner")
shall have the right to conduct an investigation with respect to the prospective
purchaser, which may include an interview by the Commissioner's office or one or
more NHL owners and the submission of such information about the prospective
purchaser, whether or not confidential, as the Commissioner shall deem relevant
in his sole discretion. In addition, the NHL may condition its approval upon the
execution, delivery and performance by the prospective purchaser of such
documents as the Commissioner shall prescribe. The expense of the NHL's
investigation must be paid by the prospective purchaser, whether or not its
application is approved. If and when a prospective purchaser receives the NHL's
consent to acquire a five percent or more interest in Panthers Holdings, such
prospective purchaser will be required to acknowledge that the purchaser shall
be bound by the applicable provisions of the NHL Constitution and Bylaws.

In addition, no person who directly or indirectly owns any interest in a
privately-held NHL team, or a five percent or more interest in any other
publicly-held NHL team, may own, directly or indirectly, a five percent or more
interest in Panthers Holdings, without the prior approval of the NHL. The NHL
Constitution and Bylaws also contain provisions which would prohibit an owner of
a five percent or more interest in Panthers Holdings from engaging in certain
activities, such as wagering on any game in which an NHL team participates. NHL
players and referees and employees of the NHL and its member clubs (other than
Panthers Holdings) are not eligible to purchase or hold the Common Stock. The
NHL could in the future adopt different or additional restrictions which could
adversely affect the stockholders.

Furthermore, the grant of a security interest in any of the assets of the
Panthers, or any direct or indirect ownership interest in Panthers Holdings, of
five percent or more, shall require the prior approval of the NHL, which may be
withheld in the NHL's sole discretion and, in that connection, the NHL will
require a consent agreement satisfactory to the NHL. NHL rules limit the amount
of debt that may be secured by the assets of, or ownership interests in, an NHL
club and require that the parties to any secured loan that is approved

46
<PAGE> 51

execute an agreement limiting the rights of the lenders and the Panthers (or
stockholder) under certain circumstances, including upon an event of default or
foreclosure. These limitations may adversely affect the rights of the club (or
stockholder) under certain circumstances.

Failure by a holder of a five percent or more interest to comply with these
restrictions may result in a forced sale of such holder's interest in Panthers
Holdings or the repurchase of such interests by Panthers Holdings. Panthers
Holdings' Articles of Incorporation provide that Panthers Holdings may redeem,
at the lower of fair market value or cost, shares held by any person or entity
who becomes the owner of five percent or more of Panthers Holdings' shares
without the approval of the NHL. These restrictions are contained in a legend on
each certificate issued evidencing shares of Class A Common Stock.

The transfer agent and registrar for the Class A Common Stock is
BankBoston, N.A.

PREFERRED STOCK

The Board of Directors has the authority, without further action by the
stockholders, to issue from time to time, in one or more series, up to 5,000,000
shares of the Preferred Stock. The Board of Directors is authorized to provide
for the issuance of one or more series of the Preferred Stock, to establish from
time to time the number of shares to be included in each such series and to fix
the designation, powers, preferences, and rights of the shares of each such
series and the qualifications, limitations and restrictions thereof. Because the
Board of Directors has the power to establish the preferences and rights of the
shares of any such series of Preferred Stock, it may afford holders of any
Preferred Stock preferences, powers and rights (including voting rights), senior
to the rights of holders of the Common Stock, which could adversely affect the
rights of holders of the Common Stock and could have the effect of delaying,
deferring, or preventing a change in control of Panthers Holdings. No shares of
the Preferred Stock are presently outstanding and Panthers Holdings has no
present plan to issue any shares of the Preferred Stock.

LEGAL MATTERS

The validity of the shares of the Class A Common Stock offered hereby will
be passed upon for Panthers Holdings by Akerman, Senterfitt & Eidson, P.A.,
Miami, Florida. Certain attorneys at Akerman, Senterfitt & Eidson, P.A. own
shares of Panthers Holdings' Class A Common Stock.

EXPERTS

The audited financial statements of the Florida Panthers Holdings, Inc. as
of June 30, 1997, and 1996 and for each of the three years in the period ended
June 30, 1997; the audited financial statements of 2301 Ltd. as of December 31,
1996 and the year then ended; the audited financial statements of Rahn Bahia
Mar, Ltd. as of December 31, 1996 and 1995, and for the years ended December 31,
1996 and 1995 and the period from inception (June 28, 1994) to December 31,
1994; the audited financial statements of Coral Springs Ice, Ltd. as of December
31, 1996 and for the period from inception (February 26, 1996) to December 31,
1996 and the audited financial statements of LeHill Partners L.P. and
consolidated entities as of December 31, 1996 and for the year then ended
appearing elsewhere in this Prospectus and registration statement have been
audited by Arthur Andersen LLP, independent certified public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

The audited financial statements of 2301 SE 17th St. Ltd. as of December
31, 1995, and for each of the years in the two year period ended December 31,
1995, have been included in this Prospectus and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

The financial statements of the Boca Raton Hotel and Club Limited
Partnership as of December 31, 1996 and for the year then ended included in this
Prospectus and registration statement have been so included in reliance on the
report of Price Waterhouse LLP, independent certified public accountants, given
on the authority of said firm as experts in auditing and accounting.

The financial statements of Boca Raton Hotel and Club Limited Partnership
at December 31, 1995, and for each of the two years in the period ended December
31, 1995 appearing in this Prospectus and the

47
<PAGE> 52

registration statement have been audited by Ernst & Young LLP, independent
certified public accountants, as set forth in their report thereon appearing
elsewhere herein, and are given upon the authority of such firm as experts in
accounting and auditing.

ADDITIONAL INFORMATION

This Prospectus constitutes part of a Registration Statement filed by
Panthers Holdings with the Securities and Exchange Commission (the "Commission")
under the Securities Act with respect to the Class A Common Stock offered
hereby. This Prospectus omits certain of the information contained in the
Registration Statement and related exhibits and schedules with respect to
Panthers Holdings and the Class A Common Stock offered hereby. The Registration
Statement and the exhibits and schedules forming a part thereof can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should also be available for inspection and copying at the following regional
offices of the Commission: 7 World Trade Center, 14th Floor, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web Site
(http://www.sec.gov.) that contains reports, proxy statements and other
information filed by Panthers Holdings.

48
<PAGE> 53

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE REGISTRANT
FLORIDA PANTHERS HOLDINGS, INC.
Report of Independent Certified Public Accountants........ F-3
Consolidated Balance Sheets as of June 30, 1997 and
1996................................................... F-4
Consolidated Statements of Operations for the years ended
June 30, 1997, 1996 and 1995........................... F-5
Consolidated Statements of Shareholders' Equity (Deficit)
for the years ended June 30, 1997, 1996 and 1995....... F-6
Consolidated Statements of Cash Flows for the years ended
June 30, 1997, 1996 and 1995........................... F-7
Notes to Consolidated Financial Statements................ F-8
FLORIDA PANTHERS HOLDINGS, INC. -- UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
Unaudited Consolidated Balance Sheets as of September 30,
1997 and June 30, 1997................................. F-22
Unaudited Consolidated Statements of Operations for the
three months ended September 30, 1997 and 1996......... F-23
Unaudited Consolidated Statements of Cash Flows for the
three months ended September 30, 1997 and 1996......... F-24
Notes to Unaudited Consolidated Financial Statements...... F-25
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Consolidated Financial
Statements............................................. F-27
Unaudited Pro Forma Consolidated Balance Sheet as of June
30, 1997............................................... F-29
Unaudited Pro Forma Consolidated Statement of Operations
for the three months ended September 30, 1997.......... F-30
Unaudited Pro Forma Consolidated Statement of Operations
for the year ended June 30, 1997....................... F-31
Notes to Unaudited Pro Forma Consolidated Financial
Statements............................................. F-32

BUSINESSES ACQUIRED
2301 SE 17TH ST., LTD. ("PIER 66")
Reports of Independent Certified Public Accountants....... F-34
Balance Sheets as of December 31, 1996 and 1995........... F-36
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-37
Statements of Partners' Equity for the years ended
December 31, 1996, 1995 and 1994....................... F-38
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-39
Notes to Financial Statements............................. F-40

RAHN BAHIA MAR, LTD. ("BAHIA MAR")
Report of Independent Certified Public Accountants........ F-46
Balance Sheets as of December 31, 1996 and 1995........... F-47
Statements of Operations for the years ended December 31,
1996 and 1995 and for the Period from Inception (June
28, 1994) to December 31, 1994......................... F-48
Statements of Partners' Equity for the years ended
December 31, 1996 and 1995 and for the Period from
Inception (June 28, 1994) to December 31, 1994......... F-49
Statements of Cash Flows for the years ended December 31,
1996 and 1995 and for the Period from Inception (June
28, 1994) to December 31, 1994......................... F-50
Notes to Financial Statements............................. F-51
</TABLE>

F-1
<PAGE> 54

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CORAL SPRINGS ICE, LTD. ("INCREDIBLE ICE")
Report of Independent Certified Public Accountants........ F-55
Balance Sheet as of December 31, 1996..................... F-56
Statement of Operations for the Period from Inception
(February 26, 1996) to December 31, 1996............... F-57
Statement of Partners' Equity (Deficit) for the Period
from Inception (February 26, 1996) to
December 31, 1996...................................... F-58
Statement of Cash Flows for the Period from Inception
(February 26, 1996) to
December 31, 1996...................................... F-59
Notes to Financial Statements............................. F-60

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP ("BOCA
RESORT")
Reports of Independent Certified Public Accountants....... F-62
Balance Sheets as of December 31, 1996 and 1995........... F-64
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-65
Statements of Changes in Partners' Deficit for the years
ended December 31, 1996, 1995 and 1994................. F-66
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-67
Notes to Financial Statements............................. F-68

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES ("REGISTRY
RESORT")
Report of Independent Certified Public Accountants........ F-80
Consolidated Balance Sheet as of December 31, 1996........ F-81
Consolidated Statement of Operations for the Year Ended
December 31, 1996...................................... F-82
Consolidated Statement of Changes in Partners' Capital for
the Year Ended December 31, 1996....................... F-83
Consolidated Statement of Cash Flows for the Year Ended
December 31, 1996...................................... F-84
Notes to Consolidated Financial Statements................ F-85

LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES ("REGISTRY
RESORT") -- UNAUDITED INTERIM FINANCIAL STATEMENTS
Consolidated Balance Sheet as of June 30, 1997............ F-88
Consolidated Statements of Operations for the Six Months
Ended June 30, 1997 and 1996........................... F-89
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 1997 and 1996........................... F-90
Notes to Consolidated Financial Statements................ F-91
</TABLE>

F-2
<PAGE> 55

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
Florida Panthers Holdings, Inc.:

We have audited the accompanying consolidated balance sheets of Florida
Panthers Holdings, Inc. (a Florida corporation) and subsidiaries as of June 30,
1997 and 1996, and the related statements of operations, shareholders' equity
and cash flows for each of the three years in the period ended June 30, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Florida Panthers Holdings,
Inc. and subsidiaries as of June 30, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1997 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
August 15, 1997.

F-3
<PAGE> 56

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30,
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 13,709 $ 465
Restricted cash........................................... 30,110 --
Accounts receivable....................................... 13,087 3,119
Inventory................................................. 5,763 --
Current portion of Premier Club notes receivable.......... 3,778 --
Other current assets...................................... 4,143 172
-------- --------
Total current assets.............................. 70,590 3,756
PROPERTY AND EQUIPMENT, NET................................. 475,391 972
INTANGIBLE ASSETS, NET...................................... 40,987 37,882
PREMIER CLUB NOTES RECEIVABLE, NET OF CURRENT PORTION....... 8,240 --
OTHER ASSETS................................................ 5,184 5,150
-------- --------
Total assets...................................... $600,392 $ 47,760
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 34,590 $ 2,313
Deferred revenue.......................................... 10,015 988
Note payable to related party............................. -- 40,172
Related party debt........................................ -- 20,000
Other current liabilities................................. 3,631 4,313
-------- --------
Total current liabilities......................... 48,236 67,786
LONG-TERM DEBT.............................................. 186,056 25,000
PREMIER CLUB MEMBERSHIP FEES................................ 63,499 --
OTHER NON-CURRENT LIABILITIES............................... 1,448 3,277
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' EQUITY (DEFICIT):
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 27,929,570 and 871,000 shares issued and
outstanding at June 30, 1997 and 1996, respectively.... 279 9
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
June 30, 1997.......................................... 3 --
Contributed capital (deficiency).......................... 304,095 (48,312)
Accumulated deficit....................................... (3,224) --
-------- --------
Total shareholders' equity (deficit).............. 301,153 (48,303)
-------- --------
Total liabilities and shareholders' equity
(deficit)........................................ $600,392 $ 47,760
======== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 57

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
REVENUE:
Leisure and recreation............................... $ 17,567 $ -- $ --
Entertainment and sports............................. 36,695 34,087 17,746
-------- -------- --------
Total revenue................................ 54,262 34,087 17,746

OPERATING EXPENSES:
Cost of leisure and recreation services.............. 6,658 -- --
Cost of entertainment and sports services............ 35,135 35,958 17,210
Selling, general and administrative.................. 15,150 8,371 5,569
Amortization and depreciation........................ 5,698 9,815 6,266
-------- -------- --------
Total operating expenses..................... 62,641 54,144 29,045
-------- -------- --------
OPERATING LOSS......................................... (8,379) (20,057) (11,299)
INTEREST AND OTHER INCOME.............................. 1,923 122 38
INTEREST EXPENSE AND MINORITY INTEREST................. (3,804) (5,204) (4,125)
-------- -------- --------
NET LOSS............................................... $(10,260) $(25,139) $(15,386)
======== ======== ========
PRIMARY AND FULLY DILUTED LOSS PER COMMON AND COMMON
EQUIVALENT SHARE..................................... $ (.74) $ (4.76) $ (2.96)
======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING.................... 13,829 5,276 5,203
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE> 58

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)

<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
--------------- --------------- TOTAL
NUMBER NUMBER CONTRIBUTED SHAREHOLDERS'
OF OF CAPITAL ACCUMULATED EQUITY
SHARES AMOUNT SHARES AMOUNT (DEFICIT) DEFICIT (DEFICIT)
------ ------ ------ ------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1994....... -- $ -- -- $ -- $ (13,862) $ -- $ (13,862)
Acquisition of Decoma
Entities................ 871 9 -- -- 8,193 -- 8,202
Net loss................... -- -- -- -- (15,386) -- (15,386)
Dividends -- Decoma
Entities................ -- -- -- -- (1,302) -- (1,302)
------ ---- --- ---- --------- --------- ---------
BALANCE, JUNE 30, 1995....... 871 9 -- -- (22,357) -- (22,348)
Net loss................... -- -- -- -- (25,139) -- (25,139)
Dividends -- Decoma
Entities................ -- -- -- -- (816) -- (816)
------ ---- --- ---- --------- --------- ---------
BALANCE, JUNE 30, 1996....... 871 9 -- -- (48,312) -- (48,303)
Recapitalization........... 4,150 41 255 3 40,919 -- 40,963
Sales of common stock...... 9,760 98 -- -- 131,780 -- 131,878
Stock issued in
acquisitions............ 13,149 131 -- -- 186,884 -- 187,015
Net loss................... -- -- -- -- (7,036) (3,224) (10,260)
Dividends -- Decoma
Entities................ -- -- -- -- (140) -- (140)
------ ---- --- ---- --------- --------- ---------
BALANCE, JUNE 30, 1997....... 27,930 $279 255 $ 3 $ 304,095 $ (3,224) $ 301,153
====== ==== === ==== ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE> 59

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30,
(IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996 1995
--------- -------- --------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (10,260) $(25,139) $(15,386)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Amortization and depreciation.......................... 5,698 9,815 6,266
Deferred compensation.................................. 100 1,334 363
Minority interest...................................... 440 174 384
Changes in operating assets and liabilities (excluding the
effects of business acquisitions):
Accounts receivable.................................... 1,876 (1,195) 440
Other current assets................................... (512) (3,425) (604)
Accounts payable and accrued expenses.................. 2,205 938 448
Deferred revenue and other liabilities................. 3,323 138 (705)
--------- -------- --------
Net cash provided by (used in) operating
activities...................................... 2,870 (17,360) (8,794)
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in business acquisitions.................... 2,055 -- --
Cash used in business acquisitions........................ (1,076) -- --
Capital expenditures...................................... (1,494) (140) (161)
--------- -------- --------
Net cash used in investing activities............. (515) (140) (161)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock................ 131,878 -- --
Payments of related party debt............................ (20,000) -- --
Payments of note payable to related party................. (340) (3,500) (7,200)
Increase to note payable to related party................. -- 19,040 16,786
Increase to interest payable to related party............. 1,131 2,406 947
Proceeds from revolving credit line....................... 35,000 -- --
Payment of long-term debt................................. (135,915) -- --
Payment of dividends -- Decoma Entities................... (140) (816) (1,302)
Distribution to minority interests -- Decoma Entities..... (725) (402) (486)
--------- -------- --------
Net cash provided by financing activities......... 10,889 16,728 8,745
--------- -------- --------
Increase (decrease) in cash and cash
equivalents..................................... 13,244 (772) (210)
CASH AND CASH EQUIVALENTS, at beginning of period........... 465 1,237 1,447
--------- -------- --------
CASH AND CASH EQUIVALENTS, at end of period................. $ 13,709 $ 465 $ 1,237
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-7
<PAGE> 60

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997

(1) ORGANIZATIONAL STRUCTURE

GENERAL

Florida Panthers Holdings, Inc. (the "Company") currently conducts
substantially all of its business through its subsidiaries, which include
Panthers BRHC Limited ("Boca Resort"), 2301 SE 17th St. Ltd. ("Pier 66") and
Rahn Bahia, Ltd. ("Bahia Mar"), each a limited partnership formed for the
purpose of owning and operating the Boca Raton Resort and Club, the Hyatt
Regency Pier 66 Hotel and the Radisson Bahia Mar Resort and Yachting Center,
respectively, as well as the Florida Panthers Hockey Club, Ltd. ("Panthers", or
the "Club"), a professional hockey team of the National Hockey League (the
"NHL"), Arena Development Company, Ltd., ("Arena Development"), a limited
partnership formed for the purpose of developing a new multi-purpose sports and
entertainment center in Broward County, Florida (the "Broward County Arena" or
the "Facility"), Arena Operating Company ("Arena Operator"), a limited
partnership formed for the purpose of managing and operating the Broward County
Arena, and Florida Panthers Ice Ventures, Inc. ("FPIVI"), a corporation formed
for the purpose of developing ice rink facilities. In addition, the Company owns
approximately 78% of the partnership interests in Decoma Miami Associates, Ltd.
("Decoma"), a Florida limited partnership, which operates the Miami Arena in
which the Panthers currently play. Unless the context otherwise requires, all
references herein to the Company shall mean Florida Panthers Holdings, Inc. and
its subsidiaries collectively.

INITIAL OFFERINGS AND REORGANIZATION

In November 1996, the Company sold a total of 7.3 million shares of Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), of which
2.7 million were sold to the public in an initial public offering (the "IPO")
and 4.6 million shares were sold in a concurrent offering directly to certain
investors at a price equal to the IPO price per share less underwriting
discounts and commissions but including the placement agent fee (collectively,
the "Initial Offerings"), resulting in net proceeds of approximately $66.3
million. The Company began trading shares of Class A Common Stock on the NASDAQ
National Market in November 1996 (symbol "PUCK") and as of July 1997 has moved
trading to the New York Stock Exchange (symbol "PAW").

Prior to the completion of the Initial Offerings, and pursuant to an
exchange agreement, the Company acquired from H. Wayne Huizenga, the Company's
Chairman, all of the partnership interests in Florida Panthers Hockey Club, Ltd.
("Panthers Ltd.") in exchange for 4,149,710 shares of its Class A Common Stock
and 255,000 shares of its Class B common stock, par value $.01 per share (the
"Class B Common Stock"). This transaction is referred to as the
Recapitalization. Additionally, the Company acquired all of the outstanding
stock of Decoma Investment, Inc. I (formerly BIL Development, Inc.) and Decoma
Investment, Inc. II (formerly Linbeck Miami Corporation), and, in turn,
approximately 78% of the partnership interests in Decoma Miami Associates Ltd.,
a Florida limited partnership ("DMAL"), in exchange for 870,968 shares of its
Class A Common Stock. Collectively, these transactions are referred to as the
Reorganization.

PRIVATE PLACEMENT

In January 1997, the Company issued and sold 2,460,000 shares of Class A
Common Stock in a private equity placement transaction (the "Private Placement")
at a price of $27.75 per share. The Private Placement resulted in net proceeds
to the Company after fees and expenses of approximately $65.6 million.

F-8
<PAGE> 61

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying Consolidated Financial Statements include the accounts of
the Company and its majority owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. Certain prior year amounts in
the accompanying financial statements have been reclassified to conform with the
current year presentation.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

As of June 30, 1997 and 1996, the carrying amount of cash and cash
equivalents, restricted cash, accounts receivable, Premier Club notes
receivable, note payable to related party, related party debt, deferred revenue,
accounts payable and accrued expenses, Premier Club membership fees and
long-term debt reflected in the financial statements approximates their fair
values.

CASH AND CASH EQUIVALENTS/RESTRICTED CASH

Cash and cash equivalents consist primarily of cash in banks and
highly-liquid investments with original maturities of 90 days or less.
Restricted cash consists principally of escrow accounts restricted as to use and
maintained in accordance with the terms of the First Mortgage Notes in place at
the Boca Resort. (See Note 5.)

Concentration of credit risk and market risk associated with cash, cash
equivalents and restricted cash are considered low due to the credit quality of
the issuers of the financial instruments held by the Company and due to their
short duration to maturity.

ACCOUNTS RECEIVABLE

Accounts receivable are primarily from major credit card companies and
other large corporations. The Company performs ongoing credit evaluations of its
significant customers and generally does not require collateral or a significant
reserve for uncollectible balances.

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid during the year ended June 30, 1997, 1996 and 1995 was $1.2
million, $3.8 million and $3.5 million, respectively. In addition, during the
year ended June 30, 1997, in conjunction with the Initial Offerings and the
Reorganization of the Company, note payable to related party of approximately
$41.0 million was exchanged for 4,149,710 shares of Class A common stock, par
value $.01 per share, and 255,000 shares of Class B common stock, par value $.01
per share of the Company. The Company also issued 13,148,892 shares of Class A
common stock in connection with acquisitions.

INVENTORY

Inventory consisting primarily of food, beverage, marina fuel, retail
merchandise and operating supplies are determined using the first-in, first-out
method and are stated at the lower of cost or market.

F-9
<PAGE> 62

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation has been computed
using the straight-line method over the following estimated useful lives:

<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Building and improvements................................... 40
Land improvements........................................... 15
Leasehold improvements...................................... 5-20
Furniture, fixtures and equipment........................... 5-7
</TABLE>

INTANGIBLE ASSETS

The components of unamortized intangible assets as of June 30 were as
follows (in 000's):

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Franchise cost.............................................. $21,881 $22,489
Player contract acquisition costs........................... 3,916 6,507
Investment in Miami Arena Contract ("MAC").................. 8,516 8,886
Goodwill.................................................... 6,674 --
------- -------
$40,987 $37,882
======= =======
</TABLE>

The Club paid a $50.0 million franchise fee to the NHL when joining the
League, of which approximately $25.7 million was allocated to the contracts of
players selected in the 1993 expansion draft. The allocation was based upon an
independent appraisal of the fair value of the player contracts and is being
amortized on a straight-line basis over the estimated useful lives of the
contracts of approximately six years. The remaining portion of the franchise fee
is being amortized on a straight-line basis over 40 years.

The Miami Arena is owned by the Miami Sports and Exhibition Authority
("MSEA"), an agency of the City of Miami. Under the terms of the Miami Arena
Contract ("MAC") between MSEA and DMAL, DMAL operates the Arena. The MAC is
scheduled to expire on July 8, 2020. Amounts invested in the MAC are being
amortized using the straight-line method over the remaining term of the MAC.

Goodwill represents the amount of excess purchase price over the fair
market value of net assets received in the Company's acquisitions and is being
amortized on a straight-line basis over 40 years.

ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS

The Company continually evaluates whether events and circumstances have
occurred that indicate that the remaining estimated useful life of long-lived
assets may warrant revision, or that long-lived asset balances may not be
recoverable. If factors indicate that long-lived assets have been impaired, the
Company uses an estimate of the remaining value of the long-lived assets in
measuring recoverability. Unrecoverable amounts are charged to operations in the
applicable period.

NOTE PAYABLE TO RELATED PARTY

Note payable to related party represents a short-term borrowing of cash
required for working capital from the Company's Chairman. Interest on these
borrowings was at prime (8.25% at June 30, 1996) and was repaid with the
Company's Common Stock as part of the Recapitalization. (See Note 1.)

F-10
<PAGE> 63

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

REVENUE RECOGNITION

Revenue associated with room rentals, food and beverage sales and other
recreational amenity use at the Company's Resort Facilities is recognized when
services are rendered. Boca Resort's club membership revenue (derived from
annual dues based on the number and type of facilities the member uses) is
recognized ratably over the membership year commencing October 1. The
unrecognized portion of the membership revenue is recorded as deferred revenue.

Revenue from tickets, television and radio broadcasting, advertising and
promotions associated with the Panthers are generally recorded at the time the
game to which such proceeds relate is played. Advance ticket sales and receipts
on television and radio broadcasting are recorded as deferred revenue.

PLAYER CONTRACT COSTS

Player salaries are recorded on a per game basis during the regular season.
Player signing bonuses are amortized over the life of the player contract. The
Company accounts for trades of player contracts as like-kind exchanges, whereby
the recorded basis of the contract of the acquired player(s) is equal to the net
book value of the contract of the traded player(s) plus or minus any cash
consideration.

Employment contracts with certain players require future compensation under
certain circumstances. Generally, these contracts are executory in nature;
accordingly, related payments are charged to operations over the contract
playing seasons.

The Company has obtained disability insurance policies for several of its
players under multi-year contracts. Benefits would become payable after thirty
consecutive games were missed by the insured player. The policies provide for
payment of a portion of the player's salary for the remaining term of the
contract or until the player can resume playing.

INCOME TAXES

The Company, as of the date of its incorporation, adopted the provisions of
SFAS No. 109, "Accounting for Income Taxes". SFAS No. 109 requires, among other
things, recognition of future tax benefits measured at enacted rates
attributable to the deductible temporary differences between the financial
statement and income tax bases of assets and liabilities and net operating loss
carryforwards to the extent that the realization of said benefits is "more
likely than not".

STOCK-BASED COMPENSATION

Under the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation", companies can either measure the compensation cost of equity
instruments issued under employee compensation plans using a fair value based
method, or can continue to recognize compensation cost using the intrinsic value
method under the provisions of Accounting Principles Board Opinion ("APB") No.
25. The Company intends to recognize the appropriate compensation costs, where
appropriate, under the provisions of APB No. 25, and has provided the expanded
disclosure required for the year ending June 30, 1997. (See Note 7.)

EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

Earnings (loss) per common and common equivalent share are based on the
combined weighted average number of common shares and common share equivalents
outstanding which include, where appropriate, the assumed exercise or conversion
of options. In computing earnings (loss) per common and common equivalent share,
the Company utilizes the modified treasury stock method.

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share" ("SFAS
No. 128"). SFAS No. 128 supersedes Accounting Principles Board Opinion No. 15,
"Earnings Per Share", and specifies the

F-11
<PAGE> 64

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

computation, presentation and disclosure requirements for earnings or loss per
share ("EPS"). The provisions of SFAS No. 128 are effective for financial
statements for both interim and annual periods ending after December 15, 1997.
The Company's management believes the adoption of SFAS No. 128 will not have a
material impact on the Company's EPS calculations.

(3) BUSINESS COMBINATIONS

COMPLETED ACQUISITIONS

Prior to the completion of the Initial Offerings, all of the partnership
interests of the Decoma Entities were acquired by the Company, from the
Company's Chairman, in exchange for a total of 870,968 shares of its Class A
common stock. As this transaction was among entities under common control, it
has been accounted for on an historical cost basis in a manner similar to a
pooling of interests as of August 6, 1994, the date of their acquisition by the
Company's Chairman, and the Consolidated Financial Statements have been restated
accordingly.

Businesses acquired through June 30, 1997 and accounted for under the
purchase method of accounting are included in the financial statements from the
date of acquisition and are discussed below.

In June 1997, the Company acquired substantially all of the net assets of
Boca Resort in exchange for 272,303 shares of Class A Common Stock, rights to
acquire approximately 4,242,586 shares of Class A Common Stock and warrants to
purchase 869,810 shares of Class A Common Stock.

In May 1997, the Company acquired the rights to operate the Gold Coast Ice
Arena ("Gold Coast") in exchange for 34,760 shares of Class A Common Stock. Gold
Coast is the current practice home of the Florida Panthers Hockey Club and
provides open skating, ice hockey leagues and other programs to the public.

In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Bahia Mar in exchange for 3,950,000 shares of Class A Common
Stock.

In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Pier 66 in exchange for 4,450,000 shares of Class A Common
Stock.

In January 1997, the Company acquired certain assets relating to the
business of a twin-pad ice facility ("Incredible Ice") in exchange for $1.0
million in cash, 212,766 shares of the Company's Class A Common Stock and the
assumption by the Company of a maximum of approximately $8.1 million in
construction-related obligations, of which approximately $6.7 million was repaid
upon consummation of the acquisition.

The Company's unaudited pro forma consolidated results of operations
assuming the above acquisitions had been consummated as of June 30 are as
follows for the years indicated (in 000's, except per share amounts):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Revenue..................................................... $201,093 $186,542
Operating income (loss)..................................... $ 14,543 $ (561)
Net loss.................................................... $ (6,475) $(24,979)
Proforma fully diluted loss per common and common equivalent
share..................................................... $ (.27) $ (1.36)
</TABLE>

F-12
<PAGE> 65

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The preliminary purchase price allocation for business combinations
accounted for under the purchase method of accounting during the year ended June
30, 1997 is as follows (in 000's):

<TABLE>
<S> <C>
Cash acquired in business acquisitions...................... $ 2,055
Property and equipment...................................... 474,577
Other assets................................................ 9,152
Intangible assets........................................... 6,743
Working capital surplus, excluding cash..................... 21,034
Debt assumed................................................ (261,971)
Other non-current liabilities assumed ...................... (63,499)
Common stock issued......................................... (187,015)
---------
Cash used in business acquisition........................... $ 1,076
=========
</TABLE>

SUBSEQUENT ACQUISITION

On August 13, 1997, the Company acquired approximately 68% of the ownership
interests in the Registry Resort at Pelican Bay in Naples, Florida (the
"Registry Resort") for 918,174 shares of Class A Common Stock and approximately
$75.5 million in cash. The Registry Resort provides rooms, conference
facilities, restaurants, retail outlets and other recreational facilities. This
acquisition will be accounted for under the purchase method of accounting.

PENDING ACQUISITION (UNAUDITED)

On September 8, 1997, the Company entered into a definitive agreement to
acquire the Rolling Hills Golf Course in Davie, Florida for approximately $8.0
million in cash. The consummation of the transaction is subject to customary
conditions and will be recorded under the purchase method of accounting.

(4) PROPERTY AND EQUIPMENT

A summary of property and equipment at June 30 is as follows (in 000's):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Land and land improvements.................................. $134,815 $ --
Buildings and improvements.................................. 297,061 792
Furniture, fixtures and equipment........................... 30,556 932
Construction in progress.................................... 15,517 --
-------- --------
477,949 1,724
Less: accumulated depreciation and amortization............. (2,558) (752)
-------- --------
$475,391 $ 972
======== ========
</TABLE>

Depreciation expense included in the consolidated statements of operations
was approximately $1.9 million, $280,000 and $260,000 for the years ended June
30, 1997, 1996 and 1995, respectively.

F-13
<PAGE> 66

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) LONG-TERM DEBT

Long-term debt at June 30 is as follows (in 000's):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Mortgage notes, collateralized by substantially all Pier 66
property and equipment, varying interest rate (8.8% at
June 30, 1997), due June 28, 2000......................... $ 25,951 $ --
Note payable to bank, collateralized by substantially all
Bahia Mar property and equipment, varying interest rate
(7.2% at June 30, 1997), due June 30, 1999................ 15,105 --
Senior note payable to bank, secured by a first mortgage and
lien on all Boca Resort assets, varying interest rate
(7.9% at June 30, 1997), due on August 22, 2001........... 110,000 --
Revolving credit facility with bank, collateralized by all
assets of the Florida Panthers Hockey Club, varying
interest rate (7.2% at June 30, 1997), due on June 26,
2000...................................................... 35,000 --
Note payable to bank, collateralized by all assets of
Florida Panthers Hockey Club and fully guaranteed by the
Company's Chairman, varying interest rate, repaid with net
proceeds from the Initial Offerings....................... -- 25,000
Note payable with affiliate to bank, fully guaranteed by the
Company's Chairman, varying interest rate................. -- 20,000
-------- --------
Total debt outstanding...................................... 186,056 45,000
Less: current portion....................................... -- (20,000)
-------- --------
$186,056 $ 25,000
======== ========
</TABLE>

The Company's loan agreements require the maintenance of customary capital
expenditure reserve funds for the replacement of capital assets. The Company was
in compliance with these note requirements at June 30, 1997. The senior note
payable requires the Company to deposit excess operating cash into reserve
accounts which are accumulated and restricted to support future debt service,
facility expansion, fixed asset replacement and real estate tax payments. The
note contains significant restrictions with respect to incurrence of other debt.
In compliance with the agreement, the Company maintained $30.1 million in
restricted cash at June 30, 1997.

(6) PREMIER CLUB MEMBERSHIP FEES

The Premier Club program at the Boca Resort requires an initial membership
fee and annual dues based on the number and type of facilities the member uses.

Under the terms of the Premier Club program, current applications for
membership require a fee of $35,000. As of June 30, 1997, Boca Resort has
recorded membership fees of approximately $63.5 million of which approximately
$51.5 million has been received. As of June 30, 1997, membership notes
receivable bear

F-14
<PAGE> 67

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

interest at an average of 2.2% per annum with rates ranging from 0-9%. Based on
the terms of the agreements, the membership notes will be collected as follows
(in 000's):

<TABLE>
<S> <C>
1998........................................................ $ 3,778
1999........................................................ 3,597
2000........................................................ 2,489
2001........................................................ 1,209
Thereafter.................................................. 945
-------
$12,018
=======
</TABLE>

If any member paying over time suspends payments, amounts paid to date will
be forfeited and recognized as income. Fully paid fees are refundable upon the
death of a member or a member's spouse and upon the expiration of the 30-year
membership term (subject to renewal at the member's option). The fee is also
refundable upon a member's resignation from the Premier Club, but only out of
the proceeds of the membership fee of the fifth new member to join the Premier
Club following refund of all previously resigned members' fees. Total Premium
Club membership fees of approximately $63.5 million at June 30, 1997, have been
reflected as a non-current liability on the Company's Consolidated Balance
Sheets.

(7) STOCK OPTIONS

The Company has a stock option plan under which shares of common stock may
be granted to key employees and directors of the Company. Options granted under
the plan are non-qualified and are granted at a price equal to the fair market
value of the common stock at the date of grant. Generally, options granted will
have a term of ten years from the date of grant, and will vest in increments of
25% per year over a four year period on the yearly anniversary of the grant
date.

A summary of stock option transactions for the year ended June 30, 1997 is
as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Options outstanding at beginning of year................... -- --
Granted.................................................... 2,067,397 $17.85
Exercised.................................................. -- --
Cancelled.................................................. (21,605) $10.00
---------
Options outstanding at end of year......................... 2,045,792 $17.93
=========
Options exercisable at end of year......................... -- --
Options available for future grants........................ 554,208
</TABLE>

The range of exercise prices for the options outstanding at June 30, 1997
was $10.00 to $27.30.

The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees" in accounting for stock-based employee compensation arrangements
whereby no compensation cost related to stock options is deducted in determining
net income (loss) for options granted with exercise prices equal to market price
at the date of grant. Had compensation cost for the Company's stock option plans
been determined pursuant to

F-15
<PAGE> 68

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SFAS No. 123, "Accounting for Stock-Based Compensation", the Company's pro forma
unaudited net loss and net loss per share, for the year ended June 30, 1997,
would have increased as follows:

<TABLE>
<S> <C>
Pro forma net loss......................................... $(11,271,000)
Pro forma net loss per share............................... $ (.82)
Pro forma weighted average fair value of options granted... $ 8.74
Risk free interest rate.................................... 6.35%
Expected lives............................................. 5-7 years
Expected volatility........................................ 42%
</TABLE>

(8) COMMITMENTS AND CONTINGENCIES

LEASES

The Club is a party to a license agreement with Leisure Management
International ("LMI") for the use of the Miami Arena for its home games. In May
1996, the term of the license was extended to July 31, 1998, with two one-year
options for the 1998-99 season and the 1999-2000 season.

The terms of the license agreement and the related agreements provide for
the Club to pay minimum rent of $9,000 per home game, a seat use charge of $.75
per ticket sold and 7.5% of gross ticket sales proceeds over $200,000 per season
plus utilities, staffing and other operating expenses. For the years ended June
30, 1997, 1996 and 1995, rent expense pertaining to the Miami Arena license
agreement was approximately $1.7 million, $1.8 million and $729,000,
respectively.

The Company leases the Bahia Mar resort site from the City of Fort
Lauderdale under an operating lease which has a term through August 31, 2062.
Under the lease agreement, the Company is required to pay annual rental equal to
the greater of a percentage (4 percent through September 30, 2012 and 4.25
percent thereafter) of annual gross operating revenue, as defined, or a $300,000
minimum annual rent (escalating on a formula percentage after September 2037).
Rent expense under the lease totaled $247,000 for the period from the date of
the Bahia Mar acquisition (March 4, 1997) to June 30, 1997. The lease agreement
also requires the Company to annually set aside three percent of Bahia Mar's
revenue, as defined in the lease agreement, for the purchase, replacement and
upgrade of furniture, fixtures and equipment. All such restricted funds have
been spent on their required purpose at June 30, 1997.

Future minimum lease obligations under various noncancellable operating
leases with initial terms in excess of one year at June 30, 1997 are as follows
(in 000's):

<TABLE>
<S> <C>
1998........................................................ $ 2,446
1999........................................................ 2,138
2000........................................................ 1,157
2001........................................................ 645
2002........................................................ 300
Thereafter.................................................. 18,858
-------
$25,544
=======
</TABLE>

As of June 30, 1997, the Company has two letters of credit which secure two
operating leases. The letters of credit are collateralized by certificates of
deposit totaling $500,000 which mature in August 1997 and are included in
restricted cash.

F-16
<PAGE> 69

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with various player and
non-player employees which expire at various dates through June of 2000. The
terms of these employment agreements require future payments, excluding bonuses,
at June 30, 1997 as follows (in 000's):

BROWARD COUNTY ARENA

In June 1996, the Company entered into a 30-year license agreement for the
use of the Broward County Arena (the "Broward License Agreement"). In connection
therewith, Broward County will receive revenue (the "County Preferred Revenue")
from the operations of the Facility. The Company has provided Broward County a
guaranty pursuant to which the Company will be obligated to pay Broward County
the County Preferred Revenue Obligation. The Company believes that the revenue
generated from the operations of the Facility will be sufficient to provide
Broward County with the County Preferred Revenue. The Broward License Agreement
commences upon the completion of construction of the Facility, which is
currently scheduled for October 1, 1998. The Broward License Agreement is for a
term of 30 years, which may be extended for additional five year periods,
subject to certain conditions.

Pursuant to the Broward License Agreement, the Company is entitled to
receive all (a) revenue from the sale of (i) general seating ticket sales for
its home games to be played at the Facility, (ii) non-consumable concession
items at the Facility during its home games, (iii) items in the Club's retail
store to be located within the Facility, (iv) (in conjunction with and subject
to the rights of the NHL) the rights to all television and radio and other media
broadcasting rights for hockey related events at the Facility, (v) advertising
within or on certain designated locations at the Facility during hockey related
events and (vi) Panthers' related sponsorships or NHL league-wide sponsorships;
and (b) the first $14.0 million of "net operating income" generated by the
Facility and 80% with Broward County receiving 20% of all net operating income
generated by the Facility in excess of $14.0 million. "Net operating income" is
defined to include revenue from building naming rights fees, food and beverage
concessions, parking, non-hockey related advertising and all other revenue
generated from non-hockey related events offset by certain arena operating and
financing costs.

The Company will be obligated to pay rent in the amount of approximately
$7,500 per home game played by the Panthers at the Facility and to pay certain
utility and event staffing expenses, but the combined amounts payable by the
Club under the Broward License Agreement will not exceed 5% of the gross
receipts from the sale of general seating tickets to the Panthers' home games.

LITIGATION

On April 9, 1997, Allied Minority Contractors Association, Inc., South
Florida Chapter of NAMC, Overnight Success Construction, Inc., Reed Jr.,
Plumbing, Inc. and Christopher Mallard (collectively, the "Broward County
Plaintiffs") filed a suit against Broward County and Arena Development in the
Seventeenth Judicial Circuit in and for Broward County, Florida. This suit
alleges that Broward County entered into the agreement with the Company to
develop the Broward County Arena in violation of Florida law and Broward County
ordinances. The Broward County Plaintiffs seek, among other things, to nullify
the agreement between Broward County and the Company to develop the Broward
County Arena. The Company believes that his suit is without merit and intends to
vigorously defend against it. An unfavorable outcome of the suit may have a
material adverse effect on the Company's financial condition or results of
operations. On July 10, 1997, the

F-17
<PAGE> 70

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

trial court denied the Broward County Plaintiff's motion for a temporary
restraining order. This case is set for trial on February 2, 1998.

On January 28, 1997, February 4, 1997 and March 18, 1997, purported class
action lawsuits were filed against the Company and certain of its officers and
directors which allege, among other things, that the defendants violated the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection
with sales of the Company's Class A Common Stock by the plaintiff and others in
the purported class between November 13, 1996 and December 22, 1996. The suits
generally seek, among other things, certification as a class and an award of
damages in an amount to be determined at trial. The Company has not fully
assessed the likely outcome of the class action litigation, but intends to
vigorously defend against these suits.

On January 9, 1997, a lawsuit was filed by the Company, seeking a
determination as to the applicability of Broward County's Prevailing Wage
Ordinance to the construction of the Facility. The lawsuit asked for a
declaratory judgment finding the Prevailing Wage Ordinance did not apply to the
construction of the Facility and that Arena Development could continue without
reference to the ordinance. On February 21, 1997, the Seventeenth Judicial
Circuit Court ruled against the Company's complaint, finding that the Prevailing
Wage Ordinance was applicable. The Company appealed the decision rendered by the
court and the trial court's order has been stayed pending appeal. An unfavorable
outcome of this suit may require the Company to incur additional costs of up to
approximately $4.5 million.

The Company is not presently involved in any other material legal
proceedings. However, the Company may from time to time become a party to legal
proceedings arising in the ordinary course of business.

While the results of the legal proceedings described above and other
proceedings which arose in the normal course of business cannot be predicted
with certainty, management believes that losses, if any, resulting from the
ultimate resolution of these matters will not have a material adverse effect on
the Company's consolidated results of operations, consolidated cash flows or
consolidated financial position. However, unfavorable resolution of each matter
individually or in the aggregate could affect the consolidated results of
operations or cash flows for the periods in which they are resolved.

(9) LICENSE AND FRANCHISE AGREEMENTS

Upon the acquisition of Pier 66, the Company assumed the rights of the
franchise agreement with Hyatt Franchise Corporation. The franchise agreement is
for a 20-year term ending November 14, 2014 with various early termination
provisions and liquidated damages for early termination. The franchise agreement
provides a reimbursement of not more than $15,000 for out-of-pocket expenses
incurred relating to the granting of the franchise and monthly royalty fees
based on a percentage of gross room revenue: four percent through November 30,
1997 and five percent thereafter. The franchise agreement also provides for the
pro-rata allocation of certain Hyatt "allocable chain expenses". Aggregate Hyatt
fees and expenses amounted to $398,000 for the period from the Pier 66
acquisition (March 4, 1997) to June 30, 1997.

The franchise agreement also requires maintenance of a customary reserve
for replacement of furniture, fixtures and equipment. This reserve is four
percent of gross room revenue and all cash was utilized for its required purpose
at June 30, 1997.

Upon the acquisition of Bahia Mar, the Company assumed the rights of a ten
year license agreement with Radisson Hotels International, Inc. ("Radisson").
The terms of the agreement allow the Company to operate Bahia Mar using the
Radisson system. Annual fees payable to Radisson pursuant to the agreement are
four percent of the first $7.0 million of gross room sales and five percent of
gross room sales (as defined by the agreement) in excess of $7.0 million through
December 31, 1997. The remainder of the term requires fees in the amount of five
percent of gross room sales. Fees paid to Radisson pursuant to the license
agreement totaled $134,000 from the date of Bahia Mar's acquisition (March 4,
1997) to June 30, 1997.

F-18
<PAGE> 71

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10) MANAGEMENT AGREEMENTS

The Company is a party to a hotel management agreement (the "Pier 66
Management Agreement") with Pier 66 Management pursuant to which Pier 66
Management operates Pier 66. The remaining term of the Pier 66 Management
Agreement is approximately three years and it provides for an annual management
fee of approximately $500,000.

The Company is also a party to a separate hotel management agreement (the
"Bahia Mar Management Agreement") with Bahia Mar Management pursuant to which
Bahia Mar Management operates Bahia Mar. The remaining term of the Bahia Mar
Management Agreement is approximately three years and it provides for an annual
management fee equal to 2% of gross room sales.

(11) RELATED PARTY TRANSACTIONS

It is the Company's policy to enter into transactions with related parties
on terms that, on the whole, are no less favorable than those that would be
available from unaffiliated parties.

The Company pays a management fee to Huizenga Holdings, Inc. ("HHI", a
corporation whose sole shareholder is the Company's Chairman) equal to 1% of
total revenue, excluding all NHL national television revenue and NHL Enterprise
rights. Such fees totaled approximately $498,000, $293,000 and $132,000 for the
years ended June 30, 1997, 1996 and 1995, respectively, and are reflected as a
component of Selling, general and administrative expenses in the accompanying
consolidated statements of operations.

In August 1994, the Company's Chairman purchased a 50% interest in LMI,
which manages the Miami Arena pursuant to a management agreement (the
"Management Agreement") with Decoma. Under the terms of the Management
Agreement, LMI received from Decoma a management fee of approximately $120,000,
$109,000 and $122,000 for the years ended June 30, 1997, 1996 and 1995,
respectively.

In June 1993, the Company, along with an affiliate, Panthers Investment
Venture ("PIV") borrowed $20.0 million bearing interest at LIBOR plus .75
percent per annum for the purpose of financing a portion of the NHL franchise
fee. Following the completion of the Initial Offerings, this note was repaid in
full. Note payable to related party of approximately $40.2 million at June 30,
1996, represents a short-term borrowing of cash required for working capital
from the Company's Chairman plus interest at prime. In conjunction with the
Recapitalization, the Chairman received in exchange for this note 4,149,710
shares of Class A Common Stock and 255,000 shares of Class B Common Stock. Prior
to the Reorganization, Recapitalization, and Initial Offerings, the Company
incurred related party interest expense of approximately $1.6 million, $3.4
million and $2.3 million, for the years ended June 30, 1997, 1996 and 1995,
respectively.

On March 4, 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in the Pier 66 and Bahia Mar for 8,400,000 shares of Class A Common
Stock. Four of the Company's directors collectively received 2,395,205 shares of
the Company's Class A Common Stock in connection with the acquisition.

F-19
<PAGE> 72

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(12) OPERATIONS BY BUSINESS SEGMENT

The Company is a diversified holding company with major business operations
in the leisure and recreation and entertainment and sports industries. The
Company operates in the United States. The following table presents financial
information regarding the Company's different business segments as of and for
the years ended June 30 (in 000's):

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Revenue:
Leisure and recreation....................... $ 17,567 $ -- $ --
Entertainment and sports..................... 36,695 34,087 17,746
-------- -------- --------
$ 54,262 $ 34,087 $ 17,746
======== ======== ========
Operating income (loss):
Leisure and recreation....................... $ 4,053 $ -- $ --
Entertainment and sports..................... (10,533) (20,057) (11,299)
Corporate.................................... (1,899) -- --
-------- -------- --------
$ (8,379) $(20,057) $(11,299)
======== ======== ========
Amortization and depreciation:
Leisure and recreation....................... $ 1,459 $ -- $ --
Entertainment and sports..................... 4,239 9,815 6,266
-------- -------- --------
$ 5,698 $ 9,815 $ 6,266
======== ======== ========
Capital expenditures:
Leisure and recreation....................... $ 419 $ -- $ --
Entertainment and sports..................... 1,058 140 161
Corporate.................................... 17 -- --
-------- -------- --------
$ 1,494 $ 140 $ 161
======== ======== ========
Assets:
Leisure and recreation....................... $533,493 $ -- $ --
Entertainment and sports..................... 65,338 47,760 53,587
Corporate.................................... 1,561 -- --
-------- -------- --------
$600,392 $ 47,760 $ 53,587
======== ======== ========
</TABLE>

(13) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Revenue............................................. 1997 $ 1,167 $14,216 $21,754 $17,125
1996 $ 836 $12,276 $10,912 $10,063
Operating income (loss)............................. 1997 $(3,904) $(2,556) $ 782 $(2,701)
1996 $(4,968) $(3,336) $(6,510) $(5,243)
Primary and fully diluted earnings (loss) per
share............................................. 1997 $ (1.00) $ (.37) $ .07 $ (.10)
1996 $ (1.15) $ (.85) $ (1.48) $ (1.28)
Net income(loss).................................... 1997 $(5,274) $(3,525) $ 1,277 $(2,738)
1996 $(6,044) $(4,493) $(7,815) $(6,787)
</TABLE>

F-20
<PAGE> 73

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(14) INCOME TAXES

Prior to the Recapitalization, the Company and its subsidiaries were
non-tax paying entities. For the year ended June 30, 1997, however, the Company
was not required to provide for federal or state income taxes due to its net
losses. Under the provisions of SFAS No. 109, the Company has provided a
valuation allowance to reserve against 100% of its net operating loss
carryforwards given the Company's history of net losses. As of June 30, 1997,
for financial reporting purposes, the Company has net operating loss
carryforwards of approximately $2.2 million, which if not utilized, will expire
beginning in 2012.

(15) EMPLOYEE BENEFITS

Certain of the Company's employees are participants in a 401(k) Savings and
Retirement Plan (the "401(k)"), a defined contribution plan for non-players. The
401(k) is available to employees over the age of 21 with at least one year of
service who work a minimum of 1,000 hours per year. The Company may match a
discretionary percentage of the amount contributed by the participant up to a
limit of 6% of annual compensation. Employees may contribute up to 10% of their
annual compensation. Participants are automatically vested in compensation
deferrals. Vesting in Company matching contributions is at the rate of 20% each
year, after one year of plan participation, reaching 100% after five years. The
Company did not make a discretionary contribution in fiscal 1997, 1996 or 1995.

Boca Resort has in place a 401(a) Plan (the "Boca Plan") for which
substantially all of Boca Resort's employees are eligible to participate. The
Boca Plan allows participants to contribute up to 16% of their total
compensation. The Company is required to contribute 50% of the first 6% of the
employee's earnings. The Company has until December 31, 1998 to bring the Boca
Plan into compliance with IRS coverage regulations.

The Club's NHL hockey players are covered under the NHL Club Pension Plan
and Trust (the "Plan") which is administered by the NHL and represents a
multi-employer defined contribution plan. The Club's contributions to the Plan
totaled $157,000, $180,000 and $89,000 for the years ended June 30, 1997, 1996
and 1995, respectively.

Beginning April 1, 1995, the Company obtained commercial insurance coverage
to cover employees', other than players and coaches, health care costs for which
employees make partial contributions. Players and coaches are covered under the
NHL Medical and Dental Plan administered by the NHL, for which the Company pays
100% of the premiums. Prior to April 1, 1995, the Company's employees, other
than players and coaches, were covered under a self-insured group health plan
sponsored by an affiliate. The Company fully reimbursed the third-party
administrator for its actual billed cost, including the cost of all paid claims
for all Company employees other than coaches and players.

(16) SUBSEQUENT EVENT

On August 6, 1997, the Company offered 6,780,135 shares of Class A Common
Stock, of which 6,000,000 shares were sold by the Company and 780,135 shares
were offered for the account of certain selling shareholders. The net proceeds
to the Company were approximately $109.7 million.

F-21
<PAGE> 74

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, JUNE 30,
1997 1997
------------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 28,396 $ 13,709
Restricted cash........................................... 27,673 30,110
Accounts receivable....................................... 14,726 13,087
Inventory................................................. 6,315 5,763
Current portion of Premier Club notes receivable.......... 3,727 3,778
Other current assets...................................... 4,882 4,143
-------- --------
Total current assets................................. 85,719 70,590
PROPERTY AND EQUIPMENT...................................... 570,271 475,391
INTANGIBLE ASSETS, NET...................................... 40,182 40,987
PREMIER CLUB NOTES RECEIVABLE, NET OF CURRENT PORTION....... 7,862 8,240
OTHER ASSETS................................................ 11,917 5,184
-------- --------
Total assets...................................... $715,951 $600,392
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 41,886 $ 34,590
Deferred revenue.......................................... 32,326 10,015
Other current liabilities................................. 4,257 3,631
-------- --------
Total current liabilities......................... 78,469 48,236
LONG-TERM DEBT.............................................. 151,056 186,056
PREMIER CLUB MEMBERSHIP FEES................................ 65,000 63,499
OTHER NON-CURRENT LIABILITIES............................... 2,993 1,448
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN CONSOLIDATED ENTITIES.................. 4,046 --
SHAREHOLDERS' EQUITY:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 34,847,744 and 27,929,570 shares
outstanding at September 30 and June 30, 1997,
respectively........................................... 348 279
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
September 30 and June 30, 1997......................... 3 3
Contributed capital....................................... 429,417 304,095
Accumulated deficit....................................... (15,381) (3,224)
-------- --------
Total shareholders' equity........................ 414,387 301,153
-------- --------
Total liabilities and shareholders' equity........ $715,951 $600,392
======== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-22
<PAGE> 75

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30,

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
REVENUE:
Leisure and recreation.................................... $ 30,287 $ --
Entertainment and sports.................................. 2,662 1,167
-------- -------
Total revenue..................................... 32,949 1,167
OPERATING EXPENSES:
Cost of leisure and recreation services................... 17,568 --
Cost of entertainment and sports services................. 3,338 2,489
Selling, general and administrative expenses.............. 17,442 1,671
Amortization and depreciation expense..................... 3,847 911
-------- -------
Total operating expenses.......................... 42,195 5,071
OPERATING LOSS.............................................. (9,246) (3,904)
INTEREST AND OTHER INCOME................................... 264 --
INTEREST EXPENSE AND MINORITY INTEREST...................... (3,175) (1,370)
-------- -------
NET LOSS.................................................... $(12,157) $(5,274)
======== =======
PRIMARY AND FULLY DILUTED LOSS PER COMMON SHARE............. $ (0.38) $ (1.00)
======== =======
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING............... 32,000 5,276
======== =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-23
<PAGE> 76

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30,

(IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $(12,157) $(5,274)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Amortization and depreciation.......................... 3,847 911
Deferred compensation.................................. -- (163)
Minority interest...................................... 88 (34)
Change in operating assets and liabilities (excluding the
effects of business acquisitions):
Accounts receivable.................................... (35) 1,762
Other current assets................................... 2,730 (2,731)
Accounts payable and accrued expenses.................. (3,001) 1,195
Deferred revenue and other liabilities................. 24,061 14,827
-------- -------
Net cash provided by operating activities......... 15,533 10,493
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in business acquisitions.................... 12,476 --
Cash used in business acquisitions........................ (75,508) --
Capital expenditures...................................... (11,418) (494)
-------- -------
Net cash used in investing activities............. (74,450) (494)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock................ 108,763 --
Proceeds from borrowings under note payable to related
party.................................................. -- 791
Payments on revolving credit line......................... (35,000) --
Payment of dividends to minority interests................ -- (73)
Distribution to minority interests........................ (159) (56)
-------- -------
Net cash provided by financing activities......... 73,604 662
-------- -------
Increase in cash and cash equivalents............. 14,687 10,661
CASH AND CASH EQUIVALENTS, at beginning of period........... 13,709 465
-------- -------
CASH AND CASH EQUIVALENTS, at end of period................. $ 28,396 $11,126
======== =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-24
<PAGE> 77

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited Consolidated Financial Statements of Florida
Panthers Holdings, Inc. and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
statements and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.

The financial information furnished herein reflects all adjustments
consisting of normal recurring accruals that, in the opinion of management, are
necessary for a fair presentation of the results for the interim period. The
results of operations for the three-month period ended September 30, 1997 are
not necessarily indicative of the results to be expected for the entire year
primarily due to seasonal variations. All significant intercompany accounts have
been eliminated.

2. ORGANIZATION

The Company is a holding company with subsidiaries currently operating in
two business segments: (i) leisure and recreation (the "Leisure and Recreation
Business") and (ii) entertainment and sports (the "Entertainment and Sports
Business").

The Leisure and Recreation Business presently consists of the Company's
ownership of the Boca Raton Resort and Club ("Boca Resort"), the Hyatt Regency
Pier 66 Hotel and Marina ("Pier 66") and the Radisson Bahia Mar Beach Resort and
Yachting Center ("Bahia Mar"), and its majority ownership interest in the
Registry Hotel at Pelican Bay ("Registry Resort") (Boca Resort, Pier 66, Bahia
Mar and Registry Resort are collectively referred to as the "Resort
Facilities").

The Entertainment and Sports Business consists of the Florida Panthers
hockey club (the "Panthers"), the operation of two ice skating rinks, the arena
operating and development companies associated with the new Broward County Arena
and an interest in the Miami Arena.

3. SALE OF COMMON STOCK

On August 11, 1997, the Company received $108.8 million in net proceeds
from the underwritten public offering of 6,000,000 shares of Class A Common
Stock. A portion of the proceeds was used to acquire Registry Resort.

4. BUSINESS COMBINATIONS

On August 13, 1997, the Company acquired 68% of the ownership interests
(325 of the 474 units) in Registry Resort for 918,174 shares of Class A Common
Stock, warrants to purchase 325,000 shares of Class A Common Stock and $75.5
million in cash. In September 1997, the Company made offers to acquire the
remaining units of Registry Resort. To date, the Company has closed on 45
additional units, increasing its ownership interest to approximately 78%. See
"Management's Discussion and Analysis of Financial Condition -- Cash Used in
Investing Activities".

F-25
<PAGE> 78

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The acquisition of Registry Resort has been accounted for under the
purchase method of accounting. The preliminary purchase price allocation in
thousands is set forth below.

<TABLE>
<S> <C>
Cash acquired in connection with business acquisition....... $ 12,476
Other current assets........................................ 7,347
Property and equipment...................................... 86,499
Other non-current assets.................................... 2,319
Current liabilities including accrued transaction related
costs..................................................... (12,300)
Minority interest........................................... (4,046)
Class A Common Stock issued or reserved for issuance........ (16,787)
--------
Cash used in business acquisition........................... $ 75,508
========
</TABLE>

The Company's consolidated results of operations on an unaudited pro forma
basis, assuming that the Registry Resort acquisition and sale of 6,000,000
shares of Class A Common Stock occurred at the beginning of the periods
presented, are set forth below in thousands. See also Note 3.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30,
-------------------
1997 1996
-------- --------
<S> <C> <C>
Revenue..................................................... $ 36,084 $ 3,988
Net operating loss.......................................... (9,477) (4,112)
Net loss.................................................... (11,885) (5,029)
Pro forma primary and fully diluted loss per common share... (0.34) (0.41)
Weighted average number of shares outstanding............... 35,103 12,194
</TABLE>

5. RECENT DEVELOPMENTS

On September 8, 1997, the Company entered into a definitive agreement to
acquire the Rolling Hills Golf Course in Davie, Florida for $8.0 million in
cash. The consummation of the transaction is subject to customary conditions and
will be accounted for under the purchase method of accounting.

F-26
<PAGE> 79

FLORIDA PANTHERS HOLDINGS, INC.

INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS

Florida Panthers Holdings, Inc. (the "Company") is a holding company with
subsidiaries currently operating in two business segments: (1) leisure and
recreation and (ii) entertainment and sports. The leisure and recreation
business consists of four high-end destination luxury resort operations: the
Boca Raton Resort and Club ("Boca Resort"), the Registry Resort at Pelican Bay
("Registry Resort"), the Hyatt Regency Pier 66 Hotel and Marina ("Pier 66" or
"2301 Ltd.") and the Radisson Bahia Mar Resort and Yachting Center ("Bahia Mar"
or "Rahn Ltd.") (collectively, the "Resort Facilities"). The Company's
entertainment and sports business consists of ownership and operation of the
Florida Panthers, a professional hockey team which has been a member of the
National Hockey League ("NHL") since 1993, arena development and management
operations and ice skating rink operations.

SEASONALITY

The Resort Facilities are located in Florida and have historically
experienced higher revenues and operating income during the first and fourth
quarters of each calendar year due to increased rates of occupancy and room
rental rates during the winter months. The NHL regular season begins during the
fall and ends in late spring. As a result, the Company realizes a majority of
its hockey revenue and related expenses during such period.

GENERAL

The unaudited pro forma consolidated balance sheet as of June 30, 1997 and
the unaudited pro forma statement of operations for the year then ended, reflect
adjustments to Florida Panthers Holdings, Inc. and Registry Resort historical
financial position and results of operations to give effect to the transactions
discussed below as if such transactions had been consummated at June 30, 1997,
or at the beginning of the period presented.

THE INITIAL OFFERINGS

The unaudited pro forma statement of operations reflects the Company's
initial public offering and concurrent offering directly to certain investors
(the "Initial Offerings"), which was effective November 13, 1996 and the
application of the net proceeds therefrom, as if these offerings had occurred at
the beginning of the period presented.

PRIVATE PLACEMENT TRANSACTION

In January 1997, the Company issued and sold 2,460,000 shares of
unregistered, but otherwise unrestricted, Class A Common Stock in a private
placement at a price of $27.75 per share (the "Private Placement"). The Private
Placement resulted in net proceeds to the Company of $65.6 million after
deducting placement agency fees and other expenses. The application of the net
proceeds of the Private Placement has been reflected in the unaudited pro forma
consolidated statement of operations as if it had occurred at the beginning of
the period presented.

SUBSEQUENT OFFERING

In August 1997, the Company issued and sold 6,000,000 shares of Class A
Common Stock at a price of $19.25 per share (the "Subsequent Offering")
resulting in net proceeds to the Company of $108.8 million after deducting
placement agency fees and other expenses. The application of the net proceeds of
the Subsequent Offering has been reflected in the unaudited pro forma
consolidated statement of operations as if it had occurred at the beginning of
the period presented.

F-27
<PAGE> 80

FLORIDA PANTHERS HOLDINGS, INC.

INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)

BUSINESS COMBINATIONS

Prior to the completion of the Initial Offerings, all of the partnership
interests of the Decoma Entities, which share in the operation of the Miami
Arena where the Panthers currently play, were acquired by the Company, from the
Company's Chairman, in exchange for a total of 870,968 shares of its Class A
Common Stock. As this transaction was among entities under common control, it
was accounted for on a historical cost basis in a manner similar to a pooling of
interests as of August 6, 1994, the date of their acquisition by the Company's
Chairman.

Businesses acquired through June 30, 1997 are accounted for under the
purchase method of accounting and are included in the historical financial
statements from the date of acquisition and are discussed below. These
acquisitions have been reflected in the unaudited pro forma statement of
operations as if they occurred as the beginning of the period presented:

In May 1997, the Company acquired the rights to operate the Gold Coast Ice
Arena in exchange for 34,760 shares of Class A Common Stock. Gold Coast is the
current practice home of the Florida Panthers Hockey Club and provides open
skating, ice hockey leagues and other programs to the public.

In March 1997, the Company acquired all of the ownership interests,
comprised of capital stock and partnership interests, of each of the entities
which own, directly or indirectly, all of the general and limited partnership
interests in Bahia Mar in exchange for 3,950,000 shares of Class A Common Stock.

In March 1997, the Company acquired all ownership interests, comprised of
capital stock and partnership interests, of each of the entities which own,
directly or indirectly, all of the general and limited partnership interests in
Pier 66 in exchange for 4,450,000 shares of Class A Common Stock.

RECENTLY ACQUIRED BUSINESS

In August 1997, the Company acquired interests constituting approximately
68% of Registry Resort in exchange for approximately $75.5 million in cash,
together with 918,174 shares and warrants to purchase 325,000 shares of the
Company's Class A Common Stock.

F-28
<PAGE> 81

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
BUSINESS SUBSEQUENTLY
ACQUIRED
----------------------------- SUBSEQUENT
FLORIDA PANTHERS REGISTRY ACQUISITION OFFERING PRO FORMA
HOLDINGS, INC. RESORT ADJUSTMENTS ADJUSTMENTS AS ADJUSTED
---------------- --------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................... $ 13,709 $ 8,491 $(75,508)(b) $ 108,821(e) $ 20,513
(35,000)(e)
Restricted cash................................ 30,110 2,942 -- -- 33,052
Accounts receivable............................ 13,087 2,596 -- -- 15,683
Inventories.................................... 5,763 678 -- -- 6,441
Current portion of Premier Club notes
receivable................................... 3,778 -- -- -- 3,778
Current portion of mortgage notes receivable... -- 301 -- -- 301
Other current assets........................... 4,143 1,334 -- -- 5,477
--------- ------- -------- --------- ---------
Total current assets..................... 70,590 16,342 (75,508) 73,821 85,245
PROPERTY AND EQUIPMENT, NET...................... 475,391 12,921 73,578(a) -- 561,890
PREMIER CLUB NOTES RECEIVABLE, NET OF CURRENT
PORTION........................................ 8,240 -- -- -- 8,240
MORTGAGE NOTES RECEIVABLE, NET OF CURRENT
PORTION........................................ -- 2,329 -- -- 2,329
INTANGIBLE ASSETS, NET........................... 40,987 -- -- -- 40,987
OTHER ASSETS..................................... 5,184 3,523 -- -- 8,707
--------- ------- -------- --------- ---------
Total assets............................. $ 600,392 $35,115 $ (1,930) $ 73,821 $ 707,398
========= ======= ======== ========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.......... $ 34,590 $ 3,331 $ 7,425(c) $ -- $ 45,346
Deferred revenue............................... 10,015 980 -- -- 10,995
Other current liabilities...................... 3,631 25 -- -- 3,656
--------- ------- -------- --------- ---------
Total current liabilities................ 48,236 4,336 7,425 -- 59,997
LONG-TERM DEBT................................... 186,056 -- -- (35,000)(e) 151,056
PREMIER CLUB MEMBERSHIP FEES..................... 63,499 -- -- -- 63,499
OTHER NON-CURRENT OBLIGATIONS.................... 1,448 -- -- -- 1,448
MINORITY INTEREST IN CONSOLIDATED ENTITIES....... -- 4,637 -- -- 4,637
SHAREHOLDERS' EQUITY:
Class A common stock........................... 279 -- 9(d) 60(e) 348
Class B common stock........................... 3 -- -- -- 3
Contributed capital............................ 304,095 26,142 (9,364)(d) 108,761(e) 429,634
Accumulated deficit............................ (3,224) -- -- -- (3,224)
--------- ------- -------- --------- ---------
Total shareholders' equity............... 301,153 26,142 (9,355) 108,821 426,761
--------- ------- -------- --------- ---------
Total liabilities and shareholders'
equity................................. $ 600,392 $35,115 $ (1,930) $ 73,821 $ 707,398
========= ======= ======== ========= =========
</TABLE>

The accompanying notes are an integral part of this statement.

F-29
<PAGE> 82

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
BUSINESS
SUBSEQUENTLY ACQUIRED
FLORIDA -------------------------- SUBSEQUENT
PANTHERS REGISTRY ACQUISITION OFFERING PRO FORMA AS
HOLDINGS, INC. RESORT ADJUSTMENTS ADJUSTMENTS ADJUSTED
-------------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
REVENUE:
Leisure and recreation............................... $ 30,287 $3,135 $ -- $ -- $ 33,422
Entertainment and sports............................. 2,662 -- -- -- 2,662
-------- ------ ----- ---- --------
Total revenue.................................... 32,949 3,135 -- -- 36,084
OPERATING EXPENSES:
Cost of leisure and recreation services.............. 17,568 1,764 -- -- 19,332
Cost of entertainment and sports services............ 3,338 -- -- -- 3,338
Selling, general and administrative.................. 17,442 1,310 31(f) -- 18,783
Amortization and depreciation........................ 3,847 162 98(h) -- 4,107
-------- ------ ----- ---- --------
Total operating expenses......................... 42,195 3,236 129 -- 45,560
-------- ------ ----- ---- --------
OPERATING INCOME (LOSS)................................ (9,246) (101) (129) -- (9,476)
INTEREST AND OTHER INCOME.............................. 264 198 -- -- 462
INTEREST EXPENSE AND MINORITY INTEREST................. (3,175) (77) -- 381(i) (2,871)
-------- ------ ----- ---- --------
NET INCOME (LOSS)...................................... $(12,157) $ 20 $(129) 381 (11,885)
======== ====== ===== ==== ========
PRIMARY AND FULLY DILUTED INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE.............................. $ (0.38) $ (0.34)
======== ========
(j) (j)
WEIGHTED AVERAGE SHARES OUTSTANDING.................... 32,000 35,103
======== ========
(j) (j)
</TABLE>

The accompanying notes are an integral part of these statements.

F-30
<PAGE> 83

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

FLORIDA BUSINESSES ACQUIRED
PANTHERS ---------------------------------------------
HOLDINGS, 2301 RAHN INCREDIBLE BOCA ACQUISITION
INC. LTD. LTD. ICE RESORT ADJUSTMENTS
--------- ---- ---- ---------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
REVENUE:
Leisure and recreation............... $ 17,567 $18,511 $11,578 $ -- $116,194 $ --
Entertainment and sports............. 36,695 -- -- 356 -- --
-------- ------- ------- ------ -------- -------
Total revenue...................... 54,262 18,511 11,578 356 116,194 --
OPERATING EXPENSES:
Cost of leisure and recreation
services........................... 6,658 7,679 3,915 -- 56,522 --
Cost of entertainment and sports
services........................... 35,135 -- -- -- -- --
Selling, general and
administrative..................... 15,150 5,513 3,658 1,175 34,171 1,466(f)
(1,926)(g)
Amortization and depreciation........ 5,698 1,155 1,348 36 6,145 3,372(h)
-------- ------- ------- ------ -------- -------
Total operating expenses........... 62,641 14,347 8,921 1,211 96,838 2,912
-------- ------- ------- ------ -------- -------
OPERATING INCOME (LOSS)................ (8,379) 4,164 2,657 (855) 19,356 (2,912)
INTEREST AND OTHER INCOME.............. 1,923 -- -- -- 500 --
INTEREST EXPENSE AND MINORITY
INTEREST............................. (3,804) (1,487) (816) -- (18,225) 3,546(i)
-------- ------- ------- ------ -------- -------
NET INCOME (LOSS)...................... $(10,260) $ 2,677 $ 1,841 $ (855) $ 1,631 $ 634
======== ======= ======= ====== ======== =======
PRIMARY AND FULLY DILUTED INCOME (LOSS)
PER COMMON AND COMMON EQUIVALENT
SHARE................................ $ (0.74)
========
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES.................... 13,829
========

<CAPTION>
PRO
FORMA
AS BUSINESS
ADJUSTED SUBSEQUENTLY ACQUIRED PRO
FOR THE ----------------------------- SUBSEQUENT FORMA
BUSINESSES REGISTRY ACQUISITION OFFERING AS
ACQUIRED RESORT ADJUSTMENTS ADJUSTMENTS ADJUSTED
---------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
REVENUE:
Leisure and recreation............... $163,850 $40,607 $ -- $ -- $204,457
Entertainment and sports............. 37,051 -- -- -- 37,051
-------- ------- ------- ------ --------
Total revenue...................... 200,901 40,607 -- -- 241,508
OPERATING EXPENSES:
Cost of leisure and recreation
services........................... 74,774 16,683 -- -- 91,457
Cost of entertainment and sports
services........................... 35,135 -- -- -- 35,135
Selling, general and
administrative..................... 59,207 12,769 406(f) -- 72,382

Amortization and depreciation........ 17,754 1,035 834(h) -- 19,623
-------- ------- ------- ------ --------
Total operating expenses........... 186,870 30,487 1,240 -- 218,597
-------- ------- ------- ------ --------
OPERATING INCOME (LOSS)................ 14,031 10,120 (1,240) -- 22,911
INTEREST AND OTHER INCOME.............. 2,423 1,108 -- -- 3,531
INTEREST EXPENSE AND MINORITY
INTEREST............................. (20,786) (4,310) -- 2,520(i) (22,576)
-------- ------- ------- ------ --------
NET INCOME (LOSS)...................... $ (4,332) $ 6,918 $(1,240) $2,520 $ 3,866(k)
======== ======= ======= ====== ========
PRIMARY AND FULLY DILUTED INCOME (LOSS)
PER COMMON AND COMMON EQUIVALENT
SHARE................................ $ (0.16) $ 0.11
======== ========
(j) (j)
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES.................... 26,981 34,399
======== ========
(j) (j)
</TABLE>

The accompanying notes are in integral part of this statement.

F-31
<PAGE> 84

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(a) Represents the step-up in cost basis of property and equipment acquired. The
excess of purchase price over historical costs is allocated based upon the
following relative fair values (in 000's):

<TABLE>
<CAPTION>
AS
HISTORICAL STEP-UP ADJUSTED
---------- ------- -----------
<S> <C> <C> <C>
Land............................................ $ 1,351 $25,752 $27,103
Building........................................ 8,858 47,826 56,684
Furniture and equipment......................... 2,712 -- 2,712
------- ------- -------
$12,921 $73,578 $86,499
======= ======= =======
</TABLE>

The fair values of property and equipment were determined by the Company's
management in consultation with representatives of the prior property
owners. Factors considered in the allocation include trends in the
hospitality industry and local real estate market, estimated replacement
value of the property and the present value of the expected cash flows from
operating the resort discounted at a market rate. Although such allocation
is preliminary, management believes that no material adjustments will be
required.

(b) Represents cash consideration paid in connection with the acquisition of
Registry Resort.

(c) Represents the accrual of acquisition-related costs for legal and accounting
services as well as the estimated cost to terminate the existing external
management company contract. The Company expects to perform such services
through internal human resources and technology.

(d) Represents the issuance of 918,174 shares and warrants to purchase 325,000
shares of the Company's Class A Common Stock, par value $.01, in exchange
for assets of Registry Resort. The value of the 918,174 shares of the
Company's Class A Common Stock is based on the average share price on the
New York Stock Exchange for five days before and five days after execution
of the Merger Agreement (or $23.15) reduced by a discount which was based on
factors including the restricted nature of the stock issued resulting from
"lock up" clauses restricting sales over a two-year period and the size of
the block of shares.

(e) Represents net proceeds from the issuance of 6,000,000 shares at $19.25 per
share of the Company's Class A Common Stock in August 1997. A portion of the
proceeds was used to repay $35.0 million of indebtedness under a revolving
credit facility.

(f) Represents a management fee equal to 1% of revenue payable to Huizenga
Holdings, a related party controlled by the Chairman of the Company.

(g) Represents the difference between contracted expenses incurred prior to the
acquisition of Boca Resort versus those to be incurred subsequent to the
acquisition. Such costs include payment under employment contracts and
management agreements.

(h) Represents additional depreciation expense associated with the stepped-up
basis of the property and equipment of the acquired company or companies.
For the year ended June 30, 1997, amount also includes the amortization of
$6,092,000 which represents the excess of purchase price over the fair value
of the net assets of Incredible Ice.

(i) For the year ended June 30, 1997, amount represents the reduction of
interest expense associated with the retirement of approximately $65.0
million of indebtedness from the proceeds of the Private Placement and the
6,000,000 share offering, see (e). For the three months ended September 30,
1997, amount represents the reduction of interest expense associated with
the retirement of $35 million of indebtedness from proceeds of the 6,000,000
share offering.

(j) Net income (loss) per share and weighted average shares outstanding are
determined based on the (i) 5,275,678 shares issued in connection with the
reorganization as if they had been outstanding for the entire period
presented, (ii) 4,838,710 shares (of the 7,300,000 shares issued in the
Initial Offerings)

F-32
<PAGE> 85

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

issued to repay the Company's outstanding indebtedness as if they had been
outstanding for the period prior to the prior offerings, (iii) 7,300,000
shares issued in connection with the Initial Offerings for the period for
which they were actually outstanding, (iv) 8,400,000 shares issued in
connection with the exchange agreements (4,450,000 shares for 2301 Ltd. and
3,950,000 shares for Rahn Ltd.) as if they had been outstanding for the
entire period presented, (v) 212,766 shares issued in the acquisition of
Incredible Ice as if they had been outstanding for the entire period
presented, (vi) 2,460,000 shares issued in the Private Placement for the
period for which they were actually outstanding, (vii) 34,760 shares issued
in the acquisition of Gold Coast as if they had been outstanding for the
entire period presented, (viii) 4,514,889 shares issued in connection with
the acquisition of Boca Resort as if they had been outstanding for the
entire period presented, (ix) 918,174 shares issued in connection with the
acquisition of Registry Resort as if they had been outstanding for the
entire period presented, (x) 6,000,000 shares issued in a Subsequent
Offering as if they had been outstanding for the entire period presented and
(xi) the dilutive effect of stock options.

(k) A pro forma tax provision has been excluded from the presentation based on
the fact that the Company has adequate net operating loss carryforwards to
offset pro forma earnings presented.

F-33
<PAGE> 86

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
2301 SE 17th St., Ltd.:

We have audited the accompanying balance sheet of 2301 SE 17th St., Ltd.
(the "Partnership", a Florida limited partnership) as of December 31, 1996, and
the related statements of operations, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of 2301 SE 17th St., Ltd. as of
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
January 10, 1997.

F-34
<PAGE> 87

INDEPENDENT AUDITORS' REPORT

The Partners
2301 SE 17th St., Ltd.:

We have audited the accompanying balance sheet of 2301 SE 17th St., Ltd. (a
Florida limited partnership) as of December 31, 1995, and the related statements
of operations, partners' equity and cash flows for each of the years in the two
year period ended December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of 2301 SE 17th St., Ltd. at
December 31, 1995, and the results of its operations and its cash flows for each
of the years in the two year period ended December 31, 1995 in conformity with
generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Fort Lauderdale, Florida,
April 19, 1996

F-35
<PAGE> 88

2301 SE 17TH ST., LTD.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 5,665,918 $ 5,296,563
Accounts receivable, net of allowance for doubtful
accounts of $25,000 as of December 31, 1996 and 1995... 1,270,539 1,510,354
Inventories............................................... 417,775 360,691
Prepaid expenses and other current assets................. 52,650 112,827
----------- -----------
Total current assets.............................. 7,406,882 7,280,435
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$4,989,415 and $3,402,512 as of December 31, 1996 and
1995, respectively........................................ 28,435,871 29,045,675
OTHER ASSETS, net of accumulated amortization of $1,659,860
and $1,575,526 as of December 31, 1996 and 1995,
respectively.............................................. 350,338 387,638
----------- -----------
Total assets...................................... $36,193,091 $36,713,748
=========== ===========

LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 734,140 $ 1,210,721
Accrued liabilities....................................... 974,562 1,070,441
Advance deposits.......................................... 400,049 522,622
----------- -----------
Total current liabilities......................... 2,108,751 2,803,784
LONG-TERM DEBT.............................................. 25,741,929 25,522,398
----------- -----------
Total liabilities................................. 27,850,680 28,326,182
COMMITMENTS AND CONTINGENCIES (Notes 1 and 9)
PARTNERS' EQUITY:
General Partner........................................... 83,424 83,875
Class A Limited Partners.................................. 8,258,887 8,303,591
Class B Limited Partners.................................. 100 100
----------- -----------
Total partners' equity............................ 8,342,411 8,387,566
----------- -----------
Total liabilities and partners' equity............ $36,193,091 $36,713,748
=========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-36
<PAGE> 89

2301 SE 17TH ST., LTD.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING REVENUES:
Rooms.......................................... $ 12,885,858 $ 11,778,303 $ 9,784,119
Yachting and marina service.................... 3,613,361 3,186,513 3,157,742
Food, beverage and banquets.................... 8,756,909 8,151,581 6,889,860
Telephone, retail and other.................... 2,466,427 2,516,960 2,100,903
------------ ------------ ------------
Total operating revenues............... 27,722,555 25,633,357 21,932,624
COSTS AND EXPENSES:
Rooms.......................................... 2,801,808 2,659,149 2,443,787
Yachting and marina service.................... 1,199,177 984,456 869,688
Food, beverage and banquets.................... 6,543,959 6,273,101 5,670,050
Telephone, retail and other.................... 1,098,451 1,121,172 1,082,039
Selling, general and administrative............ 3,389,522 3,488,941 3,020,107
Property operations, maintenance and energy
costs....................................... 2,723,454 2,535,241 2,423,787
Royalty fees, property taxes, insurance,
etc......................................... 1,404,356 1,189,549 1,103,749
Depreciation and amortization.................. 1,675,608 1,566,582 1,428,172
Related party management fee................... 530,000 514,000 560,000
------------ ------------ ------------
Total costs and expenses............... 21,366,335 20,332,191 18,601,379

Income from operations................. 6,356,220 5,301,166 3,331,245

OTHER INCOME (EXPENSE):
Interest income................................ 233,859 225,111 120,989
Interest expense............................... (2,375,634) (2,424,040) (2,168,908)
Loss on disposal of fixed assets............... (59,600) (114,230) (12,523)
------------ ------------ ------------

NET INCOME....................................... 4,154,845 2,988,007 1,270,803
PRO FORMA INCOME TAX PROVISION (Note 3).......... 1,620,389 1,165,323 495,613
------------ ------------ ------------
PRO FORMA NET INCOME AFTER INCOME TAXES.......... $ 2,534,456 $ 1,822,684 $ 775,190
============ ============ ============

NET INCOME ALLOCATED TO:
General Partner................................ $ 41,549 $ 29,880 $ 12,708
Class A Limited Partners....................... 4,113,296 2,958,127 1,258,095
Class B Limited Partners....................... -- -- --
------------ ------------ ------------

Total Net income....................... $ 4,154,845 $ 2,988,007 $ 1,270,803
============ ============ ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-37
<PAGE> 90

2301 SE 17TH ST., LTD.

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
CLASS A CLASS B
GENERAL PARTNER LIMITED PARTNERS LIMITED PARTNERS TOTAL
--------------- ---------------- ---------------- -----------
<S> <C> <C> <C> <C>
PARTNERS' EQUITY, December 31,
1993........................... $ 76,287 $ 7,552,369 $100 $ 7,628,756
Partner distributions.......... (10,000) (990,000) -- (1,000,000)
Net income..................... 12,708 1,258,095 -- 1,270,803
-------- ----------- ------ -----------
PARTNERS' EQUITY, December 31,
1994........................... 78,995 7,820,464 100 7,899,559
Partner distributions.......... (25,000) (2,475,000) -- (2,500,000)
Net income..................... 29,880 2,958,127 -- 2,988,007
-------- ----------- ------ -----------
PARTNERS' EQUITY, December 31,
1995........................... 83,875 8,303,591 100 8,387,566
Partner distributions.......... (42,000) (4,158,000) -- (4,200,000)
Net income..................... 41,549 4,113,296 -- 4,154,845
-------- ----------- ------ -----------
PARTNERS' EQUITY, December 31,
1996........................... $ 83,424 $ 8,258,887 $100 $ 8,342,411
======== =========== ====== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-38
<PAGE> 91

2301 SE 17TH ST., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................ $ 4,154,845 $ 2,988,007 $ 1,270,803
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization.................. 1,675,608 1,566,582 1,428,172
Amortization of debt discount.................. 219,532 484,462 540,505
Loss on disposal of fixed assets............... 59,600 114,230 12,523
Changes in assets and liabilities:
Accounts receivable.......................... 239,815 (553,103) 262,716
Inventories.................................. (57,084) 4,009 67,323
Prepaid expenses and other current assets.... 60,177 13,538 91,229
Other assets................................. 6,706 37,494 31,515
Restricted cash fund......................... -- 21,357 482,585
Accounts payable and accrued liabilities..... (572,461) 794,087 (1,386,047)
Advance deposits............................. (122,573) (124,738) 304,176
----------- ----------- -----------
Total adjustments......................... 1,509,320 2,357,918 1,834,697
----------- ----------- -----------
Net cash provided by operating
activities.............................. 5,664,165 5,345,925 3,105,500
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............... (1,094,810) (1,049,310) (1,103,095)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt...................... -- -- 994,105
Repayment of long-term debt....................... -- -- (48,000)
Distributions to partners......................... (4,200,000) (2,500,000) (1,000,000)
----------- ----------- -----------
Net cash used in financing activities..... (4,200,000) (2,500,000) (53,895)
----------- ----------- -----------
Net increase in cash and cash
equivalents............................. 369,355 1,796,615 1,948,510
CASH AND CASH EQUIVALENTS, beginning of period...... 5,296,563 3,499,948 1,551,438
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period............ $ 5,665,918 $ 5,296,563 $ 3,499,948
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest.......... $ 2,156,102 $ 1,936,838 $ 1,628,403
=========== =========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-39
<PAGE> 92

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

2301 SE 17th St., Ltd. (the "Partnership"), a Florida limited partnership,
was formed on March 5, 1993 for the purpose of acquiring, owning and operating
Pier 66 Resort Hotel and Marina, a 380-room resort hotel and conference facility
and a marina which accommodates 142 yachts, located on approximately 23 acres in
Fort Lauderdale, Florida, (the "Resort"). The partnership agreement, amended and
modified on June 29, 1993, is hereinafter referred to as the "Partnership
Agreement".

The Partnership acquired its interest in the Resort from SSA Associates and
Pier Operating Associates, Ltd. on June 29, 1993. The aggregate purchase price
paid by the Partnership for its interest in the Resort was approximately
$30,310,000. Of this amount, $22,000,000 was funded by refinancing the existing
mortgage loan on the Resort.

The Partnership will terminate on December 31, 2035, or sooner, in
accordance with the terms of the Partnership Agreement (see Note 11). The
General Partner of the Partnership is 2301 Mgt., Ltd. (the "General Partner").
2301 Joint Venture and Rahn Pier, Inc. are Class A Limited Partners and First
Winthrop Corporation and Sixty-Six Inc. are Class B Limited Partners.

Class B Limited Partners are not required to make additional capital
contributions, have no rights to vote on partnership matters and do not
participate in the allocation of partnership profits and losses. If the General
Partner and the Class A Limited Partners have both received the Minimum
Qualified Distributions (as defined in the Partnership Agreement), then 15
percent of the distributions with respect to a Capital Transaction (as defined
in the Partnership Agreement) that would otherwise have been made to the General
Partner and the Class A Limited Partners will instead be made to the Class B
Limited Partners.

After any special allocations required by the Partnership Agreement,
profits and losses of the Partnership shall be allocated 1 percent to the
General Partner and 99 percent to the Class A Limited Partners.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting --

The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.

(b) Cash and Cash Equivalents --

The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents. Cash equivalents are
stated at cost, which approximates market, and consist of repurchase agreements
and money market funds at December 31, 1996 and 1995.

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of food and beverage, marina fuel, retail merchandise and
general store items.

(d) Depreciation --

The following estimated useful lives are used for depreciating property and
equipment on a straight-line basis.

<TABLE>
<S> <C>
Land improvements.............................. 20 years
Building and improvements...................... 40 years
Furnishings and equipment...................... 5-7 years
</TABLE>

F-40
<PAGE> 93

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(e) Property and Equipment --

The Partnership's assets are carried at the lower of cost or estimated fair
value. All subsequent expenditures for improvements are capitalized. The costs
of repairs and maintenance are charged to expense as incurred.

The Partnership adopted Statement of Financial Accounting Standards No.
121 -- Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of, as of January 1, 1995, and accordingly evaluates its
real estate investments periodically to assess whether any impairment
indications are present, including recurring operating losses and significant
adverse changes in legal factors or business climate that affect the recovery of
the recorded value. If any real estate investment is considered impaired, a loss
is provided to reduce the carrying value of the property to its estimated fair
value. The implementation of this standard had no impact on the financial
statements.

(f) Use of Estimates --

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.

(g) Fair Value of Financial Instruments --

The fair values of the Partnership's financial instruments, including
accounts receivable, long-term debt, accounts payable and accrued liabilities,
advance deposits, and other financial instruments, generally determined using
the present value of estimated future cash flows using a discount rate
commensurate with the risks involved, approximate their carrying or contract
values.

(h) Business Risk --

Any substantial change in economic conditions or any significant price
fluctuations related to the travel and tourism industry could affect
discretionary consumer spending and have a material impact on the Company's
business. In addition, the Company is subject to competition from other entities
engaged in the business of resort development and operation, including interval
ownership, condominiums, hotels and motels.

(i) Concentration of Credit Risk --

The Partnership's receivables contain significant amounts due from cruise
lines which are granted credit by the Partnership. The amount of such credit is
determined by the Partnership's management on an individual basis. Amounts
outstanding at December 31, 1996 are $181,228 and are included in Accounts
receivable in the accompanying balance sheet.

(3) INCOME TAXES:

No provision for income taxes is reflected in the accompanying financial
statements. The partners are required to report on their individual income tax
returns, their allocable share of income, gains, losses, deductions and credits
of the Partnership. The pro forma income tax provision in the accompanying
statements of operations is presented for informational purposes as if the
Partnership was a C corporation during the years presented. Pro forma taxes have
been computed based on an overall estimated effective rate of 39%.

F-41
<PAGE> 94

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(4) ACCRUED LIABILITIES:

Accrued liabilities consist of the following as of December 31, 1996 and
1995:

<TABLE>
<CAPTION>
1996 1995
-------- ----------
<S> <C> <C>
Accrued salaries and wages........................... $195,613 $ 168,736
Accrued vacation..................................... 227,883 191,046
Sales tax payable.................................... 129,306 108,621
Other accrued liabilities............................ 421,760 602,038
-------- ----------
$974,562 $1,070,441
======== ==========
</TABLE>

(5) LONG-TERM DEBT:

The property was acquired subject to assumption of a portion of the
existing mortgage loan in the principal amount of $22,000,000 ("Note 1") from
Kemper Investors Life Insurance Company. In addition, the Partnership obtained
an additional mortgage note from Kemper for $4,000,000 ("Note 2") to be drawn
upon to finance the cost of certain capital improvements, to provide initial
working capital, and to fund interest accrued on the mortgage notes between
January 1, 1994 and December 31, 1995 to the extent cash flows from operations
are insufficient for such payment. Both mortgage notes mature on June 28, 2000
and bear interest at varying rates for specified periods. This rate was 8.39
percent and 8.0 percent at December 31, 1996 and 1995, respectively. The
mortgage notes require monthly payments of interest only throughout the term. A
balloon payment on the entire outstanding principal amount, together with the
final monthly payment of interest, will be due at maturity. Both mortgage notes
are collateralized by substantially all property and equipment including the
alcoholic beverage license, a security interest in the Hyatt franchise
agreement, an assignment of leases, rents and profits, trademarks and the
management agreement.

The outstanding balances of the notes at December 31, 1996 and 1995 were as
follows:

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Note 1............................................ $21,951,325 $21,951,325
Note 2............................................ 4,000,000 4,000,000
----------- -----------
25,951,325 25,951,325
Less: Unamortized discount based on imputed
interest rate of 9%............................. (209,396) (428,927)
----------- -----------
$25,741,929 $25,522,398
=========== ===========
</TABLE>

As required by the loan agreement, the Partnership maintains a Capital
Expenditure Program ("CEP") reserve fund for the replacement of capital assets.
The CEP reserve equals 3 percent of gross revenues net of amounts expended by
the Resort for replacement of capital assets and is funded quarterly for the
preceding quarter. The CEP establishes a minimum level of fixed asset
expenditures to be made by the Partnership. To the extent these minimum
expenditure levels are not achieved, such shortfall is to be included in the CEP
fund. Beginning July 1, 1995, the Resort voluntarily increased the CEP reserve
to 4 percent of gross revenues; however, the loan agreement fund is only funded
for the required 3 percent. The CEP fund is also pledged as additional security
for the loan obligation. At December 31, 1996 and 1995, the balance of the CEP
reserve is $1,284 and $9,218, respectively, and is included in Other assets in
the accompanying balance sheets.

(6) MANAGEMENT AGREEMENT:

The Partnership entered into a hotel management agreement with Rahn Pier
Mgt., Inc., a company affiliated by common ownership and management with the
general partner and Class A limited partners, effective June 29, 1993. The
agreement provides for a management fee equal to three percent of gross

F-42
<PAGE> 95

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

revenues during the first year, payable monthly. Management fees for the second
year equal two percent of gross revenues and for each year thereafter through
December 31, 2003, an amount equal to the total management fee during the second
year.

Management fees for the Resort amounted to approximately $530,000, $514,000
and $560,000, in 1996, 1995 and 1994, respectively, and are included in Related
party management fee in the accompanying statements of operations. Fees payable
to Rahn Pier Mgt., Inc. were approximately $50,000 as of December 31, 1996 and
1995. In addition, during 1994 construction management fees of $48,000 were paid
to Rahn Properties, Inc., an affiliate of the general partner and Class A
limited partners and are included in Royalty fees, property taxes, insurance,
etc., in the accompanying statements of operations.

(7) LICENSE AND FRANCHISE AGREEMENTS:

Hyatt Franchise--

As of November 14, 1994, Rahn Pier Mgt., Inc. entered into a franchise
agreement with Hyatt Franchise Corporation. The agreement is for a 20 year term
ending November 14, 2014 with various early termination provisions and
liquidated damages for early termination. The franchise agreement provides a
reimbursement of not more than $15,000 for out-of-pocket expenses incurred
relating to the granting of the franchise and monthly royalty fees based on a
percentage of gross room revenue: one percent from December 1, 1994 through
November 30, 1995, three percent from December 1, 1995 through November 30,
1996, four percent from December 1, 1996 through November 30, 1997 and five
percent thereafter. Royalty fees amounted to $398,175 and $132,449 in 1996 and
1995, respectively.

The agreement also provides for the pro-rata allocation of certain Hyatt
"allocable chain expenses" based on the relation of the Resort's total number of
guest rooms to the average number of guest rooms in all Hyatt Resorts in the
United States along with assessments for Gold Passport and national/regional
sales promotions. A fee for the use of the Hyatt reservation system is also
allocated to the Hotel. Total Hyatt expenses other than the royalty fees
amounted to $501,752 and $502,658 for the years ended December 31, 1996 and
1995, respectively, and are included in Rooms and Selling, general, and
administrative expenses in the accompanying statements of operations.

The franchise agreement requires the Partnership to maintain a reserve for
replacement of furniture, fixtures and equipment and those repairs and
maintenance costs which are capitalizable under generally accepted accounting
principles. This reserve is determined as a percentage of gross room revenues:
three percent through November 1995 and four percent thereafter.

The franchise agreement requires the significant renovation of guest rooms,
corridors and other public areas to be performed every five to six years. In
addition, the replacement of other furniture, fixtures and equipment, as defined
in the agreement, is to occur every 10 to 12 years.

F-43
<PAGE> 96

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(8) PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
1996 1995
-------------------- --------------------
<S> <C> <C>
Land and land improvements........................ $ 6,547,452 $ 6,547,452
Building and improvements......................... 18,937,564 18,396,035
Furnishings and equipment......................... 7,742,848 7,315,209
Operating equipment............................... 197,422 189,491
----------- -----------
33,425,286 32,448,187
Less: Accumulated depreciation.................... (4,989,415) (3,402,512)
----------- -----------
$28,435,871 $29,045,675
=========== ===========
</TABLE>

(9) LEASES:

Leases for operating equipment are contracted under the Partnership's name.
The following is a schedule of future minimum lease payments for the operating
leases, with initial or remaining terms in excess of one year, as of December
31, 1996:

<TABLE>
<S> <C>
1997............................................ $ 75,825
1998............................................ 48,196
1999............................................ 2,136
2000............................................ 356
Thereafter...................................... --
--------
$126,513
========
</TABLE>

Operating lease costs totaled $89,073, $92,717 and $91,820, for 1996, 1995
and 1994, respectively.

The Resort also has various marina and long-term tenant leases. The
receipts on these tenant leases are included in Telephone, retail and other.
Lease income totaled $381,296, $351,006 and $347,949, for 1996, 1995 and 1994,
respectively.

The Partnership leased a restaurant located at the Resort to an unrelated
party in August 1993 for a period of 5 years beginning November 1, 1993 with
four, five-year renewal options. Annual rent is $204,000 plus 7 percent of
annual gross sales in excess of $3,500,000.

Other leases for building space have been contracted with unrelated parties
for operation of a spa and a yacht broker. The spa lease is for a period of
three years beginning February 1, 1992 with two three-year renewal options. The
lease was renewed on February 1, 1995 with annual rent of $27,336 plus five
percent of gross sales. The yacht broker lease is for three years beginning
January 1, 1995 with one three-year renewal option. Annual rent is $92,812.

The following is a schedule of future minimum cash receipts for tenant
operating leases with initial term in excess of one year, as of December 31,
1996:

<TABLE>
<S> <C>
1997............................................ $239,373
1998............................................ 191,554
Thereafter...................................... --
</TABLE>

F-44
<PAGE> 97

2301 SE 17TH ST., LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(10) DEFERRED COMPENSATION PLAN:

The Rahn Pier Mgt., Inc. offers its employees a deferred compensation plan
(the "Plan") created in accordance with Internal Revenue Code Section 401(k).
The Plan is available to all employees with a minimum of 21 years of age and one
year of service. All of the costs are reimbursed by the Partnership.

The Plan's participants may contribute from one percent to 14 percent of
their compensation during the Plan year. Rahn Pier Mgt., Inc. matches 25 percent
of the first four percent contributed by each Plan participant and effective
January 1, 1996, the matched contributed percentage was increased to six
percent. Rahn Pier Mgt., Inc. incurred expenses related to the Plan of $48,359,
$40,791 and $45,973, in 1996, 1995 and 1994, respectively.

(11) EXCHANGE AGREEMENT:

On December 22, 1996, the Partnership entered into a definitive exchange
agreement with Florida Panthers Holdings, Inc. ("Holdings"), whereby Holdings
will acquire the Partnership in exchange for 4.45 million shares of Holdings'
Class A common stock. The transaction is subject to the approval of Holdings'
shareholders and as of January 10, 1997, had not been finalized.

F-45
<PAGE> 98

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Rahn Bahia Mar, Ltd.:

We have audited the accompanying balance sheets of Rahn Bahia Mar, Ltd.
(the "Partnership", a Florida limited partnership) as of December 31, 1996 and
1995, and the related statements of operations, partners' equity and cash flows
for the years ended December 31, 1996 and 1995 and for the period from inception
(June 28, 1994) to December 31, 1994. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rahn Bahia Mar, Ltd. as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years ended December 31, 1996 and 1995 and for the period from inception
(June 28, 1994) to December 31, 1994 in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
January 10, 1997.

F-46
<PAGE> 99

RAHN BAHIA MAR, LTD.

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 2,653,789 $ 1,010,993
Accounts receivable, net of allowance for doubtful
accounts of $9,506 and $9,600 as of December 31, 1996
and 1995............................................... 604,720 519,779
Inventories............................................... 204,860 180,713
Prepaid expenses and other current assets................. 63,522 124,681
----------- -----------
Total current assets................................... 3,526,891 1,836,166
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$4,311,773 and $2,381,116 as of December 31, 1996 and
1995...................................................... 28,907,213 30,005,394
OTHER ASSETS................................................ 191,591 287,375
----------- -----------
Total assets...................................... $32,625,695 $32,128,935
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 292,067 $ 434,870
Accrued liabilities....................................... 567,160 476,064
Advance deposits.......................................... 486,313 385,864
Current portion of long-term debt......................... 15,495,000 710,000
----------- -----------
Total current liabilities......................... 16,840,540 2,006,798
LONG-TERM DEBT, net of current portion...................... -- 15,495,000
----------- -----------
Total liabilities................................. 16,840,540 17,501,798
COMMITMENTS AND CONTINGENCIES (Notes 1 and 7)
PARTNERS' EQUITY:
General Partner........................................... 157,852 146,272
Limited Partners.......................................... 15,627,303 14,480,865
----------- -----------
Total partners' equity............................ 15,785,155 14,627,137
----------- -----------
Total liabilities and partners' equity............ $32,625,695 $32,128,935
=========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-47
<PAGE> 100

RAHN BAHIA MAR, LTD.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND
FOR THE PERIOD FROM INCEPTION (JUNE 28, 1994) TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(JUNE 28, 1994) TO
1996 1995 DECEMBER 31, 1994
----------- ----------- ------------------
<S> <C> <C> <C>
OPERATING REVENUES:
Rooms.......................................... $ 6,881,263 $ 5,338,328 $1,421,161
Yachting and marina service.................... 3,870,609 4,213,381 1,995,704
Food, beverage and banquets.................... 2,686,536 1,782,380 621,207
Telephone, retail and other.................... 2,571,326 2,135,405 671,859
----------- ----------- ----------
Total operating revenues............... 16,009,734 13,469,494 4,709,931
COSTS AND EXPENSES:
Rooms.......................................... 1,499,432 1,294,583 572,516
Yachting and marina service.................... 765,719 996,900 536,137
Food, beverage and banquets.................... 2,104,675 1,593,065 758,372
Telephone, retail and other.................... 1,126,165 1,060,365 399,090
Selling, general and administrative............ 1,789,949 1,759,968 671,422
Property operations, maintenance and energy
costs....................................... 1,406,022 1,286,357 760,174
Royalty fees, property taxes, insurance,
etc......................................... 1,881,905 1,851,898 745,386
Depreciation and amortization.................. 1,970,770 1,848,544 593,033
----------- ----------- ----------
Total costs and expenses............... 12,544,637 11,691,680 5,036,130
----------- ----------- ----------
Income (loss) from operations............... 3,465,097 1,777,814 (326,199)
OTHER INCOME (EXPENSE):
Interest income................................ 98,126 57,983 18,288
Interest expense............................... (1,405,205) (1,455,129) (443,629)
Loss on disposal of fixed assets............... -- (1,991) --
----------- ----------- ----------
(1,307,079) (1,399,137) (425,341)
----------- ----------- ----------
NET INCOME (LOSS)................................ 2,158,018 378,677 (751,540)
PRO FORMA INCOME TAX BENEFIT (PROVISION) (Note
3)............................................. (841,626) (147,684) 293,101
----------- ----------- ----------
PRO FORMA NET INCOME (LOSS) AFTER INCOME TAXES... $ 1,316,392 $ 230,993 $ (458,439)
=========== =========== ==========
NET INCOME (LOSS) ALLOCATED TO:
General Partner................................ $ 21,580 $ 3,787 $ (7,515)
Limited Partners............................... 2,136,438 374,890 (744,025)
----------- ----------- ----------
Total Net income (loss)................ $ 2,158,018 $ 378,677 $ (751,540)
=========== =========== ==========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-48
<PAGE> 101

RAHN BAHIA MAR, LTD.

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND
FOR THE PERIOD FROM INCEPTION (JUNE 28, 1994) TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
GENERAL PARTNER LIMITED PARTNERS
(1%) (99%) TOTAL
--------------- ---------------- -----------
<S> <C> <C> <C>
PARTNERS' CONTRIBUTION, June 28, 1994............ $150,000 $14,850,000 $15,000,000
Net loss....................................... (7,515) (744,025) (751,540)
-------- ----------- -----------
PARTNERS' EQUITY, December 31, 1994.............. 142,485 14,105,975 14,248,460
Net income..................................... 3,787 374,890 378,677
-------- ----------- -----------
PARTNERS' EQUITY, December 31, 1995.............. 146,272 14,480,865 14,627,137
Partner Distributions.......................... (10,000) (990,000) (1,000,000)
Net income..................................... 21,580 2,136,438 2,158,018
-------- ----------- -----------
PARTNERS' EQUITY, December 31, 1996.............. $157,852 $15,627,303 $15,785,155
======== =========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-49
<PAGE> 102

RAHN BAHIA MAR, LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND
FOR THE PERIOD FROM INCEPTION (JUNE 28, 1994) TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(JUNE 28, 1994) TO
1996 1995 DECEMBER 31, 1994
----------- ----------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).............................. $ 2,158,018 $ 378,677 $ (751,540)
Adjustments to reconcile net income (loss) to
cash provided by operating activities --
Depreciation and amortization............... 1,970,770 1,848,544 593,033
Loss on disposal of fixed assets............ -- 1,991 --
Changes in assets and liabilities:
Accounts receivable....................... (84,941) (143,063) (376,716)
Inventories............................... (24,147) (5,469) (175,244)
Prepaid expenses and other current
assets................................. 61,159 (2,270) (122,411)
Other assets.............................. 95,784 (44,983) (302,522)
Accounts payable, accrued liabilities and
advance deposits....................... 48,742 (1,298,268) 2,595,066
----------- ----------- ------------
Total adjustments...................... 2,067,367 356,482 2,211,206
----------- ----------- ------------
Net cash provided by operating
activities........................... 4,225,385 735,159 1,459,666
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............ (872,589) (3,776,347) (28,612,485)
----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt proceeds........................ -- 3,553,715 13,196,285
Long-term debt repayments...................... (710,000) (545,000) --
Partners' capital contribution................. -- -- 15,000,000
Partners' capital distribution................. (1,000,000) -- --
----------- ----------- ------------
Net cash provided by (used in)
financing activities................. (1,710,000) 3,008,715 28,196,285
----------- ----------- ------------
Net increase (decrease) in cash and
cash equivalents..................... 1,642,796 (32,473) 1,043,466
CASH AND CASH EQUIVALENTS, beginning of period... 1,010,993 1,043,466 --
----------- ----------- ------------
CASH AND CASH EQUIVALENTS, end of period......... $ 2,653,789 $ 1,010,993 $ 1,043,466
=========== =========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest....... $ 1,405,205 $ 1,328,496 $ 497,043
=========== =========== ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-50
<PAGE> 103

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

Rahn Bahia Mar, Ltd. (the "Partnership"), a Florida limited partnership,
was formed and began operations on June 28, 1994 for the purpose of owning the
Bahia Mar Resort and Yachting Center (the "Resort"), in Fort Lauderdale,
Florida. Rahn Bahia Mar, G.P., Ltd. (the "General Partner"), a Florida limited
partnership, is the general partner of the Partnership (1% owner) and engages in
transactions on the Partnership's behalf. Limited partners include Rahn Bahia
Mar, Inc., a Florida corporation (19.5% owner), and Bahia Mar Joint Venture, a
Florida general partnership (79.5% owner). The term of the partnership agreement
is 50 years and expires December 31, 2044.

The Partnership's tax basis profits, losses and excess net cash flows, as
defined by the Partnership agreement (the "Agreement"), are allocated to the
partners on the basis of their respective percentage interests in the
Partnership, as defined by the Agreement.

On June 28, 1994, the Partnership entered into a license agreement with
Radisson Hotels International, Inc. ("Radisson"), covering a period of 10 years.
The terms of the agreement allow the Partnership to operate the Resort using the
Radisson system. Annual fees payable to Radisson pursuant to the agreement range
from one percent to four percent (increasing one percent each year) of the first
$7,000,000 of gross room sales and five percent of gross room sales (as defined
by the agreement) in excess of $7,000,000 through December 31, 1997. The
remainder of the term requires fees in the amount of five percent of gross room
sales.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting --

The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.

(b) Cash and Cash Equivalents --

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of food and beverage, marina fuel, retail merchandise and
general store items.

(d) Depreciation --

The following estimated useful lives are used for depreciating property and
equipment on a straight-line basis:

<TABLE>
<S> <C>
Land improvements.................................. 15 years
Building and improvements.......................... 40 years
Furnishings........................................ 7 years
</TABLE>

(e) Property and Equipment --

F-51
<PAGE> 104

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership adopted Statement of Financial Accounting Standards No.
121 -- Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of, as of January 1, 1995, and accordingly evaluates its
real estate investments periodically to assess whether any impairment
indications are present, including recurring operating losses and significant
adverse changes in legal factors or business climate that affect the recovery of
the recorded value. If any real estate investment is considered impaired, a loss
is provided to reduce the carrying value of the property to its estimated fair
value. At the date of implementation, this standard had no impact on the
Partnership's financial statements.

(f) Use of Estimates --

(g) Fair Value of Financial Instruments --

(h) Business Risk --

Any substantial change in economic conditions or any significant price
fluctuations related to the travel and tourism industry could affect
discretionary consumer spending and have a material impact on the Partnership's
business. In addition, the Partnership is subject to competition from other
entities engaged in the business of resort development and operation, including
interval ownership, condominiums, hotels and motels.

(i) Concentration of Credit Risk --

(3) INCOME TAXES:

Provisions for federal and state income taxes have not been made in the
accompanying financial statements, as the Partnership's tax basis profits and
losses are allocated to the partners (see Note 1). The pro forma income tax
provision in the accompanying statement of operations is presented for
informational purposes as if the Partnership was a C corporation during the
years for which pro forma information is presented. Such pro forma taxes have
been computed on an overall estimated effective rate of 39%.

(4) RELATED PARTY TRANSACTIONS:

Rahn Properties, Inc. ("Rahn"), provided renovation management services to
the Partnership. Fees totaling $88,000 and $114,000 in 1995 and 1994,
respectively, were paid to Rahn in connection with the renovation of the Hotel
and are reflected in the cost of the property. The Partnership also reimbursed
Rahn for various expenses incurred in performing these services including the
renovation management and administrative staff salaries, telephone, utilities
and postage. Reimbursements totaling $9,955 and $9,862 in 1995 and 1994,
respectively, are also reflected in the cost of the property. No such fees or
reimbursements were made in 1996. Included in accounts payable at December 31,
1995 are amounts due to Rahn of $8,576. No such amounts were payable at December
31, 1996.

F-52
<PAGE> 105

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership has a management agreement with Rahn Bahia Mar Mgmt., Inc.
("Rahn Management") for a period of ten years ending June 30, 2004. The
agreement requires a management fee of three percent of gross revenues, as
defined in the management agreement, during the first eighteen months of the
agreement and a two percent fee for 1996 and thereafter. Management fees paid to
Rahn Management totaled $321,193, $405,261 and $141,298 in 1996, 1995 and 1994,
respectively.

The management agreement requires Rahn Management to set aside cash from
Hotel operations for the purchase, replacement and renewal of furniture,
fixtures and equipment and non-routine repairs and maintenance to the building.
The amount to be restricted is three percent of the Hotel's gross revenues each
month during the term of the agreement. All cash was spent on its required
purpose at December 31, 1996.

Fees paid to Radisson pursuant to the license agreement with Radisson (see
Note 1) totaled $206,438 $107,127, and $13,395, in 1996, 1995 and 1994,
respectively.

(5) LONG-TERM DEBT:

Long-term debt consists of a $15,495,000 mortgage note payable to a bank.
The note bears interest at a variable rate as defined by the agreement (8.8125
percent at December 31, 1996) and is collateralized by substantially all
property and equipment. In addition to the monthly interest payments, the note
has monthly principal installments of $45,000 commencing in February 1995. The
principal payments increased to $55,000 in August 1995 and $65,000 in August
1996. The maturity date for the note is June 30, 1997, but may be extended under
a one year extension option. During the extension period, the monthly principal
installments will increase to $75,000, the interest rate will increase by 1
percent and an extension fee equal to .0025 percent of the then outstanding
balance will be due prior to the extension. The final balloon payment would then
be due June 30, 1998.

Capitalized interest paid in 1994 and included in the cost of the property
is $53,414. Effective February 1, 1995, and continuing on the first day of each
month thereafter during the term of the note, the note agreement requires the
Partnership to set aside cash for the purchase, replacement and upgrade of
furniture, fixtures, equipment and property in the amount of $25,000 each month.
All cash was spent on its required purpose at December 31, 1996.

(6) PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
1996 1995
-------------------- --------------------
<S> <C> <C>
Land and improvements............................. $ 8,202,702 $ 8,127,597
Buildings and improvements........................ 18,149,511 17,798,505
Furnishings and equipment......................... 6,779,921 6,338,365
Operating equipment............................... 86,852 122,043
----------- -----------
33,218,986 32,386,510
Less: Accumulated depreciation.................... (4,311,773) (2,381,116)
----------- -----------
$28,907,213 $30,005,394
=========== ===========
</TABLE>

(7) COMMITMENTS AND CONTINGENCIES:

The Partnership leases the Resort site under an operating lease which had a
term through September 30, 2037. On January 4, 1995, the term of this lease was
extended for an additional period commencing October 1, 2037 through August 31,
2062 (the "Second Extended Term"). Under the lease agreement, the Partnership is
required to pay the lessor an annual rental (payable in quarterly installments)
equal to the greater of a

F-53
<PAGE> 106

RAHN BAHIA MAR, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

percentage (4 percent through September 30, 2012 and 4.25 percent thereafter) of
the annual gross operating revenue, as defined in the lease agreement, or a
minimum annual rent payment. Minimum lease payments were $150,000 a year through
September 30, 1995; effective October 1, 1995 the minimum annual rent is
$300,000 payable in quarterly installments. During the Second Extended Term, the
minimum annual rent shall be the greater of $300,000 or eighty percent of the
average total annual rent paid during the three lease years immediately
preceding the lease year for which the minimum annual rent is being calculated.
Rent expense under the lease totaled $632,907 and $510,956 for the years ended
December 31, 1996 and 1995, respectively, and $174,174 for the period from
inception (June 28, 1994) to December 31, 1994.

Effective October 1, 1995 and continuing annually for the remaining term of
the lease, the lease agreement requires the Partnership to set aside cash for
the purchase, replacement and upgrade of furniture, fixtures and equipment. The
amount to be restricted is three percent of the Resort's revenues, as defined in
the lease agreement. All cash was spent on its required purpose at December 31,
1996.

The Hotel also leases certain equipment used in its operations under
operating leases. Future minimum lease payments, including the property lease
and operating leases, are as follows:

<TABLE>
<S> <C>
1997............................................ $ 407,080
1998............................................ 406,137
1999............................................ 391,241
2000............................................ 343,784
2001............................................ 304,126
Thereafter...................................... 18,200,000
-----------
$20,052,368
===========
</TABLE>

(8) DEFERRED COMPENSATION PLAN:

Effective July 1, 1995, Rahn Management offered its employees a
multi-employer deferred compensation plan (the "Plan") created in accordance
with Internal Revenue Code Section 401(k). The Plan is available to all
employees with a minimum of 21 years of age and one year of service. All of the
costs are reimbursed by the Partnership.

The Plan's participants may contribute from 1 percent to 14 percent of
their compensation during the Plan year. Rahn Management matched 25 percent of
the first 4 percent contributed by each Plan participant, prior to January 1,
1996. Effective January 1, 1996, Rahn Management matches 25 percent of the first
six percent contributed by each Plan participant. Rahn Management contributed
$16,002 and $9,721 to the Plan in 1996 and 1995, respectively.

(9) EXCHANGE AGREEMENT:

On December 22, 1996, the Partnership entered into a definitive exchange
agreement with Florida Panthers Holdings, Inc. ("Holdings"), whereby Holdings
will acquire the Partnership in exchange for 3,950,000 shares of Holdings' Class
A common stock. The transaction is subject to the approval of Holdings'
shareholders and, as of January 10, 1997, had not been finalized.

F-54
<PAGE> 107

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Coral Springs Ice, Ltd.:

We have audited the accompanying balance sheet of Coral Springs Ice, Ltd.
(a Florida limited partnership) as of December 31, 1996, and the related
statements of operations, partners' equity (deficit) and cash flows for the
period from inception (February 26, 1996) to December 31, 1996. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Coral Springs Ice, Ltd. as
of December 31, 1996, and the results of its operations and its cash flows for
the period from inception (February 26, 1996) to December 31, 1996 in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
February 7, 1997.

F-55
<PAGE> 108

CORAL SPRINGS ICE, LTD.

BALANCE SHEET
DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 35,614
Accounts receivable....................................... 62,513
Inventories............................................... 71,847
Prepaid expenses and other current assets................. 56,883
----------
Total current assets.............................. 226,857
Buildings and Equipment, at cost, net of accumulated
depreciation of $17,285................................... 6,298,340
Other Assets................................................ 138,000
----------
Total assets...................................... $6,663,197
==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable.......................................... $ 181,659
Accrued expenses.......................................... 376,684
Deferred revenue.......................................... 159,869
Retainage payable......................................... 269,333
Note payable.............................................. 6,541,849
----------
Total current liabilities......................... 7,529,394
----------
Partners' equity (deficit):
General partner........................................... (779,577)
Limited partner........................................... (86,620)
----------
Total partners' equity (deficit).................. (866,197)
----------
Total liabilities and partners' equity
(deficit)......................................... $6,663,197
==========
</TABLE>

The accompanying notes to financial statements are an integral part of this
balance sheet.

F-56
<PAGE> 109

CORAL SPRINGS ICE, LTD.

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (FEBRUARY 26, 1996) TO DECEMBER 31, 1996

<TABLE>
<S> <C>
Revenues.................................................... $ 149,653
Cost of revenues............................................ (49,155)
---------
Gross profit...................................... 100,498
Selling, General and Administrative Expenses................ (966,795)
---------
Net loss.......................................... $(866,297)
=========
</TABLE>

The accompanying notes to financial statements are an integral part of this
statement.

F-57
<PAGE> 110

CORAL SPRINGS ICE, LTD.

STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (FEBRUARY 26, 1996) TO DECEMBER 31, 1996

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNER TOTAL
--------- -------- ---------
<S> <C> <C> <C>
Capital contribution at inception.................... $ 90 $ 10 $ 100
Net loss............................................. (779,667) (86,630) (866,297)
--------- -------- ---------
Partners' deficit at December 31, 1996..... $(779,577) $(86,620) $(866,197)
========= ======== =========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-58
<PAGE> 111

CORAL SPRINGS ICE, LTD.

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (FEBRUARY 26, 1996) TO DECEMBER 31, 1996

<TABLE>
<S> <C>
Cash Flows From Operating Activities:
Net loss.................................................. $ (866,297)
Adjustments to reconcile net loss to net cash used by
operating activities --
Depreciation and amortization.......................... 17,285
Changes in assets and liabilities:
Accounts receivable.................................. (62,513)
Inventories.......................................... (71,847)
Prepaid expenses..................................... (56,883)
Other assets......................................... (138,000)
Accounts payable..................................... 181,659
Accrued expenses..................................... 326,684
Deferred revenue..................................... 159,869
Retainage payable.................................... 269,333
-----------
Net cash used in operating activities............. (240,710)
-----------

Cash Flows From Investing Activities:
Capital expenditures...................................... (6,315,625)
-----------
Net cash used in investing activities............. (6,315,625)
-----------

Cash Flows From Financing Activities:
Proceeds from note payable................................ 6,541,849
Advances from related parties............................. 50,000
Capital contributions..................................... 100
-----------
Net cash provided by financing activities......... 6,591,949
-----------
Net increase in cash and cash equivalents......... 35,614
Cash and Cash Equivalents, beginning of period.............. --
-----------
Cash and Cash Equivalents, end of period.................... $ 35,614
===========
</TABLE>

The accompanying notes to financial statements
are an integral part of this statement.

F-59
<PAGE> 112

CORAL SPRINGS ICE, LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

(1) BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

Coral Springs Ice, Ltd., a Florida limited partnership (the "Partnership"),
was organized on February 26, 1996 with Coral Springs Ice, Inc. as the general
partner as well as a limited partner and Iceland (Coral Springs) Corp. as the
other limited partner. The Partnership was formed to construct, operate and
manage an enclosed twin ice rink facility (the "Facility") in Coral Springs,
Florida. The Facility will operate as the concessionaire under a Concession
Agreement with the City of Coral Springs. The Partnership completed construction
and commenced operation of the Facility in November, 1996.

(2) SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Accounting

The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.

(b) Use of Estimates

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of hockey and figure skating retail goods and food and
beverage items.

(d) Buildings and Equipment

The Partnership's assets are carried at the lower of cost or estimated fair
value. All expenditures for improvements are capitalized. The costs of repairs
and maintenance are charged to expense as incurred.

(e) Depreciation

The following estimated useful lives are used for depreciating property and
equipment on a straight-line basis.

<TABLE>
<S> <C>
Building and improvements................................... 40 years
Furniture, fixtures and equipment........................... 5-7 years
</TABLE>

(f) Cash and Cash Equivalents

The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents. Cash equivalents are
stated at cost, which approximates market.

(g) Deferred Revenue

The Partnership collects fees in advance from customers for hockey and
figure skating programs and records such fees as deferred revenue. Revenue is
recognized as the related services are provided.

(h) Fair Value of Financial Instruments

The fair values of the Partnership's financial instruments, including
accounts receivable, long-term debt, accounts payable, accrued expenses and
other financial instruments, generally determined using the present

F-60
<PAGE> 113

CORAL SPRINGS ICE, LTD.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

value of estimated future cash flows using a discount rate commensurate with the
risks involved, approximate their carrying or contract values.

(3) INCOME TAXES:

(4) MANAGEMENT AGREEMENT:

In November 1996, Real Ice Sports Facility Management, Inc. began providing
management services to the Partnership for a monthly fee of $6,250 included in
selling, general and administrative expenses. Coral Springs Ice, Ltd. operated
under the terms of a management agreement with this company through January
1997, although the agreement was never signed.

(5) BUILDINGS AND EQUIPMENT:

The balance of buildings and equipment at December 31, 1996, consists of
the following:

<TABLE>
<S> <C>
Building and improvements................................... $5,892,195
Furniture, fixtures and equipment........................... 423,430
----------
6,315,625
Less -- Accumulated depreciation............................ (17,285)
----------
Building and equipment, net................................. $6,298,340
==========
</TABLE>

Included in the building costs is $269,333 of retainage. This represents
the construction holdback of 5% of costs to date as per the construction
contract. It will be paid to the contractor when all work is satisfactorily
completed.

(6) NOTE PAYABLE:

The Partnership obtained a loan from Trizec Ice, Inc. (the sole owner of
Coral Springs Ice, Inc.) to fund construction costs of the Facility and related
costs. The outstanding loan balance ($6,678,874 as of January 31, 1997) was
repaid in connection with the sale of assets (see Note 8).

(7) CONCESSION AGREEMENT:

The Partnership is party to a concession agreement with the City of Coral
Springs which allows the Partnership to utilize city-owned land upon which the
Facility is located. The term of this agreement is 49 years with an option to
extend for two 25 year periods. The concession agreement requires the
Partnership to pay a minimum monthly rental of $2,500 (plus six percent sales
tax) to the City of Coral Springs. The agreement requires additional contingent
payments that are dependent on the level of revenues. In the first five years of
operations, four percent of total revenues, to the extent that this exceeds the
minimum monthly charge, is payable to the City of Coral Springs each month.

(8) SALE OF ASSETS:

On January 31, 1997, the Partnership completed the sale of substantially
all of its operating assets to Florida Panthers Ice Ventures, Inc., a
wholly-owned subsidiary of Florida Panthers Holdings, Inc.

F-61
<PAGE> 114

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Boca Raton Hotel and Club Limited Partnership

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in partners' deficit and of cash flows present fairly,
in all material respects, the financial position of Boca Raton Hotel and Club
Limited Partnership at December 31, 1996, and the results of its operations and
its cash flows for the year in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
Partnership's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Fort Lauderdale, Florida

January 29, 1997, except as to Note 12, which is
as of March 20, 1997

F-62
<PAGE> 115

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Partners
Boca Raton Hotel and Club Limited Partnership

We have audited the accompanying balance sheet of the Boca Raton Hotel and
Club Limited Partnership (A Limited Partnership) (the Partnership) as of
December 31, 1995, and the related statements of operations, changes in
partners' deficit and cash flows for each of the two years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Boca Raton Hotel and
Club Limited Partnership (A Limited Partnership) at December 31, 1995, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

Ernst & Young LLP

West Palm Beach, Florida
January 26, 1996

F-63
<PAGE> 116

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1995
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 1,126 $ 2,887
Restricted cash and short-term investments................ 18,887 13,671
Accounts receivable, net of allowance for doubtful
accounts of $412 and $50, respectively, in 1996 and
1995................................................... 12,203 12,249
Current portion of Premier Club promissory notes for
membership deposits.................................... 3,840 3,161
Other current assets...................................... 727 705
Prepaid insurance......................................... 1,697 2,074
Inventories............................................... 5,725 5,752
-------- --------
Total current assets.............................. 44,205 40,499
Premier Club promissory notes for membership deposits, less
current portion........................................... 8,246 6,964
Property and improvements:
Land...................................................... 26,851 26,851
Buildings and improvements................................ 114,199 103,354
Furnishings and equipment................................. 20,407 19,934
Construction in progress.................................. 6,750 4,199
-------- --------
168,207 154,338
Less accumulated depreciation............................. (52,479) (49,914)
-------- --------
115,728 104,424
Deferred loan costs and other, net.......................... 10,080 6,546
-------- --------
$178,259 $158,433
======== ========

LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable, trade................................... $ 4,490 $ 7,289
Advance deposits.......................................... 3,027 3,118
Accrued interest payable.................................. 3,296 2,559
Accrued payroll costs and employee benefits............... 3,015 3,108
Due to general partner.................................... 3,725 5,900
Other accounts payable and accrued expenses............... 6,102 5,654
Deferred membership revenue............................... 7,232 6,371
Current portion of mortgage and other loans payable....... 400 2,347
-------- --------
Total current liabilities......................... 31,287 36,346
Mortgage and other loans payable, less current portion...... 174,800 140,889
Accrued settlement costs.................................... 500 950
Premier Club membership deposits and credits, net........... 55,905 49,717
Partners' deficit:
General Partner........................................... (2,492) (2,249)
Class A Limited Partners.................................. (80,067) (65,892)
Class B Limited Partner................................... (1,674) (1,328)
-------- --------
Total Partners' deficit........................... (84,233) (69,469)
-------- --------
$178,259 $158,433
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64
<PAGE> 117

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Revenue:
Rooms..................................................... $ 44,856 $ 44,050 $ 41,191
Food and beverage......................................... 34,762 32,764 32,841
Club Membership, Retail and Other......................... 34,109 31,376 29,339
-------- -------- --------
Total revenue..................................... 113,727 108,190 103,371
Costs and expenses:
Rooms..................................................... 10,913 10,228 10,038
Food and beverage......................................... 26,363 24,814 25,136
Club Membership, Retail and Other......................... 19,005 17,569 17,103
Selling, general and administrative....................... 17,999 16,679 19,498
Property operations, maintenance and energy costs......... 10,959 11,125 9,604
Other indirect costs........................................ 8,911 8,041 6,799
-------- -------- --------
Total cost of revenues...................................... 94,150 88,456 88,178
Depreciation and amortization............................... 6,215 6,623 7,108
-------- -------- --------
Income from operations...................................... 13,362 13,111 8,085
Interest expense, net....................................... 16,562 14,909 17,382
-------- -------- --------
Loss before extraordinary item.............................. (3,200) (1,798) (9,297)
Extraordinary items:
Net gain on debt restructuring............................ -- 10,328 6,704
Net (loss) on debt restructuring, including debt
prepayment penalty of ($3,515)......................... (8,932) -- --
-------- -------- --------
Net (loss) income........................................... $(12,132) $ 8,530 $ (2,593)
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-65
<PAGE> 118

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(IN THOUSANDS)

<TABLE>
<CAPTION>
CLASS A CLASS B
GENERAL LIMITED LIMITED
PARTNER PARTNERS PARTNER TOTAL
------- -------- ------- --------
<S> <C> <C> <C> <C>
Partners' deficit at January 1, 1994.................... $(2,368) $(71,606) $(1,432) $(75,406)
Net loss.............................................. (52) (2,495) (46) (2,593)
------- -------- ------- --------
Partners' deficit at December 31, 1994.................. (2,420) (74,101) (1,478) (77,999)
Net income............................................ 171 8,209 150 8,530
------- -------- ------- --------
Partners' deficit at December 31, 1995.................. (2,249) (65,892) (1,328) (69,469)
Distribution.......................................... -- (2,500) (132) (2,632)
Net loss.............................................. (243) (11,675) (214) (12,132)
------- -------- ------- --------
Partners' deficit at December 31, 1996.................. $(2,492) $(80,067) $(1,674) $(84,233)
======= ======== ======= ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-66
<PAGE> 119

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- --------- ---------
<S> <C> <C> <C>
Operating activities:
Net income (loss)......................................... $ (12,132) $ 8,530 $ (2,593)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization.......................... 6,935 6,623 7,108
Loss (gain) on debt restructuring...................... 5,417 (10,328) (6,704)
Provision for settlement agreements.................... 300 -- 1,250
Changes in operating assets and liabilities:
Accounts receivable.................................. (1,915) (2,193) (1,955)
Prepaid expenses and other assets.................... 354 1,146 (4,105)
Inventories.......................................... 27 (227) 703
Accounts payable, trade.............................. (2,799) 1,998 1,265
Advance deposits..................................... (91) 32 (210)
Accrued interest payable............................. 737 197 4,682
Accrued payroll costs and employee benefits.......... (93) (385) 898
Other accounts payable and accrued expenses.......... (4,184) 1,669 1,569
Deferred membership revenue.......................... 861 325 535
Premier Club Membership cash and note payments....... 6,049 3,987 5,770
Accrued settlement costs............................. (750) -- --
--------- -------- --------
Net cash provided by (used in) operating
activities........................................ (1,284) 11,374 8,213
--------- -------- --------
Investing activities:
Restricted cash and short-term investments................ (5,216) (10,964) 1,124
Additions to property and improvements.................... (14,829) (4,601) (3,454)
Additions to construction in progress..................... (2,551) -- --
--------- -------- --------
Net cash used in investing activities................ (22,596) (15,565) (2,330)
--------- -------- --------
Financing activities:
Proceeds from increase in mortgage and other loans
payable................................................ 155,000 60,000 48,583
Principal payments of mortgage and other loans payable.... (123,036) (54,313) (48,071)
Principal payment on Banyan mortgage loans................ -- (3,500) (1,000)
Payment of financing costs................................ (7,345) (725) --
Distributions to Limited Partners......................... (2,500) -- --
--------- -------- --------
Net cash (used in) provided by financing
activities........................................ 22,119 1,462 (488)
--------- -------- --------
Net increase (decrease) in cash and cash equivalents........ (1,761) (2,729) 5,395
Cash and cash equivalents at beginning of year.............. 2,887 5,616 221
--------- -------- --------
Cash and cash equivalents at end of year.................... $ 1,126 $ 2,887 $ 5,616
========= ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest...................... $ 14,148 $ 14,710 $ 12,633
========= ======== ========
Accrual of distribution payable to Class B Limited
Partners.................................................. $ 132 $ -- $ --
========= ======== ========
Accrual of General Partner Fees............................. $ 2,325 $ -- $ --
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-67
<PAGE> 120

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 (IN THOUSANDS OF DOLLARS)

1. ORGANIZATION

The Boca Raton Hotel and Club Limited Partnership (the Partnership) was
formed in June 1983 under the laws of the State of Florida. The purpose of the
Partnership is to purchase, own, manage and operate the Boca Raton Resort and
Club, a 298-acre resort complex containing several hotel facilities with a total
of 963 guest rooms. In addition, the complex includes 31 tennis courts, 2 golf
courses, marina, beach club and other recreational facilities. Included within
the resort is the Boca Golf and Tennis Country Club (a separate facility) (see
Note 6). The Partnership also leases the food and beverage concessions, and has
contracted for golf access at the Deer Creek and Carolina country clubs.

As of January 15, 1993, the original general partner, VMS Realty Investment
Ltd. (VMSRIL), withdrew from the Partnership as general partner and was replaced
by the Boca Raton Management Company, a New York general partnership (BRMC/NY).
BRMC/NY was succeeded as general partner on October 1, 1993 by BRMC, L.P., a
Delaware limited partnership (BRMC) (see Note 3).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting principles and practices used in
the preparation of the financial statements follows:

BASIS OF FINANCIAL STATEMENT PRESENTATION

The Partnership prepares its financial statements in conformity with
generally accepted accounting principles. These principles require management to
(1) make estimates and assumptions that affect the reported amounts of assets
and liabilities, (2) disclose contingent assets and liabilities at the date of
the financial statements and (3) report amounts of revenue and expenses during
the reporting period. Actual results could differ from these estimates.

CASH EQUIVALENTS AND RESTRICTED CASH

The Partnership considers all highly liquid investments with a maturity of
three months or less from the date purchased to be cash equivalents. Restricted
cash consists principally of escrow accounts restricted as to use and maintained
in accordance with the terms of the Partnership's First Mortgage Notes. Short
term investments consist primarily of repurchase agreements.

FAIR VALUES OF FINANCIAL INSTRUMENTS

At December 31, 1996 and 1995, the carrying amounts of cash, cash
equivalents and short-term investments approximate their fair value due to their
short duration to maturity. The carrying amount of the mortgages and other loans
approximate their fair value.

CONCENTRATIONS OF CREDIT RISK AND MARKET RISK

Concentration of credit risk and market risk associated with cash, cash
equivalents, restricted cash and short-term investments are considered low due
to the credit quality of the issuers of the financial instruments held by the
Partnership and due to their short duration to maturity. Accounts receivable are
primarily from major credit card companies and other large corporations. The
Partnership performs ongoing credit evaluations of its significant customers and
generally does not require collateral.

PREMIER CLUB MEMBERSHIP DEPOSITS

The Partnership classifies premier club membership deposits as an operating
activity in the Statement of Cash Flows (see Note 10).

F-68
<PAGE> 121

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

PROPERTY, IMPROVEMENTS AND DEPRECIATION

Property and improvements are stated at cost and are depreciated on the
straight-line method over the estimated useful lives of the assets as follows:

<TABLE>
<S> <C>
Buildings and improvements.............................. 15 - 30 years
Furnishings and equipment............................... 3 - 10 years
</TABLE>

Provision for value impairments are recorded with respect to such assets
whenever the estimated future cash flows from operations and projected sales
proceeds are less than the net carrying value. The Partnership implemented
Statements on Financial Accounting Standards (FAS) No. 121, Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
effective January 1, 1996. The implementation of FAS No. 121 did not have a
material impact on the financial statements. Costs of major renewals and
improvements which extend useful lives are capitalized. Expenditures for
maintenance and repairs are charged to expense as incurred.

INVENTORIES

Inventories consisting of food, beverage and operating supplies are
determined using the first-in, first-out method and are stated at the lower of
cost or market.

DEFERRED LOAN COSTS

Deferred loan costs, primarily loan origination and related fees, are
capitalized and amortized on the straight-line basis over the terms of the
respective debt, which approximates the effective interest method. Deferred loan
costs are presented net of accumulated amortization. At December 31, 1996 and
1995, accumulated amortization totaled $643 and $1,320, respectively.

DEFERRED MEMBERSHIP REVENUE

Deferred membership revenue is recognized as income ratably over the
membership year commencing October 1.

RECLASSIFICATIONS

Certain items for 1994 and 1995 have been reclassified to conform to the
1996 presentation.

PARTNERSHIP RECORDS

The Partnership's records are maintained on the accrual basis of accounting
as adjusted for federal income tax reporting purposes. The accompanying
financial statements have been prepared from such records after making
adjustments, where applicable, to reflect the Partnership's accounts in
accordance with generally accepted accounting principles (GAAP). The net effect
of these items is summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------
1996 1995
-------------------- -------------------
GAAP TAX GAAP TAX
BASIS BASIS BASIS BASIS
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Total assets................................. $ 178,259 $153,248 $158,433 $133,290
Partners' deficits:
General Partner............................ (2,492) (3,127) (2,249) (2,834)
Class A Limited Partners................... (80,067) (102,207) (65,892) (85,631)
Class B Limited Partner.................... (1,674) (1,964) (1,328) (1,706)
</TABLE>

F-69
<PAGE> 122

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1996 1995 1994
------------------- --------------- -----------------
GAAP TAX GAAP TAX GAAP TAX
BASIS BASIS BASIS BASIS BASIS BASIS
-------- -------- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss):
General Partner................ $ (243) $ (293) $ 171 $ 182 $ (52) $ (163)
Class A Limited Partners....... (11,675) (14,076) 8,209 8,767 (2,495) (7,835)
Class B Limited Partner........ (214) (258) 150 161 (46) (144)
</TABLE>

INCOME TAXES

No provision has been recorded for income taxes or related credits in the
Partnership's financial statements as the results of operations are includable
in the income tax returns of the partners. The differences between financial
statement income or loss and tax income or loss relate primarily to the methods
and lives used to depreciate fixed assets, the treatment of costs of the Premier
Membership Program, the treatment of syndication costs and the treatment of the
1994, 1995 and 1996 debt restructurings.

3. PARTNERSHIP AGREEMENT

Operating profits and losses of the Partnership are allocated pursuant to
the terms of the partnership agreement or in accordance with Internal Revenue
Code Section 704(b). Profits and losses attributable to capital items such as a
sale or refinancing are allocated among the partners in accordance with the
Partnership agreement.

Distributions of cash flows are made, subject to the participation therein
of BRMC, as follows: (a) first, to the Limited Partners in an amount equal to
12% per annum (on a non-cumulative basis) of their aggregate capital
contributions (95% to Class A and 5% to Class B); (b) then, to BRMC, the payment
of a subordinated incentive fee, as defined in the Partnership Agreement; and
(c) then, of the balance, 98% to the Limited Partners (93.1% to Class A and 4.9%
to Class B) and 2% to BRMC.

Distributions of capital items are made as follows: (a) first, 100% to the
Limited Partners until such time as each Limited Partner has received
distributions sufficient to reduce their aggregate capital contribution to zero;
(b) then, 100% to BRMC until such time as BRMC has received distributions
sufficient to reduce its aggregate capital contributions to zero; (c) then, to
the Class A Limited Partners to the extent not previously paid from Cash Flow an
amount equal to: 10% per annum of their aggregate capital contributions (on a
cumulative basis from January 1, 1984); (d) then, first to the Limited Partners,
90% (85.5% to Class A and 4.5% to Class B) of the next $16,000 and then 10% of
such $16,000 to BRMC; and (3) then, 70% to the Limited Partners (66.5% to Class
A and 3.5% to Class B) and 30% to BRMC.

In 1996, the Partnership made capital distributions totaling $2,500 to the
Class A Limited Partners and accrued $132 for distributions to the Class B
Limited Partners.

The Partnership relies on mortgages and other loans to fund capital
improvements and construction projects. The Partnership expects to meet its cash
requirements through operations and the use of existing cash balances.

As general partner, BRMC is entitled to receive the following forms of
compensation and additional distributions (General Partner Compensation):

1. A supervisory management fee, the lesser of (a) $50 per month and
(b) 90% of the hypothetical supervisory fee formerly payable to an
affiliate of VMSRIL (see Note 8).

2. A debt restructuring fee with existing creditors, .5% of the
principal amount of the Partnership's indebtedness restructured (see Note
8).

F-70
<PAGE> 123

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

3. A debt or equity capital raising fee, 1.5% of the amount raised. To
the extent any capital raised is applied to repay indebtedness, no debt
restructuring fee referred to in 2 above shall be payable with respect to
the portion of the indebtedness for which a capital raising fee is charged
(see Note 8).

4. A debt reduction fee, 10% of the principal amount of the debt
extinguished. BRMC would receive 20% of its debt reduction fee at the
closing of the debt reduction transaction, with the balance paid from (a)
any excess proceeds from the refinancing of such debt, and (b) any
distributions resulting from any sale or refinancing as a preference to the
Limited Partners' distributions thereunder (see Note 8).

5. A participation in cash distributions, BRMC will receive the
following distributions:

<TABLE>
<CAPTION>
BRMC
CUMULATIVE AMOUNT DISTRIBUTED PERCENTAGE
- ----------------------------- ----------
<S> <C> <C>
First $10,000.................................................. 1%
Next $10,000.................................................. 2
Next $10,000.................................................. 3
Next $10,000.................................................. 4
Next $10,000.................................................. 5
Over $50,000.................................................. 10
</TABLE>

In the event the Limited Partners are diluted in connection with any
offering of new Partnership equity, the distribution breakpoints (DBP)
in the above table will be adjusted in accordance with the following
formula: DBP divided by that percentage of the Partnership's equity
owned by the existing Limited Partners upon completion of the financing.
Notwithstanding any of the foregoing, BRMC shall receive a total share
of such distributions of not less than $500. Such minimum shall not
apply in the event that the Limited Partners' cumulative distributions
have not exceeded Limited Partners' taxes due thereon.

6. The foregoing elements set forth in preceding subparagraphs 2, 3, 4
and 5 are limited by the provisions of the first mortgage notes (see Note
5).

4. LETTERS OF CREDIT

As of December 31, 1996 and 1995, the Partnership has two letters of credit
which secure two operating leases. The letters of credit are collateralized by
certificates of deposit totaling $500 which mature in August 1997 and are
included in restricted cash and short-term investments.

F-71
<PAGE> 124

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

5. MORTGAGES AND OTHER LOANS PAYABLE

Various refinancing activities occurred in 1996 and can be summarized as
follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
TOTAL
OUTSTANDING 1996 OUTSTANDING
BALANCE AT PRINCIPAL 1996 DEBT AT
LOAN DESCRIPTION, INTEREST RATE DECEMBER 31, 1995 PAYMENTS NEW DEBT DECEMBER 31, 1996
- ------------------------------- ----------------- --------- -------- -----------------
<S> <C> <C> <C> <C>
Nomura-$75,000..................... $ 71,524 $ 71,524 $ -0-
Starwood-$50,000................... 51,000 51,000 -0-
Starwood-$500 -- 14 1/2%........... 500 500
RMA -- 7%.......................... 10,000 300 9,700
Senior Facility, LIBOR + 2 1/4%.... 110,000 110,000
Subordinate Facility, 13%.......... 20,000 20,000
Starwood-$35,000, 18.5%............ 10,000 25,000 35,000
Other.............................. 212 212 -0-
-------- -------- -------- --------
$143,236 $123,036 $155,000 $175,200
======== ======== ======== ========
</TABLE>

FIRST MORTGAGE NOTES

On August 22, 1996, the Partnership entered into an agreement with a
consortium of financial institutions to borrow $130,000 primarily for the
purpose of refinancing existing first mortgage notes. The agreement consists of
a $110,000 Senior Facility (Senior Notes) and a $20,000 Subordinate Facility
(Subordinate Notes). Both Facilities mature on August 22, 2001 and accrue
interest, based on a 360 day year, payable monthly in arrears. The Senior Notes
accrue interest at the lenders' base rate plus one-quarter percent (Base Rate)
or LIBOR plus two and one-quarter percent (LIBOR Rate). In 1996, the Partnership
selected the LIBOR Rate, averaging approximately 7.814%. The Subordinate Notes
accrue interest at a fixed rate of thirteen percent. Both Facilities are secured
by a first mortgage and lien on all assets held by the Partnership, except in
certain circumstances where other first liens are permitted. The outstanding
balance on the First Mortgage Notes at December 31, 1996 totaled $130,000.

The Partnership is required to make quarterly principal payments of $750 on
the Senior Notes commencing September 30, 1998 and increasing to $1,250 on
September 30, 1999 and to $1,750 on September 30, 2000. The Partnership is
required to make additional principal payments on the Senior Notes and initial
principal payments on the Subordinate Notes based upon certain cash flow
conditions.

In accordance with the agreement, the Partnership deposits cash into
reserve accounts which are accumulated and restricted to support future debt
service, facility expansion, fixed asset replacement and real estate tax
payments. Both Facilities contain significant restrictions with respect to
payments to Partners and other debt holders.

In conjunction with the refinancing, the Partnership recorded a loss on
debt restructuring of $5,417 which represents the write off of debt issue costs.
The Partnership paid a loan prepayment penalty of $3,515 to Nomura.

SECOND MORTGAGE NOTE

On August 22, 1996, the Partnership entered into an agreement with an
institutional lender to borrow $35,000, as evidenced by a promissory note,
primarily for the purpose of the planned expansion of the Resort. The note is
secured by a second mortgage and lien on all assets held by the Partnership,
except in certain circumstances where other liens are permitted. At maturity,
August 21, 2003, or prepayment of the note, the Partnership is required to pay
an amount which will result in an annual internal rate of return to the lender
of

F-72
<PAGE> 125

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

eighteen and one-half percent (18.5%). Interest is payable quarterly in arrears
commencing October 1, 1996 at a rate of eight percent through December 31, 1998
and fourteen and one-half percent thereafter based on a 360 day year. The
Partnership accrues interest at 18.5% per annum. Additional interest and
principal payments are required based on certain cash flow conditions. The
outstanding balance on the Second Mortgage Note totaled $35,000 at December 31,
1996.

The Partnership may not prepay the note prior to its third anniversary
except in connection with a sale of Partnership assets to a third party. If
prepayment occurs before August 23, 2001, the Partnership is required to pay an
amount (Prepayment Amount) which would result in an 18.5% internal rate of
return to the lender through that date. The Prepayment Amount will be reduced by
the return which would result from the lenders' reinvestment of the repaid
principal at the United States Treasury Notes rate plus 250 basis points, if
prepayment results from sale of Partnership assets or from cash flow; or plus
150 basis points, if prepayment results from refinancing the note or sale or
issuance of any ownership interest in the Partnership.

THIRD MORTGAGE NOTE

On August 22, 1996, a note payable, which was previously secured by a first
mortgage, was replaced with a third mortgage and lien on all assets of the
Partnership. The note matures on September 30, 2003 and accrues interest at a
fixed rate of approximately 14.52% through September 30, 1998 and at a variable
rate thereafter payable quarterly in arrears. The outstanding balance on the
Third Mortgage Note at December 31, 1996 totaled $500.

The Partnership is required to make an additional payment (Final
Participation Interest) upon maturity of the loan or sale of the Partnership's
assets equaling the sum of $750, plus 5% of the Partnership's net asset value as
calculated based on certain criteria. In the event of refinancing of the
property, the Partnership is required to make a payment of 5% of the net
proceeds (Interim Participation Interest). Interim Participation Interest paid
will be deducted from the Final Participation Interest amount. In 1996, the
Partnership paid $125 of Interim Participation Interest.

OTHER NOTES PAYABLE

The Partnership's other notes payable represent two unsecured promissory
notes with original amounts of $8,000 and $2,000 dated October 7, 1994 related
to a settlement agreement whereby the Partnership terminated a 20-year
management agreement. Both promissory notes mature on October 7, 2004 and accrue
interest at a rate of 7% payable semi-annually in arrears.

The $8,000 promissory note requires future principal reductions of $320 on
October 7, 1997 and $400 on each October 7 from 1998 to 2003, with a balloon
payment of $5,040 due at maturity. The $2,000 promissory note payable requires
future principal reductions of $80 on October 7, 1997 and $100 on each October
7, from 1998 to 2003, with a balloon payment of $1,260 due at maturity. The
notes include limitations on additional senior debt.

At December 31, 1996, aggregate future maturities of mortgage and other
loans payable are as follows:

<TABLE>
<S> <C>
1997........................................................ $ 400
1998........................................................ 2,000
1999........................................................ 4,500
2000........................................................ 6,500
2001........................................................ 119,000
Thereafter.................................................. 42,800
--------
$175,200
========
</TABLE>

F-73
<PAGE> 126

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

The following schedule reflects the mortgage and loan payable balances as
of December 31, 1995. Senior and subordinated notes were refinanced during 1996,
as disclosed above:

<TABLE>
<CAPTION>
1995
--------
<S> <C>
A senior note secured by the $130,000 first mortgage on
the principal resort property, improvements and all
assets and rights of the Partnership accruing interest
at 8.26%. The Partnership may pay the loan in whole or
in part at any time by paying a prepayment fee based on
a formula. $ 71,524
A subordinated note secured by the $130,000 first mortgage
on the principal resort property, improvements, and all
assets and rights of the Partnership accruing interest
at 14.52%. The balance at December 31, 1995 includes a
fee of $1,000 due upon payoff of the note. The loan has
a term of eight years and no amortization period [see
(b) and (d) below]. 51,000
A subordinated note secured by the $130,000 first mortgage
on the principal resort property, improvements and all
assets and rights of the Partnership accruing interest
at 14.52%. The note contains a provision whereby the
lender upon the sale or refinancing of the Partnership,
or substantially all of its assets, is entitled to an
amount based on a certain formula [see (a) below]. 500
Other loans payable:
A promissory note bearing interest at 14.5% per annum,
payable quarterly commencing April 1, 1996. The note is
collateralized by the notes receivable due from club
members for the Premier Membership Program at December
15, 1995 and additions thereafter (see Note 10). The
loan matures on December 15, 2002, at which time all
principal and any accrued unpaid interest is due. The
principal amount due at maturity of the note includes
an amount, in addition to principal and accrued
interest, sufficient to provide the lender an internal
rate of return of 18.5% per annum. [see (c) below]. 10,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. The first interest payment is
due October 7, 1995, with subsequent payments of
interest due semiannually commencing April 1, 1996.
Principal payments commence October 7, 1996 in the
amount of $240 increasing to $400 in the year 2003 with
a balloon payment of $5,040 due October 7, 2004. 8,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. The first interest payment is
due October 7, 1995, with subsequent payments of
interest due semiannually commencing April 1, 1996.
Principal payments commence October 7, 1996 in the
amount of $60 increasing to $100 in the year 2003 with
a balloon payment of $1,260 due October 7, 2004. 2,000
An unsecured promissory note dated October 7, 1994 with
interest at 7% per annum. Annual principal payments of
$100 plus interest commence October 7, 1995. $ 100
A note payable dated March 31, 1991 for $600 to fund the
redevelopment and renovation of a resort restaurant.
Principal and interest payments are made monthly over a
five-year term at an interest rate of prime plus 2.5%
(11.0% at December 31, 1995). 112
--------
143,236
Current portion of mortgage and other loans payable (2,347)
--------
$140,889
========
</TABLE>

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

(a) On October 11, 1994, the Partnership exercised its call option (the "1994
Refinancing") and paid $45,086 to reduce the then outstanding principal
balance of $55,000 on this subordinated note to $500,

F-74
<PAGE> 127

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

resulting in a gain on debt restructuring of $6,704, net of $2,710 in
capitalized costs on the repaid subordinated note which were written off as
a result of the restructuring.

Also on October 11, 1994, the Partnership entered into a $48,500
subordinated note agreement with a new lender. The proceeds of the note
were reduced by a $1,000 commitment fee and used to make the $45,086
payment described above and to pay accrued interest of $216 on the repaid
subordinated note, resulting in net cash proceeds of $2,198.

(b) The Partnership's subordinated note in the original principal amount of
$48,500 was retired on September 29, 1995 (the "1995 Refinancing"). The
total principal and interest owed to the Lender under the note was $50,241.
An additional Payoff Premium of $1,500 was also owed to the Lender under
the note. The Partnership made a cash payment of $1,741 to the Lender for
accrued interest at September 29, 1995 and refinanced $50,000 with the
issuance of a $50,000 subordinated note. As a result of the 1995
Refinancing, approximately $1,696 in deferred loan costs were written off
resulting in a loss on extinguishment of debt of said amount.

In connection with the 1995 Refinancing, the Partnership paid $389 in
closing costs and legal fees. These loan costs were capitalized and are
being amortized on a straight line basis over the term of the loan.

(c) On December 15, 1995, the Partnership entered into a $10,000 promissory
note, the proceeds of which were deposited into an escrow account. The
balance in the escrow account at December 31, 1995 is $9,864 and is
included in restricted cash and short-term investments in the accompanying
balance sheet. The proceeds of the note are to be used for the construction
of certain hotel property.

The Note is prepayable at any time, provided that any prepayments made
prior to December 15, 2000 require a prepayment fee sufficient to provide
the holder an internal rate of return of 16% per annum through December 15,
2000 based upon a yield maintenance formula.

(d) The note calls for $1,000 fee due upon payoff. This fee is being accreted
over the life of the loan. At December 31, 1995, included in deferred loan
costs is approximately $968, which represents the $1,000 fee less
accumulated accretion of $32.

Under the terms of the senior and subordinated mortgage notes described
above, certain amounts are required to be deposited in an escrow account for the
purposes of paying personal and real property taxes. The balance in the personal
and real property taxes account was $853 at December 31, 1995. The terms of
these mortgages also require funds to be escrowed for capital repairs and
replacements to the resort. The balance in the capital repair and replacement
escrow account was $2,148 at December 31, 1995.

The mortgage loan agreements include certain restrictive covenants
including, among other things, the maintenance of a senior debt service ratio,
as defined, of 1.75 to 1 and a subordinate debt service coverage ratio, as
defined, of 1.2 to 1, restrictions on general and limited partner distributions
and limitations on the incurrence of new debt.

6. BANYAN MORTGAGE LOANS

The Banyan mortgage loans consisted of three matured first mortgage loans
collateralized by certain land (the Marina Parcel) and the Boca Golf and Tennis
Country Club. At December 31, 1994, the mortgage loans had principal balances of
$8,100, $10,354 and $2,031 and accrued interest totaled $4,388. During 1994 and
1995, no principal payments were made, other than as described below, and, in
accordance with the terms of the agreements, interest totaling $2,419 was
incurred in 1994.

On December 29, 1994 (the Settlement Date), the Partnership entered into a
settlement agreement which called for the following: (1) a payment of $1,000,
which was made on November 29, 1994, and applied against outstanding principal;
(2) a payment to be made of $3,500, plus interest accrued from the Settlement
Date to the date of payment, to release the Boca Golf and Tennis Country Club
from the mortgage loans; and (3) a foreclosure sale on the Marina Parcel, to be
held subsequent to December 31, 1994.

F-75
<PAGE> 128

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

On January 17, 1995, the Partnership made the $3,500 payment, plus accrued
interest of $18, and on January 26, 1995, a foreclosure sale was held and the
lender obtained ownership of the Marina Parcel.

The settlement is deemed to have occurred at the time the $3,500 payment
was made and the foreclosure sale was held. Accordingly, in 1995, the
Partnership recognized a net gain of $12,024 consisting of $21,373 in
forgiveness of principal and interest offset by a write-off of $9,349
representing the carrying value of the Marina Parcel.

The Partnership agreed to lease the Marina Parcel from the owner for $8 per
month which terminated December 1, 1996 and was subsequently extended to January
1, 1997. On January 2, 1997, the Partnership entered into an agreement with the
owner for the right of partial use of the marina property. The agreement's
initial term expires on September 1, 1997 and is automatically renewable upon
notice, unless terminated by either property owner or the Partnership.

7. SERVICES AGREEMENT

The Partnership has entered into a services agreement with an individual to
provide executive services. Pursuant to the agreement, the individual has agreed
to serve as a director of the corporate general partner of BRMC. The term of the
agreement is ten years commencing on January 1, 1993. As compensation for these
services, the individual receives the following:

1. Basic advisory fee of not less than $150 per year payable in equal
monthly installments.

2. For the first three calendar years, a guaranteed bonus equal to the
greater of $35 or 2.5% of the Partnership's adjusted contract year earnings
in excess of the contract year base level earnings.

3. Complimentary Premier Club membership.

The basic advisory fee of $150 was paid to the individual in 1994, 1995 and
1996. Cumulative bonuses totaling $107 have been accrued and are included in
other accounts payable and accrued expenses at December 31, 1996.

8. OTHER RELATED PARTY TRANSACTIONS

As described in Note 3, BRMC is entitled to receive several forms of
compensation. In respect to Note 3 subparagraph 1, the Partnership paid $600 in
supervisory management fees during 1994, 1995 and 1996. In connection with Note
3 subparagraph 2, 3, 4 and 5, the following sets forth the extent of amounts
owed by the Partnership to BRMC.

<TABLE>
<S> <S> <C>
Fees incurred in 1993
Capital raising fee(1)...................................... $ 1,650
Debt reduction fee(2)....................................... 1,416
---------
Balance due as of December 31, 1993......................... 3,066
Less: Payment made in 1994 in connection with balance due as
of December 31, 1993.................................. (500)
Plus: Fees incurred in 1994
Capital raising fee(3)...................................... 728
Debt reduction fee(4)....................................... 1,140
Settlement fee(5)........................................... 400
---------
Balance due as of December 31, 1994......................... 4,834
</TABLE>

F-76
<PAGE> 129

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)
Plus: Fees incurred in 1995
Debt restructuring fee(6)................................... 243
Capital raising fee(7)...................................... 173
Debt reduction fee(8)....................................... 650
---------
Balance due as of December 31, 1995......................... 5,900
Less: Payment made in 1996 in connection with balance due as
of December 31, 1995.................................. (4,500)
Plus: Capital raising fee incurred in 1996(9)............... 2,325
---------
Balance due as of December 31, 1996......................... $ 3,725
=========
(1) Aggregate new money raised in 1993.......................... 110,000
Capital raising fee (@ 1.5%)................................ 1,650
(2) Original principal replaced................................. 154,908
Less: Replacement financing................................. (140,750)
---------
Debt reduction amount....................................... 14,158
=========
Debt reduction fee (@ 10%).................................. 1,416
(3) Aggregate new money raised in 1994.......................... 48,500
Capital raising fee (@ 1.5%)................................ 728
(4) Original principal replaced................................. 25,200
Less: Loan payments......................................... (4,500)
Value of Marina Parcel per settlement....................... (9,300)
---------
Debt reduction amount....................................... 11,400
=========
Debt reduction fee (@ 10%).................................. 1,140
(5) RMA settlement fee.......................................... 400
(6) Debt restructured in 1995................................... 48,500
Debt restructuring fee (@ 0.5%)............................. 243
(7) Aggregate new money raised in 1995.......................... 11,500
Capital raising fee (@ 1.5%)................................ 173
(8) Original principal replaced................................. 54,500
Less: Replacement financing payoff amount................... (51,000)
Plus: New money included in replacement financing........... 3,000
---------
Debt reduction amount....................................... 6,500
=========
Debt reduction fee (@ 10%).................................. 650
(9) Aggregate new money raised in 1996.......................... 155,000
Capital raising fee (@ 1.5%)................................ $ 2,325

Payment of the balance due BRMC at December 31, 1996 is restricted in
accordance with provisions of the First Mortgage Notes. There is $25 due to the
BRMC from future distribution to Limited Partners for the participation fee on
the $2,500 distribution made during 1996.

In 1994, the Partnership received $500 from an affiliate of VMSRIL for
reimbursement of a percentage of shared executives' salaries and benefits and
$60 for office space rental.

9. PROFIT SHARING PLAN

On January 1, 1987, the Partnership established the Boca Raton Hotel and
Beach Club Employees Savings and Thrift Plan and Trust (the "BEST Plan").
Substantially all employees are eligible to participate

F-77
<PAGE> 130

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

in the BEST Plan. The BEST Plan allows participants to contribute up to 16% of
their total compensation. The Partnership is required to contribute 50% of the
first 6% of the employee's earnings. The Partnership's contributions to the BEST
Plan were $360, $362, and $387 for the years ended December 31, 1994, 1995, and
1996, respectively.

10. PREMIER CLUB MEMBERSHIP DEPOSITS AND CREDITS

During 1991, the Partnership introduced the Premier Club at the resort
complex. The program requires an initial membership deposit and annual dues
based on the number and type of facilities the member uses.

Under the terms of the Premier Club, commencing in January 1991,
applications for membership required a deposit of $15 ($12 for members under a
prior program). The required deposit was increased to $18 as of May 1, 1992, $22
as of May 1, 1993, $25 as of May 1, 1994 and $28 as of May 1, 1995 and $30 as of
May 1, 1996. As of December 31, 1996, the Partnership has recorded membership
deposits of $59,287, of which $47,201 has been either received or credited. As
of December 31, 1996, $1,912 of membership notes bear interest at 7% per annum
and the remaining balance of $10,174 is non-interest bearing. The membership
notes will be collected by 2003 as follows:

<TABLE>
<S> <C>
1997........................................................ $ 3,840
1998........................................................ 3,327
1999........................................................ 2,723
2000........................................................ 1,565
2001........................................................ 565
Thereafter.................................................. 66
-------
$12,086
=======
</TABLE>

Premier Club deposits are net of a deposit credit of $3,584 and $3,462 at
December 31, 1995 and 1996, respectively, granted to members of a prior
membership program. The deposit credit is amortized on the interest method over
30 years. If any member paying over time suspends payments, amounts paid to date
will be forfeited and recognized as income. Fully paid deposits are refundable
upon the death of a member or a member's spouse and upon the expiration of the
30-year membership term (subject to renewal). The deposit is refundable upon a
member's resignation from the Premier Club, but only out of the proceeds of the
membership deposit of the fifth new member to join the Premier Club following
refund of all previously resigned members' deposits.

11. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

On August 5, 1993, the Partnership entered into agreements to lease food
and beverage operations at the Deer Creek and Carolina country club facilities.
The Partnership is entitled to food and beverage revenues from the operation of
the facilities and is obligated to pay all employee costs, certain maintenance
costs and 50% of the following: real and personal property taxes, insurance
premiums and common area maintenance costs, and certain other items, in
accordance with the terms of the agreements. For the years ended December 31,
1994, 1995 and 1996, rental and other expenses include net losses from these
leases operations of $365, $261 and $431, respectively, which are net of food
and beverage revenues totaling $5,164, $5,241 and $5,018, respectively. Included
in the net losses from these operations are rent expense under the related
leases of $305, $397 and $321, respectively.

F-78
<PAGE> 131

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS OF DOLLARS) -- (CONTINUED)

Minimum future obligations under operating leases, in effect at December
31, 1996, for certain equipment and the Deer Creek and Carolina food and
beverage operations are as follows:

<TABLE>
<S> <C>
1997........................................................ $1,620
1998........................................................ 1,522
1999........................................................ 1,386
2000........................................................ 343
2001........................................................ 327
Thereafter.................................................. 321
------
$5,519
======
</TABLE>

Rent expense under operating leases, excluding rent expense under the Deer
Creek and Carolina country club leases, totaled $566, $1,290 and $1,493 for the
years ended December 31, 1994, 1995 and 1996, respectively.

In conjunction with the closing of the First and Second Mortgage Notes,
bonuses totaling $1,000 were paid to certain employees of the Partnership.

State of Florida Department of Revenue performed audits of the
Partnership's Sales and Use and Intangible taxes for the periods March 31, 1991
to December 31, 1995 and January 1, 1991 to January 1, 1995, respectively. The
Partnership was assessed an additional $248 of taxes and $106 of interest. The
Partnership disputes the assessments and believes it will be successful in
defending its position. Accordingly, no additional liability has been accrued.

The Partnership and KSL Recreation Corporation (KSL) entered into a
settlement agreement and general release on April 24, 1996. In accordance with
the settlement agreement, the Partnership agreed to pay KSL an amount totaling
$1,250, in exchange for mutual releases and discharges from all actions and
obligations from their respective suits. In accordance with the agreement, the
Partnership paid $750 and agreed to pay $500 on or before June 30, 1998. At
December 31, 1995, $950 was included in accrued settlement cost in the
accompanying balance sheet.

The Partnership is subject to various actions arising out of the operations
of its business. Management is vigorously defending these actions and believes
that all actions are adequately covered by insurance.

In November 1995, the Partnership began Phase I of a planned $40,000
expansion of the Resort. At December 31, 1996, the Partnership incurred $15,148
of costs related to the expansion; $8,396 was completed in 1996 and includes
building of a parking garage and tennis courts. The balance of the expansion
plan encompasses construction of a new conference center, completion of a
fitness center and certain other minor improvements to the Resort facilities.
Construction of the new conference center commenced in September 1996. As of
December 31, 1996 and in connection with the Project, the Partnership had
contractual commitments for capital expenditures of $28,406 of which $1,507 is
included in other accounts payable and accrued expenses in the accompanying
balance sheet.

12. SUBSEQUENT EVENTS

On March 20, 1997, BRMC, BRMC's corporate general partner, and the
Partnership entered into a Contribution and Exchange Agreement with Florida
Panthers Holdings, Inc. (Panthers) and Panthers BRHC Limited to convey
substantially all of the assets and liabilities of the Partnership in exchange
for cash and ownership interests (as defined in the agreement) in Florida
Panthers Holdings, Inc. This exchange of interests, which is subject to approval
of the limited partners of the Partnership and the shareholders of Panthers, has
an agreed-upon value of approximately $325,000 and is to close within five days
of registering Panthers BRHC Limited shares and Panthers shares and warrants
under the Securities Act of 1933 and under applicable state securities law.

F-79
<PAGE> 132

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Partners of
LeHill Partners L.P.:

We have audited the accompanying consolidated balance sheet of LeHill
Partners L.P. and consolidated entities (a Delaware limited partnership) as of
December 31, 1996, and the related consolidated statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of LeHill Partners L.P. and
consolidated entities as of December 31, 1996, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
September 11, 1997.

F-80
<PAGE> 133

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 8,819
Deposit held in escrow with closing agent................. 142
Restricted investments.................................... 3,600
Accounts receivable, net of allowance for doubtful
accounts of $179....................................... 1,603
Inventories............................................... 710
Mortgage notes receivable, current portion................ 1,683
Prepaid expenses and other assets......................... 932
-------
Total current assets................................... 17,489
PROPERTY AND EQUIPMENT, AT COST:
Land...................................................... 986
Building and improvements................................. 6,885
Furniture and equipment................................... 3,134
-------
11,005
Less accumulated depreciation............................. 1,094
-------
Property and equipment, net............................ 9,911
MORTGAGE NOTES RECEIVABLE, NONCURRENT PORTION............... 2,054
CASH AND CASH EQUIVALENTS RESTRICTED FOR FUTURE MAJOR
REPAIRS AND REPLACEMENTS.................................. 2,354
INVESTMENTS RESTRICTED FOR FUTURE MAJOR REPAIRS AND
REPLACEMENTS.............................................. 1,026
-------
Total assets...................................... $32,834
=======

LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 1,909
Accrued payroll expenses.................................. 757
Accrued property tax expenses............................. 368
Deferred revenue.......................................... 2,173
Due to unit owners........................................ 151
Due to former AUO manager................................. 640
-------
Total current liabilities......................... 5,998
MINORITY INTEREST IN CONSOLIDATED ENTITIES.................. 5,005
PARTNERS' CAPITAL........................................... 21,831
-------
Total liabilities and partners' capital........... $32,834
=======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this balance sheet.

F-81
<PAGE> 134

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<S> <C>
REVENUE:
Resort operations
Rooms.................................................. $ 19,394
Food and beverage...................................... 13,684
Other departments...................................... 3,844
Other income........................................... 784
--------
Total resort operations........................... 37,706
Interest income........................................... 1,102
Excess of proceeds received over basis of mortgages....... 1,033
Excess distribution proceeds received..................... 1,152
Other..................................................... 61
--------
Total revenue..................................... 41,054
--------
EXPENSES:
Resort operations
Cost of sales.......................................... 4,624
Payroll and related expenses........................... 8,096
Property operations and maintenance.................... 2,159
Other operating and administrative expenses............ 8,809
Management fees........................................ 1,410
Marketing.............................................. 2,908
Depreciation and amortization.......................... 912
Real estate taxes...................................... 352
--------
Total resort operations........................... 29,270
Other expenses............................................ 100
--------
Total expenses.................................... 29,370
--------
INCOME BEFORE MINORITY INTEREST............................. 11,684
MINORITY INTEREST IN OPERATIONS OF CONSOLIDATED ENTITIES.... (4,679)
--------
NET INCOME.................................................. $ 7,005
PRO FORMA ADJUSTMENT TO REFLECT INCOME TAXES................ (2,702)
--------
PRO FORMA NET INCOME........................................ $ 4,303
========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

F-82
<PAGE> 135

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<S> <C>
PARTNERS' CAPITAL, January 1, 1996.......................... $28,648
Distributions............................................. (13,822)
Net income................................................ 7,005
-------
PARTNERS' CAPITAL, December 31, 1996........................ $21,831
=======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

F-83
<PAGE> 136

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from operations................................ $ 7,005
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 912
Provision for doubtful accounts........................ 19
Minority interest in operations of consolidated
entities.............................................. 4,679
Change in assets and liabilities:
Accounts receivable.................................. 1,600
Inventories.......................................... (43)
Prepaid expenses and other assets.................... 822
Accounts payable and accrued expenses................ 417
Deferred revenue..................................... 377
-------
Net cash provided by operating activities......... 15,788
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit held in escrow with closing agent................. (142)
Acquisition of mortgage notes receivable.................. (690)
Repayment of mortgage notes receivable.................... 2,977
Additions to property and equipment....................... (3,204)
Increase in cash restricted for future major repairs and
maintenance............................................ (2,287)
Sale of restricted marketable securities.................. 2,401
Purchase of marketable securities......................... (3,202)
Decrease in other assets.................................. 19
-------
Net cash used in investing activities............. (4,128)
-------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners................................. (13,822)
Decrease in due to unit owners............................ (1,882)
Distributions to minority partners........................ (2,084)
Payments made on behalf of minority partners.............. (983)
-------
Net cash used in financing activities............. (18,771)
-------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (7,111)
CASH AND CASH EQUIVALENTS, beginning of year................ 15,930
-------
CASH AND CASH EQUIVALENTS, end of year...................... $ 8,819
-------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest............................................... $ 30
=======
Income taxes........................................... $ 77
=======
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Debt reclassified to deferred revenue..................... $ 483
=======
Acquisition of units of hotel and reduction of mortgage
notes receivable through foreclosures and deeds in lieu
of foreclosure......................................... $ 6,504
=======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

F-84
<PAGE> 137

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996

1. BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

The accompanying consolidated financial statements of LeHill Partners L.P.
(the "Partnership") consist of the accounts of the Partnership and the combined
financial statements of the accounts maintained by the Registry Hotel
Corporation for the individual unit owners of the Registry Hotel at Pelican Bay
("Registry Resort") and the Association of Unit Owners of the Registry Hotel at
Pelican Bay, Inc. ("AUO"). The Partnership owned a 60% interest in the AUO as of
December 31, 1996. All material intercompany transactions and balances have been
eliminated in consolidation.

The Partnership was formed on February 22, 1995 by Pelican Hill Associates,
L.P. ("Pelican Hill"), the sole general partner, ResortHill, Inc. ("RHI"),
LW-LP, Inc. ("LW-LP") and Blakely Capital Inc. ("Blakely") to acquire 100% of
the participation interests in approximately 319 first mortgages collateralized
by the property and 18 condominium units in the 474-unit Registry Resort located
in Naples, Florida. The Partnership owned 283 of the condominium units and held
60 first mortgages at December 31, 1996. The Partnership Agreement, as amended,
provides for income allocations, additional capital contributions, and
distributions among the partners.

The Partnership is a member of the AUO, a nonresidential hotel condominium
association, and has entered into an Agency Agreement under which the revenue of
Registry Resort and the commercial units are pooled and allocated to the
investors after deducting operating expenses and management fees.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The accompanying financial statements include the accounts of the
Partnership prepared on the accrual basis of accounting in accordance with
generally accepted accounting principles.

(b) Cash and Cash Equivalents

For the purpose of these statements, the Partnership's policy is to
consider all highly liquid instruments with original maturities of three months
or less to be cash equivalents.

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of food, beverage and operating supplies.

(d) Depreciation

Depreciation is generally computed using the straight-line method over the
estimated economic lives of five years for personal property, and principally 40
years for buildings and improvements.

(e) Property and Equipment

Property and equipment are carried at cost. Repairs and maintenance costs
are charged to operations as incurred. Significant betterments and improvements
are capitalized and depreciated over their estimated economic lives.

(f) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and

F-85
<PAGE> 138

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996

liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

(g) Investments and Cash and Cash Equivalents Restricted For Future Major
Repairs and Replacement

Pursuant to the AUO's governing documents, funds are required to be
reserved for future major repairs and replacements. Reserved funds are to be
held in separate accounts and are unable to be used for expenditures for normal
operations.

(h) Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, investments, receivables,
other assets, accounts payable and accrued expenses and deferred revenue
approximates fair value because of the short maturity of these instruments.

Fair value estimates are made at a specific point in time, based on
relevant market information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment, and therefore cannot be determined with precision. The assumptions
used have a significant effect on the estimated amounts reported.

3. INCOME TAXES

No provision for income taxes has been made in the accompanying
consolidated financial statements as the liability for such taxes is that of the
partners of the Partnership and the unit owners of Registry Resort. Since the
AUO is a nonresidential hotel condominium association, nonexempt and investment
income are subject to tax at normal corporate rates. The accompanying
consolidated statement of operations includes pro forma adjustments to reflect
the income tax provision which would be incurred if the Partnership were a
taxable corporation.

4. MORTGAGE NOTES RECEIVABLE

On February 24, 1995, the Partnership acquired a majority participation
interest in 319 mortgage loans collateralized by Registry Resort of which 87.56%
and 12.44% of their interests were acquired from the Resolution Trust
Corporation and affiliates, respectively. The promissory notes acquired by the
Partnership, which had an aggregate outstanding balance of principal and accrued
interest at closing of $56.5 million were purchased by the Partnership for $27.3
million. These notes receivable represent recourse first mortgage loans
requiring monthly payments of principal and interest with varying maturities of
30 years from dates of original execution. The interest rate is adjusted every
five years based on the average yield of United States Treasury Securities,
five-year maturities, plus 3%. The balance of the Partnership's net mortgage
notes receivable at December 31, 1996 is as follows (in 000's):

<TABLE>
<S> <C>
Current principal balance plus unamortized accrued interest
at date of acquisition.................................... $ 9,597
Difference between principal and accrued interest at date of
acquisition and acquisition price......................... (5,860)
-------
Total mortgage notes receivable............................. 3,737
Less current portion........................................ (1,683)
-------
Long-term portion of mortgage notes receivable.............. $ 2,054
=======
</TABLE>

F-86
<PAGE> 139

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996

Payments of interest and principal related to mortgage notes receivable
totalled $1.0 million during the year ended December 31, 1996.

5. RELATED PARTY TRANSACTIONS

Pursuant to the terms of the partnership agreement, an asset management fee
of $120,000 for the year ended December 31, 1996 was paid to RHI, as a
co-general partner of Pelican Hill.

6. MANAGEMENT AGREEMENTS

Registry Resort is operated under a management agreement between Property
Directions, Inc., AUO's manager, and the Registry Hotel Corporation, as
operator. The agreement provides for a basic management fee equal to 2.5% of the
"Basic Fee Base" (as defined) and an incentive fee of 20% of the "Incentive Fee
Base" (as defined).

During 1996, the AUO incurred the following management fees (in 000's):

<TABLE>
<S> <C>
Basic management fees....................................... $ 929
Incentive fee............................................... 237
AUO manager fees............................................ 124
------
$1,290
======
</TABLE>

The agreement provides a separate fee of up to 1% of guest-room revenue for
actual expenses incurred related to advertising of Registry Resort ("license
fee"). The license fee totaled approximately $194,000 for the year ended
December 31, 1996 and is included in management fees in the accompanying
consolidated statement of operations.

7. EXCESS DISTRIBUTION PROCEEDS RECEIVED

Prior to 1996, the Company had a right to certain funds held in escrow for
unit owners which were derived from the operations of Registry Resort. These
funds were released in 1996 and are recorded as excess distribution proceeds
received in the accompanying consolidated statement of operations.

8. SUBSEQUENT EVENTS

On May 19, 1997, the sole shareholder of RHI, (a co-general partner of
Pelican Hill), agreed to purchase the entire interests of LW-LP and certain of
the other partners of Pelican Hill for a purchase price of approximately $72
million subject to an adjustment to reflect changes in the closing date, the
capital contributions needed to close current condominium purchases, or a change
in the current number of condominium units under contract for sale to Florida
Panthers Holdings, Inc.

Pursuant to the Merger Agreement consummated on August 13, 1997, Florida
Panthers Holdings, Inc. acquired interests constituting approximately 68% of
Registry Resort in exchange for approximately $75.5 million in cash, together
with 918,174 shares and warrants to purchase 325,000 shares of the Company's
Class A Common Stock.

F-87
<PAGE> 140

LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(IN THOUSANDS)

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 8,491
Restricted investments.................................... 2,942
Accounts receivable, net.................................. 2,596
Inventories............................................... 678
Mortgage notes receivable, current portion................ 301
Prepaid expenses and other assets......................... 1,334
-------
Total current assets.............................. 16,342
PROPERTY AND EQUIPMENT, NET................................. 12,921
MORTGAGE NOTES RECEIVABLE, NONCURRENT PORTION............... 2,329
CASH AND INVESTMENTS RESTRICTED FOR FUTURE REPAIRS AND
REPLACEMENTS.............................................. 3,523
-------
Total assets...................................... $35,115
=======
LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 3,331
Deferred revenue.......................................... 980
Other current liabilities................................. 25
-------
Total current liabilities......................... 4,336
MINORITY INTEREST IN CONSOLIDATED ENTITIES.................. 4,637
PARTNERS' CAPITAL........................................... 26,142
-------
Total liabilities and partners' capital........... $35,115
=======
</TABLE>

The accompanying notes are an integral part of these statements.

F-88
<PAGE> 141

LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
REVENUE..................................................... $26,659 $23,758
OPERATING EXPENSES:
Cost of leisure and recreation services................... 9,621 8,883
Selling, general and administrative....................... 7,562 7,085
Amortization and depreciation............................. 520 397
------- -------
Total operating expenses.......................... 17,703 16,365
------- -------
OPERATING INCOME............................................ 8,956 7,393
INTEREST AND OTHER INCOME................................... 426 2,666
MINORITY INTEREST IN OPERATIONS OF CONSOLIDATED ENTITIES.... (3,860) (4,450)
------- -------
NET INCOME.................................................. $ 5,522 $ 5,609
PRO FORMA ADJUSTMENT TO REFLECT INCOME TAXES................ 2,130 2,164
------- -------
PRO FORMA NET INCOME........................................ $ 3,392 $ 3,445
======= =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-89
<PAGE> 142

LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996
------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 5,522 $ 5,609
Adjustments to reconcile net income to net cash provided
by operating activities:
Minority interest...................................... 3,860 4,450
Amortization and depreciation.......................... 520 397
Changes in operating assets and liabilities:
Accounts receivable.................................... (993) 770
Inventories............................................ 32 (29)
Other assets........................................... (402) 463
Accounts payable and accrued expenses.................. 298 495
Deferred revenue and other liabilities................. (1,344) (3,280)
------- --------
Net cash provided by operating activities......... 7,493 8,875
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in cash restricted for future repairs
and maintenance........................................ 656 (3,422)
Acquisition of mortgage notes receivable.................. -- (690)
Principal received on mortgage notes receivable........... 1,107 2,762
Additions to property and equipment....................... (3,530) (1,804)
------- --------
Net cash used in investing activities............. (1,767) (3,154)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners and minority partners........... (6,079) (12,871)
Borrowings under notes payable............................ 25 400
------- --------
Net cash used in financing activities............. (6,054) (12,471)
------- --------
Decrease in cash and cash equivalents............. (328) (6,750)
CASH AND CASH EQUIVALENTS, at beginning of period........... 8,819 15,930
------- --------
CASH AND CASH EQUIVALENTS, at end of period................. $ 8,491 $ 9,180
======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid............................................. $ -- $ 15
======= ========
Income taxes paid......................................... $ -- $ 38
======= ========
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING ACTIVITIES:
Acquisition of units of hotel and reduction of mortgage
notes receivable through foreclosures and deeds in lieu
of foreclosure......................................... $ 1,021 $ 4,577
======= ========
</TABLE>

The accompanying notes are an integral part of these statements.

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LEHILL PARTNERS, L.P. AND CONSOLIDATED ENTITIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. INTERIM FINANCIAL STATEMENTS

The accompanying unaudited financial statements of LeHill Partners, L.P.
and consolidated entities as of June 30, 1997 and for the six months ended June
30, 1997 and 1996 have been prepared by the Company without audit pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information related to the Company's organization, significant accounting
policies and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principals have been
condensed or omitted. The financial information furnished herein reflects all
adjustments consisting of normal recurring accruals that, in the opinion of
management, are necessary for a fair presentation of the results for the interim
period. The results of operations for the six-month period ended June 30, 1997
are not necessarily indicative of the results to be expected for the entire year
primarily due to seasonal variations.

2. INCOME TAXES

No provision for income taxes has been made in the accompanying
consolidated financial statements as the liability for such taxes is that of the
partners and unit owners of the hotel. The accompanying consolidated statements
of operations include pro forma adjustments to reflect the income tax provision
which would be incurred if the partnership were a taxable corporation.

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ANNEX A

AMENDED AND RESTATED
CONTRIBUTION AND EXCHANGE AGREEMENT
(BOCA RATON HOTEL & CLUB)

This Contribution and Exchange Agreement (this "Agreement") is entered into
as of March 20, 1997 by and among FLORIDA PANTHERS HOLDINGS, INC., a Florida
corporation ("Panthers"); PANTHERS BRHC LIMITED, a Florida limited partnership
("Panthers BRHC Limited"); BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP, a
Florida limited partnership ("Partnership"); BRMC, L.P., a Delaware limited
partnership ("General Partner") and BRMC CORPORATION, a Delaware corporation and
general partner of the General Partner ("BRMC").

RECITALS

The Board of Directors of Panthers has determined that it is in the best
interests of Panthers shareholders for Panthers to acquire, directly or
indirectly, all of the assets of the Partnership and the General Partner has
determined on behalf of the Partnership that it is in the best interests of the
Partnership and its limited partners to transfer all its assets to Panthers BRHC
Limited as provided herein.

TERMS OF AGREEMENT

In consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows:

ARTICLE I

THE EXCHANGE

1.1 The Closing. Subject to the terms and conditions of this Agreement,
the consummation of the transactions contemplated hereunder ("Closing") shall
take place on a date which is on or about five (5) business days after
satisfaction or waiver of the conditions set forth in Articles VI and VII, at
the offices of Panthers' counsel, Akerman, Senterfitt & Eidson, P.A., Miami,
Florida, or such other time and place as the parties may otherwise agree, it
being the intent of the parties to close as promptly as practicable. The date on
which the Closing occurs is hereinafter referred to as the Closing Date.

1.2 Partnership's Contribution of Assets. The Partnership shall convey,
transfer, assign and deliver to Panthers BRHC Limited at the Closing on the
terms and subject to the conditions set forth in this Agreement, all of its
assets, properties and business of every kind and description, whether real,
personal or mixed, tangible or intangible, wherever located (except those assets
of the Partnership which are specifically excluded as provided in Section 1.3
hereof) as shall exist on the Closing Date (collectively, the "Contributed
Assets"). Without limiting the generality of the foregoing, the Contributed
Assets shall include the following:

(a) all right, title and interest of the Partnership in and to the
Owned Property (as defined in Section 3.11 hereof) and as lessee under any
leases covering the properties leased by the Partnership;

(b) all machinery, equipment, tools, supplies, leasehold improvements,
constructions in progress, furniture and fixtures located at or on any
parcel of the Owned Property or leased premises;

(d) all receivables of the Partnership, including without limitation,
all trade accounts receivable, notes receivable, and receivables from
insurance companies, service contract providers and any other vendors or
suppliers of the Partnership (whether on accounts owed as incentive
payments or otherwise), but excluding any receivables due from any
Affiliate of the Partnership or any Partner of the Partnership which shall
be paid or satisfied prior to the Closing;

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(e) all of the interests, rights and benefits accruing to the
Partnership under any sales contracts, supply contracts, service
agreements, purchase orders and purchase commitments made by the
Partnership in the ordinary course of business, all other agreements to
which the Partnership is a party or by which it is bound and all other
choses in action, causes of action and other rights of every kind of the
Partnership;

(f) all operating data and records of the Partnership, including
without limitation, customer lists and records, financial, accounting and
credit records, correspondence, budgets and other similar documents and
records;

(g) all of the proprietary rights of the Partnership, including
without limitation, all trademarks, trade names, patents, patent
applications, licenses thereof, trade secrets, technology, knowhow,
formulae, designs and drawings, computer software, slogans, copyrights,
processes, operating rights, other licenses and permits and other similar
intangible property and rights relating to the products or business of the
Partnership;

(h) all cash and cash equivalents and investments, whether short-term
or long-term, of the Partnership, including without limitation,
certificates of deposit, treasure bills and securities;

(i) all prepaid and deferred items of the Partnership, including
without limitation, prepaid rentals, insurance, taxes and unbilled charges
and deposits relating to the operations of the Partnership; and

(j) all right, title and interest of the Partnership in and to any
other intangible property of the Partnership.

1.3 Excluded Assets. The Contributed Assets shall exclude the following
assets of the Partnership: (i) the Exchange Rights (as defined in Section
1.8(i)) and the Panthers Warrants (as defined in Section 1.8(j)), and the Fee
Shares (as defined in Section 1.8(i)) and the rights of the Partnership under
this Agreement; (ii) the minute books and partnership interest transfer records
of the Partnership; and (iii) those assets set forth on Exhibit "A" attached
hereto ("Sold Assets"), which shall be sold by the Partnership to Panthers, or
its designee, at closing in consideration of the Exchange Rights and the
Panthers Warrants and the Fee Shares.

1.4 Assignment of Contracts. Notwithstanding anything in this Agreement to
the contrary, this Agreement shall not constitute an assignment of any claim,
contract, license, franchise, lease, commitment, sales contract, supply
contract, service agreement or purchase commitment if an attempted assignment
thereof without the consent of a third party thereto would constitute a breach
thereof or in any way adversely affect the rights of Panthers BRHC Limited
thereunder. If such consent is not obtained, or if any attempt at an assignment
thereof would be ineffective or would affect the rights of Panthers BRHC Limited
thereunder so that Panthers BRHC Limited would not in fact receive all such
rights, the Partnership, the General Partner and BRMC shall cooperate, to the
best of their ability, but at the cost and expense of Panthers BRHC Limited
without reduction of the purchase price calculated under Section 1.8(i), with
Panthers BRHC Limited to the extent necessary to provide for Panthers BRHC
Limited the benefits under such claim, contract, service agreement, purchase
order or purchase commitment, including enforcement for the benefit of Panthers
BRHC Limited of any and all rights of the Partnership against a third party
thereto arising out of the breach or cancellation by such third party or
otherwise. The provisions of this Section 1.4 shall not affect or modify any
other rights of Panthers BRHC Limited under this Agreement.

1.5 Panthers Contribution of Assets. At or prior to the Closing, Panthers,
or its designees, shall contribute or cause to be contributed to Panthers BRMC
Limited ((a), (b) and (c) below being referred to as the "Panthers Capital
Contribution"):

(a) Cash in an amount sufficient to pay off in full at the Closing
Date the obligations of the Partnership set forth on Schedule 1.5 attached
hereto;

(b) At the written election of BRMC, which shall be delivered within
five (5) days prior to the Closing Date, cash or 141,232 shares (adjusted,
as appropriate, for any stock split, reverse stock split, stock dividend or
"Special Transaction" generally in accordance with the provisions of
Exhibit "B"

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attached hereto) of the Class A common stock of Panthers, par value $.01
per share ("Panthers Common Stock") to satisfy the $3.725 million
Partnership's deferred fee obligations to BRMC; and

That portion of the Panthers Capital Contribution described in clause (a)
shall be determined with reference to the payoff letters required by Section
5.17 hereof. For purposes of Panthers BRHC Limited's partnership agreement, the
Panthers Capital Contribution shall also include: (i) the aggregate value of any
Panthers Common Stock issued upon exercise of any options granted to those
persons referred to in Section 6.8 hereof; (ii) any cash contributed to pay off
the $110 Million Senior Facility under the Loan Agreement ("Senior Facility"),
when and if permitted hereunder and under Panthers BRHC Limited's partnership
agreement; (iii) any additional cash contributed by Panthers to Panthers BRHC
Limited to pay transaction costs and expenses under Section 5.20 hereof, and
(iv) any other non-reimbursable expenses of Panthers BRHC Limited paid by
Panthers and additional cash contributed to the equity of Panthers BRHC Limited.

1.6 Assumed Liabilities. Panthers BRHC Limited shall at the Closing assume
and agree to pay, discharge, and perform when lawfully required all of the
obligations, duties and liabilities of the Partnership whether absolute or
contingent, known or unknown. The obligations, duties and liabilities assumed by
Panthers BRHC Limited pursuant to this Section 1.6 shall be referred to as the
"Assumed Liabilities."

1.7 No Expansion of Third Party Rights. The assumption by Panthers BRHC
Limited of the Assumed Liabilities, the transfer thereof by the Partnership, and
the limitations of such transfer shall in no way expand the rights or remedies
of any third party against Panthers BRHC Limited or the Partnership as compared
to the rights and remedies which such third party would have against the
Partnership had Panthers BRHC Limited not assumed such liabilities. Without
limiting the generality of the preceding sentence, the assumption by Panthers
BRHC Limited of the Assumed Liabilities shall not create any third party
beneficiary rights.

1.8 Procedure at the Closing. At the Closing, the parties agree that the
following shall occur:

(a) Panthers (or its designee) and the Partnership shall enter into a
partnership agreement for Panthers BRHC Limited, the form of which shall be
agreed upon no later than thirty (30) days from the date of this Agreement;
provided however, that such agreement shall provide that:

(i) Affiliates of Panthers will be the managing General Partner of
Panthers BRHC Limited and the holder of a limited partnership interest
therein (the "Panther Interest");

(ii) The Partnership shall acquire a non-managing general
partnership interest ("Boca LP Interest") in exchange for the
Contributed Assets;

(iii) Cash from operations determined by the managing general
partner to be available for distribution will be distributed (x) first
to the holders of the Panther Interest in payment of a profit share
equal to 15% per annum, cumulative and compounded, on the "Base Amount,"
which shall equal the Panthers Capital Contributions, and (y) next in
proportion to each of the partner's percentage interests in Panthers
BRHC Limited (the "Contribution Ratio"); provided, however, that if any
taxable income is allocated to the Partnership, cash equal to 40% of
such taxable income will be distributed to the Partnership; the initial
Contribution Ratio for the holders of the Panther Interest for the first
fiscal year ending after the Closing Date, expressed as a percentage,
will be determined by dividing (A) by (B). (A) equals the Capital
Contributions made by holders of the Panther Interest, which for the
first fiscal year will be determined as of forty-five days after the
Closing Date. (B) equals the sum of (A) plus the initial capital account
credit of the Partnership, which shall equal the dollar amount specified
in Section 1.8(i), less the value of the Sold Assets. The Contribution
Ratio shall be re-determined when Panthers or the Partnership contribute
additional capital to Panthers BRHC Limited. In such case, (A) will
equal the Capital Contributions made by the holders of the Panther
Interest. (B) will equal the sum of (x)(A), (y) the initial capital
account

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<PAGE> 147

credit of the Partnership and (z) additional capital, if any,
contributed to the equity of Panthers BRHC Limited by the Partnership.

(iv) Cash from any sale or refinancing or other capital
transactions determined by the managing general partner of Panthers BRHC
Limited to be available for distribution will be distributed (1) first
to the holders of the Panther Interest in payment of their unpaid profit
share on the Base Amount, (2) next to the holders of the Panther
Interest in repayment of their capital accounts, (3) next in payment of
the capital account of the Partnership and (4) next in accordance with
the Contribution Ratio;

(v) Taxable income and loss will generally be allocated in
accordance with the Contribution Ratio except that the Panther Interest
will be specially allocated a profit share on the Base Amount;

(vi) The Partnership will have no voting rights under the limited
partnership agreement, except that for so long as Persons other than
Panthers (or its designees) own more than 51% of the limited partnership
interests of the Partnership, the Partnership, after due and proper
notice, shall have the right: (1) to approve any amendment (unless such
amendment will not have a material adverse impact on the Partnership) to
the partnership agreement of Panthers BRHC Limited (the provisions of
Section 5.13 hereof will be included in the partnership agreement); (2)
to approve any sale of all or substantially all of the Contributed
Assets of Panthers BRHC Limited prior to January 1, 2001; provided
however, if prior to January 1, 2001, Panthers Common Stock closes at an
average price of $52.75 for five consecutive trading days on the NASDAQ
Stock Market, the Partnership shall have no right to approve any sale of
all or substantially all of the Contributed Assets; (3) to consult with
the managing general partner to develop an annual budget provided,
however, that the managing general partner will have the sole authority
to approve such budget; and (4) to consult with the managing general
partner regarding the renewal or termination of employment agreements
between Panthers BRHC Limited and Operating Management employees;

(vii) An affiliate of Panthers shall have the right to manage the
Owned Property for a management fee equal to 3% of the gross revenues of
Panthers BRHC Limited;

(viii) At any time on or after January 31, 2001, Panthers (or its
designee) shall have the right to acquire, for cash, all or a portion of
the partnership interests of the Partnership in Panthers BRHC Limited at
a price equal to the Fair Market Value of the partnership interest being
acquired. The Fair Market Value of a partnership interest shall be
calculated as set forth on Exhibit "C" attached hereto. The acquisition
shall be automatically effected by Panthers after thirty days prior
written notice to the Partnership;

(ix) For federal income tax purposes, the Partnership is subject to
Section 704(c) of the Internal Revenue Code of 1986, as amended (the
"Code"), with respect to its transfer of assets to Panthers BRHC
Limited. Panthers agree to cause Panthers BRHC Limited to elect the
remedial allocation method specified in Treasury Regulation Section
1.704-3(d). Panthers shall allocate the book value of the Contributed
Assets to each asset or class of assets provided such allocation does
not cause or create on the Closing Date income to the Partnership under
Sections 752 and 731 of the Code;

(x) At the option of Panthers, Panthers BRHC Limited shall make an
election under Section 754 of the Code. At the request of Panthers, the
Partnership shall make timely election under Section 754 of the Code for
the taxable year ending on the Closing Date, and any other taxable year
of the Partnership following its termination under Section 708(b)1)(B)
of the Code;

(xi) The partnership agreement will allow the holders of the
Panther Interest to cause after January 31, 2001, a tax termination of
Panthers BRHC Limited under Section 708(b)(1)(B) even if such action
creates an adverse effect to the Partnership;

(xii) The general partnership interest of the Partnership in
Panthers BRHC Limited will not be transferable, other than to Panthers
and its Affiliates;

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(xiii) Panthers may admit additional limited partners to Panthers
BRHC Limited in return for capital contributions and/or grant lenders
participation rights in the profits of Panthers BRHC Limited, subject to
Section 5.13 and provided that any dilution of partnership interests
resulting therefrom shall be proportionate between the Partnership and
the holders of the Panther Interests;

(xiv) The Panther Interest which is a limited partnership interest
in Panthers BRHC Limited may be transferred. The Panther Interest which
is a general partnership interest may be transferred to a Panthers
Affiliate, or to a non-Affiliate with the consent of the Partnership.
Any transfer causing a tax termination of Panthers BRHC Limited under
Section 708(b)(1)(B) of the Code on or before January 31, 2001, shall be
prohibited unless there are no material adverse tax consequences to the
Partnership or its partners;

(xv) Panthers, or its designee, may elect to borrow from Panthers
BRHC Limited, and upon such election Panthers BRHC Limited shall loan to
Panthers, or its designee, the proceeds of any financing or refinancing
of the Contributed Assets and Sold Assets ("Refinancing") on terms and
conditions equal to those of the Refinancing; and

(xvi) The partnership agreement will also contain other standard
terms, including customary indemnification provisions in favor of the
direct and indirect general partners of Panthers BRHC Limited and
payment by Panthers BRHC Limited to the Partnership of an administrative
fee to reimburse the Partnership for certain of its expenses.

(b) The Partnership shall have satisfied each of the conditions set
forth in Article VI and shall deliver to Panthers BRHC Limited the
documents, certificates, opinions, consents and letters required by Article
VI, unless waived by Panthers.

(c) Panthers and Panthers BRHC Limited shall have satisfied each of
the conditions set forth in Article VII and shall deliver to the
Partnership the documents, certificates, consents and letters required by
Article VII, unless waived by the Partnership.

(d) The Partnership shall deliver to the Panthers BRHC Limited such
warranty deeds, bills of sale, endorsements, assignments, releases and
other instruments and documents (including certificates and resolutions) in
such form as is reasonably satisfactory to Panthers BRHC Limited and as
shall be sufficient to vest in Panthers BRHC Limited (or its assignee) good
and marketable title to the Contributed Assets.

(e) Panthers BRHC Limited shall deliver to the Partnership
instruments, in such form as is reasonably satisfactory to the Partnership
and as shall be sufficient to effect the assumption by Panthers BRHC
Limited of the Assumed Liabilities.

(f) Panthers, Panthers BRHC Limited and the Partnership shall execute
and deliver a cross-receipt acknowledging receipt of the Contributed
Assets, the Sold Assets, the Exchange Rights (defined below), the Panthers
Warrants (defined below) and the Fee Shares (defined below).

(g) The Partnership shall deliver to Panthers BRHC Limited payoff and
estoppel letters in accordance with Section 5.17, and Panthers BRHC Limited
shall pay off in full the debt referred to in Schedule 1.5 hereof.

(h) The Partnership shall pay the expenses referred to in Section 5.20
out of a portion of the cash contributed under Section 1.5(a).

(i) Partnership shall sell to Panthers (or its designee) the Sold
Assets set forth on Exhibit "A" in consideration of delivery of the
Exchange Rights and Warrants described below, as well as a number of Shares
of Panthers Common Stock (the "Fee Shares") necessary to satisfy the
Partnership's obligations to pay certain fees to (i) the holder of the
third mortgage on the Partnership's assets, (ii) Temple Development Company
and (iii) Operating Management, as shall be designated by the General
Partner prior to Closing. Panthers shall deliver an Exchange Agreement
("Exchange Agreement") to the Partnership, granting to the Partnership (or
to the Partnership's partners) rights ("Exchange Rights") to

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acquire, in exchange for all of the partnership interests in the
Partnership, an aggregate number of shares (rounded to the nearest whole
share) of Panthers Common Stock (the "Panthers Shares" and each, a
"Panthers Share") determined by dividing (i) the difference between Three
Hundred Twenty Million Dollars ($320,000,000) minus (w) the value of the
Fee Shares (determined using the Price per Share, but subject to the
anti-dilution provisions set forth on Exhibit "B" attached hereto), minus
(x) the outstanding principal balance, and any accrued and unpaid interest
thereon that is past due as of the Closing Date, under the $110 Million
Senior Facility evidenced by the Loan Agreement, minus (y) the amount of
cash contributed under Section 1.5(a) (other than the amount contributed to
cover expenses as set forth in Schedule 1.5, subsection (vii) and Schedule
5.20), minus (z) Three Million Seven Hundred Twenty-Five Thousand Dollars;
by (ii) $26.375 (the "Price per Share"). In no case shall the number of Fee
Shares and the number of Panthers Shares underlying the Exchange Rights
exceed that number of shares determined in the preceding sentence without
regard to clause (w). The number of Panthers Shares shall be reserved by
Panthers for issuance under the Exchange Agreement and shall be subject to
the anti-dilution provisions set forth on Exhibit "B" attached hereto. The
Exchange Agreement shall provide: (a) for the mechanics of the exchange;
(b) that in the event the sale of all or substantially all of the
Contributed Assets is consummated prior to exercise of any Exchange Rights,
upon notice to the holders of the Exchange Rights, the Exchange Rights
shall expire; (c) that Exchange Rights to acquire an amount of Panthers
Common Stock with a fair market value at Closing equal to Two Million Five
Hundred Thousand Dollars ($2,500,000) (as determined pursuant to Section
9.3(d) below) shall be held back ("Held Back Interests") subject to the
provisions of Article IX hereof; (d) after due and proper notice that any
partnership interest in the Partnership so exchanged shall be transferred
to a designee of Panthers; and (e) that, after due and proper notice, the
Exchange Rights shall expire at January 31, 2001.

(j) Panthers shall deliver to the Partnership, registered in the name
of the holders specified by the Partnership in writing not less than five
(5) business days prior to Closing, an aggregate number of warrants to
acquire a number of shares of Panthers Common Stock equal to twenty (20%)
percent of the number of Fee Shares and the number of Panthers Shares
issued pursuant to the second sentence of Section 1.8(i) above ("Panthers
Warrants"). The Panthers Warrants shall be exercisable at a price of $29.01
per share. Fifty (50%) percent of the Panthers Warrants shall expire on
December 31, 1998 and the remaining fifty (50%) percent of the Panthers
Warrants shall expire on December 31, 1999. The number of Panthers Warrants
shall be subject to the anti-dilution provisions set forth in Exhibit "B"
attached hereto.

1.9 Filing of Documents. At the time of the Closing, the parties shall
cause to be filed with the Secretary of State of the State of Florida any
documents that Panthers or Panthers BRHC Limited determines to be required to
lawfully effect the purposes of this Agreement.

1.10 Tax Treatment. The parties hereto acknowledge and agree that the
receipt of the non-managing general partnership interest in Panthers BRHC
Limited by the Partnership contemplated hereby is intended to be a tax-free
transaction under Section 721 of the Code.

1.11 Option to Acquire General Partner's Interest in the Partnership. The
General Partner does hereby grant to Panthers the option to acquire, directly or
through its designee and exercisable upon the earlier of January 15, 2001 or at
such time as all of the Exchange Rights have been exercised, its general
partnership interest in the Partnership for $1.00 ("Option"). The Option shall
not expire unless waived in writing by Panthers. The General Partner shall
transfer its general partnership interest to Panthers' designee within five days
after Panthers' written notice to General Partner that it is electing to
exercise the Option.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF PANTHERS

As a material inducement to the Partnership to enter into this Agreement
and to consummate the transactions contemplated hereby, Panthers and Panthers
BRHC Limited make the following representations and warranties to the
Partnership:

2.1 Corporate Status. Panthers is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida. Panthers
has the requisite power and authority to carry on its business and to own or
lease its properties. Panthers BRHC Limited is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Florida. Panthers BRHC Limited has the requisite power and authority to carry on
its business and to own or lease its properties.

2.2 Corporate Power and Authority. Panthers and Panthers BRHC Limited each
have the power and authority to execute and deliver this Agreement, to perform
their respective obligations hereunder and to consummate the transactions
contemplated hereby. Other than Panthers obtaining shareholder approval, each of
Panthers and Panthers BRHC Limited have taken all action necessary to authorize
its execution and delivery of this Agreement, and the performance of their
respective obligations hereunder and the consummation of the transactions
contemplated hereby.

2.3 Enforceability. This Agreement has been duly executed and delivered by
Panthers and Panthers BRHC Limited and constitutes a legal, valid and binding
obligation of each of them, enforceable against each of them in accordance with
its terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and general equitable principles regardless of
whether such enforceability is considered in a proceeding at law or in equity.

2.4 Exchanged Securities. Upon consummation of the transactions
contemplated hereunder, the Panthers Warrants will be validly issued. Upon
exercise of any Exchange Rights under the Exchange Agreement for Panthers
Shares, and the issuance and delivery of certificates representing the Panthers
Shares to the holders of the Exchange Rights, the Panthers Shares will be
validly issued, fully paid and non-assessable shares of Panthers Common Stock.
Upon exercise of the Panthers Warrants, and payment of the exercise price with
respect thereto, the shares of Panthers Common Stock issued thereunder will be
validly issued, fully paid and non-assessable.

2.5 No Commissions. Panthers has not incurred any obligation for any
finder's or broker's or agent's fees or commissions or similar compensation in
connection with the transactions contemplated hereby.

2.6 No Violation. The execution and delivery of this Agreement by Panthers
and Panthers BRHC Limited and the performance by them of their respective
obligations hereunder and the consummation by them of the transactions
contemplated by this Agreement will not: (a) contravene any provision of the
articles of incorporation or bylaws of Panthers or the Partnership Agreement or
Certificate of Limited Partnership of Panthers BRHC Limited; (b) violate or
conflict with any law, statute, ordinance, rule, regulation, decree, writ,
injunction, judgment or order of any Governmental Authority or of any
arbitration award which is either applicable to, binding upon or enforceable
against Panthers or Panthers BRHC Limited; (c) conflict with, result in any
breach of, or constitute a default (or an event which would, with the passage of
time or the giving of notice or both, constitute a default) under, or give rise
to a right to terminate, amend, modify, abandon or accelerate, any Contract
which is applicable to, binding upon or enforceable against Panthers or Panthers
BRHC Limited; (d) result in or require the creation or imposition of any Lien
upon or with respect to any of the property or assets of Panthers or Panthers
BRHC Limited; or (e) require the consent, approval, authorization or permit of,
or filing with or notification to, any Governmental Authority, any court or
tribunal or any other Person, except any applicable filings required under the
HSR Act, any SEC filings required to be made by Panthers, any SEC and state
filings contemplated hereby, and any filings required to be made in connection
with the transfer of the licenses and permits contemplated hereunder as part of
the Contributed Assets and the Sold Assets.

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2.7 SEC Filings. From November 8, 1996 through the date hereof, Panthers
has duly and timely filed with the SEC all reports, proxy statements and other
information required to be filed by it under the Exchange Act (the "SEC
Filings"). The SEC Filings, at the time of filing did not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein necessary to make the statements contained therein, in light of
the circumstances under which they were made, not misleading. Except as
disclosed in the SEC Filings, since November 8, 1996 to the date hereof, there
has not been any Material Adverse Change in the business, financial position or
results of operations of Panthers. The Registration Statement and Prospectus to
be filed pursuant to Article VIII hereof at the time of filing will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading.

2.8 Capitalization. As of the date hereof, the authorized capital stock of
Panthers consists of 100,000,000 shares of Panthers Common Stock (which number
includes 2,600,000 shares of Panthers Common Stock reserved for issuance under
the Panthers' 1996 Stock Option Plan) and 10,000,000 shares of Class B common
stock, par value $.01 per share. Panthers has no shares of preferred stock
authorized. As of March 4, 1997: (a) 23,648,444 shares of Panthers Common Stock,
which number does not include 920,440 shares of Panthers Common Stock which are
subject to granted but currently unexercisable options, were validly issued and
outstanding, fully paid and nonassessable, and (b) 255,000 shares of Panthers
Class B Common Stock were validly issued and outstanding, fully paid and
nonassessable. As of the Closing Date, the number of shares of Panthers Common
Stock equal to the aggregate number of shares of Panthers Common Stock
underlying the Exchange Rights and the Panthers Warrants will be reserved for
issuance upon exercise of the Exchange Rights and upon exercise of the Panthers
Warrants.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE
PARTNERSHIP, THE GENERAL PARTNER AND BRMC

As a material inducement to Panthers and to Panthers BRHC Limited to enter
into this Agreement and to consummate the transactions contemplated hereby, the
Partnership, the General Partner and BRMC make the following representations and
warranties to the Panthers and Panthers BRHC Limited:

3.1 Partnership's Organization. (i) The Partnership is a limited
partnership duly organized, validly existing and in good standing under the laws
of the State of Florida, and (ii) the character of the properties owned or
leased by Partnership and the nature of Partnership's business do not require it
to be qualified and in good standing in any other state.

3.2 General Partner's and BRMC's Organization. General Partner is a
limited partnership, duly organized, validly existing and in good standing under
the laws of the State of Delaware and is qualified to do business under the laws
of the State of Florida. BRMC is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware and is qualified to
do business under the laws of the State of Florida. General Partner is the sole
general partner of Partnership and BRMC is the sole general partner of General
Partner.

3.3 Subsidiaries. Except as set forth on Schedule 3.3 hereof, the
Partnership does not own, directly or indirectly, any outstanding voting
securities of or other interests in, or control, any other corporation,
partnership, joint venture or other business entity.

3.4 Power and Authority. The Partnership has partnership power and
authority, as applicable, to: (i) to conduct its business as now conducted; (ii)
execute and deliver this Agreement, and (iii) subject to obtaining appropriate
limited partner consents required by its partnership agreement, close the
transactions contemplated by this Agreement. Each of the General Partner and
BRMC has full partnership or corporate power and authority to authorize and
consent to the execution and delivery by the Partnership of this Agreement, and,
subject to obtaining appropriate consents of the limited partners of the
Partnership and the General Partner, if any, the performance by Partnership of
its obligations hereunder. All of the consents of the general

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partner of each of the Partnership and the General Partner, and of the Board of
Directors of BRMC, required, if any, in connection with the execution, delivery
and performance of this Agreement have been obtained.

3.5 Due Execution/Enforceability. This Agreement has been duly executed
and delivered by Partnership, and assuming due authorization, execution and
delivery by Panthers and Panthers BRHC Limited, constitutes the legal, valid and
binding obligations of Partnership, enforceable against it in accordance with
the terms hereof and thereof, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

3.6 Litigation. Except as set forth on Schedule 3.6 hereof, there is no
action, suit or proceeding pending or, to the knowledge of any of the
Partnership, the General Partner and BRMC, threatened against or affecting any
of them that is not covered by insurance or, that if adversely determined would
materially affect the assets, business or operations of the Partnership or would
materially impair the ability of any of the Partnership, the General Partner or
BRMC to perform any of such entity's obligations under this Agreement.

3.7 Conflict. Except as set forth on Schedule 3.7, neither the execution
nor the delivery of this Agreement nor the performance by the Partnership, the
General Partner and BRMC of any of the provisions hereof, will conflict with or
result in a breach of any of the provisions of the Partnership's, the General
Partner's or BRMC's governing documentation, any applicable Legal Requirements,
or any Designated Contract (as defined in Section 3.23 hereof), or constitute a
default under any of the foregoing or result in the creation or imposition of
any lien, charge or encumbrance upon any property of such entity, or on all or a
portion of the Contributed Assets (including the Owned Property) or the Sold
Assets.

3.8 Governmental Consent. No consent, approval or other authorization of
or by any Governmental Authority is required in connection with the execution or
delivery by the Partnership, the General Partner or BRMC of this Agreement or
compliance by them with any of the provisions hereof, except with respect to the
transfer of the Permits (defined in Section 3.19) and except HSR or SEC filings
required by law, if any.

3.9 Financial Statements. Each of Partnership's 1995 audited, and
December, 1996 audited Financial Reports previously delivered to Panthers (i) in
the case of the accrual statement, has been audited by a certified public
accounting firm, which has issued its report thereon, (ii) is true and correct
in all material respects on and as of the dates and periods covered by such
statements and (iii) was prepared in accordance with GAAP. No event or
circumstance since the dates of such statements makes any of them untrue or
misleading in any material adverse manner. The balance sheet of the Partnership,
dated as of December 31, 1996, is referred to herein as the "Current Balance
Sheet." Partnership has delivered to Panthers a true and correct copy of its
1997 Budget as it relates to capital expenditures, repairs and maintenance, and
to furniture, fixtures and equipment, which was prepared in the ordinary course
of business and was approved by the General Partner, and which is subject to
adjustment from time to time.

3.10 Liabilities of the Partnership. (a) The Partnership does not have any
liabilities or obligations, whether accrued, absolute, contingent or otherwise,
except (i) to the extent reflected or taken into account in its Current Balance
Sheet and not heretofore paid or discharged, (ii) to the extent specifically set
forth in or incorporated by express reference in any of the Schedules attached
hereto, (iii) liabilities incurred in the ordinary course of business consistent
with past practice since the date of its Current Balance Sheet (none of which
relates to breach of contract, breach of warranty, tort, infringement or
violation of law, or which arose out of any action, suit, claim, governmental
investigation or arbitration proceeding), (iv) normal accruals,
reclassifications, and audit adjustments which would be reflected on an audited
financial statement and which would not be material in the aggregate, and (v)
liabilities incurred in the ordinary course of business prior to the date of its
Current Balance Sheet which, in accordance with GAAP consistently applied, were
not recorded thereon.

(b) The Partnership's Net Working Capital (defined below) minus the
Partnership's closing costs and expenses set forth in Section 5.20 hereof, shall
be $1.00 or more as of the last day of the month immediately preceding the
Closing Date (with the current portion of the Premier Club Accounts Receivable
being that amount due prior to the Settlement Date (defined in Section 9.2
hereof)) . The Partnership's "Net Working

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Capital" as of December 31, 1996 is set forth on Schedule 3.10 hereof, and shall
be recalculated by the Partnership for purposes of Closing in a manner
consistent with Schedule 3.10 as of the end of the calendar month immediately
preceding the Closing Date, and such recalculation shall be deemed a Schedule
attached to this Agreement ("Closing Net Working Capital Statement").

3.11 Real Estate. (a) The Partnership does not own any real property or
any interest therein except as set forth on Schedule 3.11(a) (the "Owned
Property"), which Schedule sets forth the location and principal improvements
and buildings on ("Improvements") the Owned Property, together with a list of
all title insurance policies relating to such properties, all of which policies
have previously been delivered or made available to Panthers by the Partnership.

(i) Partnership holds good, indefeasible and marketable fee simple
title to the Land and existing Improvements, free and clear of all
mortgages, deeds of trust, liens, encumbrances, ground rents, leases,
tenancies, licenses, contracts of sale, options, security interests,
covenants, conditions, restrictions, rights of way, easements,
encroachments and any other matters affecting title except the Permitted
Exceptions (set forth on Schedule 3.11(b));

(ii) The completion of the Expansion Plan and the use of the Expansion
Plan improvements will not violate any Permitted Exception;

(iii) To the best of each of the Partnership's, the General Partner's
and BRMC's knowledge, no Improvements upon the Owned Property encroaches
upon any adjacent property building line, setback line, side yard line, or
any recorded or visible easement (or other easement of which they are aware
or have reason to believe may exist) with respect to the Owned Property,
except insofar as the same may be a Permitted Exception or as disclosed on
the Survey; and

(iv) The Owned Property is taxed separately without regard to any
other property and has been subdivided from all other property in
compliance with applicable laws.

3.12 Condemnation. There is no pending condemnation, expropriation,
eminent domain or similar proceeding affecting the Owned Property or any portion
thereof, and Partnership has no knowledge and has not received any written or
oral notice that any such proceeding is contemplated.

3.13 No Management Agreement. There is no management agreement affecting
the Owned Property (other than with respect to Partnership's obligations to pay
General Partner the Supervisory Fee pursuant to the Partnership Agreement).

3.14 Ownership of Contributed Assets. Except as otherwise disclosed on
Schedule 3.14, the Partnership is the owner of all of its Contributed Assets and
Sold Assets, which Contributed Assets and Sold Assets are free and clear of any
Liens, other than as set forth on Schedule 3.11 or 3.14.

3.15 Compliance with Laws. (a) Partnership has complied in all material
respects with all Legal Requirements and all recorded instruments affecting the
Property. The use of the Owned Property complies, and after substantial
completion of the Expansion Plan, shall continue to comply in all material
respects, with all zoning and use-related Legal Requirements.

(b) The Partnership is and at all times has been in compliance in all
material respects with the terms and provisions of the Immigration Reform and
Control Act of 1986, as amended (the "Immigration Act"). With respect to each
Employee (as defined in 8 C.F.R. 274a.1(f)) of the Partnership for whom
compliance with the Immigration Act is required, the Partnership has on file a
true, accurate and complete copy of (i) each Employee's Form I-9 (Employment
Eligibility Verification Form) and (ii) all other records, documents or other
papers prepared, procured and/or retained by the Partnership pursuant to the
Immigration Act. The Partnership has not been cited, fined, served with a Notice
of Intent to Fine or, to the knowledge of the Partnership, the General Partner
or BRMC, with a Cease and Desist Order, nor has any action or administrative
proceeding been initiated or threatened against the Partnership, by the
Immigration and Naturalization Service by reason of any actual or alleged
failure to comply with the Immigration Act.

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(c) The Partnership is not subject to any Contract, decree or injunction in
which the Partnership is a party which restricts the continued operation of any
business of the Partnership or the expansion thereof to other geographical
areas, customers and suppliers or lines of business.

3.16 Labor and Employment Matters. The Partnership is not a party to or
bound by any collective bargaining agreement or any other agreement with a labor
union, and there has been no effort by any labor union during the 24 months
prior to the date hereof to organize any Employees of the Partnership into one
or more collective bargaining units. There is no pending or, to the knowledge of
the Partnership, the General Partner or BRMC, threatened labor dispute, strike
or work stoppage which affects or which may affect the business of the
Partnership or which may interfere with its continued operations. Neither the
Partnership nor, to the knowledge of the Partnership, any agent, representative
or Employee thereof has within the last 24 months committed any unfair labor
practice as defined in the National Labor Relations Act, as amended, and there
is no pending or threatened charge or complaint against the Partnership by or
with the National Labor Relations Board or any representative thereof. There has
been no strike, walkout or work stoppage involving any of the Employees of the
Partnership during the 24 months prior to the date hereof. The Partnership is
not aware that any key Employee or group of Employees has any plans to terminate
his, her or their employment with the Partnership as a result of the
transactions contemplated hereunder or otherwise. Schedule 3.16 lists each
contract, agreement or plan of the following nature, whether formal or informal,
and whether or not in writing, to which the Partnership is a party or under
which it has an obligation: (i) employment agreements, (ii) employee handbooks,
policy statements and similar plans, (iii) noncompetition agreements and (iv)
consulting agreements (true and correct copies of which the Partnership has
provided to the Panthers). The Partnership has complied with applicable laws,
rules and regulations relating to employment, civil rights and equal employment
opportunities, including but not limited to, the Civil Rights Act of 1964, the
Fair Labor Standards Act, and the Americans with Disabilities Act, as amended.

3.17 ERISA. Neither Partnership nor any member of a Controlled Group of
which Partnership is a member maintains any Plan for the benefit of employees of
Partnership and neither Partnership nor any member of such Controlled Group is
obligated to make contributions in respect of any such Plan.

3.18 Tax Matters. All federal, state and other tax returns and reports of
each of the Partnership, the General Partner and BRMC required to be filed have
been duly filed, and all federal, state and other taxes, assessments (including
assessments for municipal improvements), fees or other governmental charges
imposed upon the Partnership, the General Partner, BRMC, and the Contributed
Assets which are due and payable have been paid (other than with respect to the
State of Florida Department of Revenue sales tax audit). Partnership knows of no
proposed material tax or other assessments against Partnership, the Owned
Property or any of the improvements thereon, and no extension of time for
assessment or payment of any federal state or local tax requested by Partnership
is in effect.

3.19 Licenses and Permits. All licenses and governmental or official
approvals, permits or authorizations (collectively, the "Permits") issued to the
Partnership are listed on Schedule 3.19. All such Permits are valid and in full
force and effect, the Partnership is in compliance in all material respects with
the respective requirements thereof, and no governmental proceeding is pending
or, to the knowledge of the Partnership, the General Partner or BRMC, threatened
to revoke or amend any of them.

3.20 Insurance. A list of the insurance policies maintained by the
Partnership is set forth on Schedule 3.20 hereto. Such policies are in full
force and effect, all premiums due and payable therefor have been paid in full,
and true and correct copies thereof have been delivered to Panthers.

3.21 Adequacy of the Assets; Relationships with Customers and Suppliers;
Affiliated Transactions. The Contributed Assets and Sold Assets constitute, in
the aggregate, all of the assets and properties necessary for the conduct of the
business of the Partnership in the manner in which and to the extent to which
such business is currently being conducted. No current supplier to the
Partnership of items essential to the conduct of its business will or has
threatened to terminate its business relationship with it for any reason.
Neither the Partnership nor the General Partner nor BRMC has any direct or
indirect interest in any customer, supplier or competitor or in any person from
whom or to whom the Partnership leases real or personal property. Other

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than as specified in the partnership agreement of the Partnership, and other
than the Temple Agreement, neither the General Partner nor any Affiliate thereof
is a party to any Contract or transaction with the Partnership or has any
interest in any property used by the Partnership.

3.22 Intellectual Property. All trademarks, service marks, trade names,
copyrights, patents, licenses (including licenses for the use of computer
software programs) and other intellectual property used in the conduct of the
Partnership's business (the "Intellectual Property") are listed on Schedule 3.22
hereof. The Partnership is the owner of the Intellectual Property, except as set
forth on Schedule 3.22 hereof. The conduct of the business of the Partnership as
presently conducted does not infringe or misappropriate any rights held or
asserted by any Person with respect to, and no Person is infringing on, the
Intellectual Property. Except as set forth on Schedule 3.22, no payments are
required for the continued use of the Intellectual Property.

3.23 Contracts. As of the date of this Agreement, Schedule 3.23 sets forth
a list of each Designated Contract (defined below) to which the Partnership is a
party or by which it or its properties and assets are bound, copies of which
have been provided to Panthers. The copy of each Designated Contract furnished
to Panthers is a true and complete copy of the document it purports to represent
and reflects all amendments thereto made through the date of this Agreement. The
Partnership has not violated any of the material terms or conditions of any
Designated Contract or any term or condition which would permit termination or
material modification of any Designated Contract, and, to the knowledge of the
Partnership, the General Partner and BRMC, all of the covenants to be performed
by any other party thereto as of the date hereof have been fully performed and
there are no claims for breach or indemnification or notice of default or
termination under any Designated Contract. No event has occurred which
constitutes, or after notice or the passage of time, or both, would constitute,
a material default by the Partnership under any Designated Contract, and, to the
knowledge of the Partnership, the General Partner and BRMC, no such event has
occurred which constitutes or would constitute a material default by any other
party. The Partnership is not subject to any liability or payment resulting from
renegotiation of amounts payable by it under any Designated Contract. The term
Designated Contract shall mean: (a) loan agreements, indentures, mortgages,
pledges, hypothecations, deeds of trust, conditional sale or title retention
agreements, security agreements, equipment financing obligations or guaranties,
or other sources of contingent liability in respect of any indebtedness or
obligations to any other Person, or letters of intent or commitment letters with
respect to same; (b) contracts obligating the Partnership to provide products or
services for a period of one year or more and, irrespective of the term of the
Contract, requiring the Partnership to make payments of cash or property
totalling $100,000 or more; (c) leases of real property, and leases of personal
property not cancelable without penalty on notice of sixty (60) days or less or
calling for payment of an annual gross rental exceeding Ten Thousand Dollars
($10,000.00); (d) distribution, sales agency or franchise or similar agreements,
or agreements providing for an independent contractor's services, or letters of
intent with respect to same; (e) employment agreements, management service
agreements, consulting agreements, confidentiality agreements, non-competition
agreements and any other agreements relating to any employee, officer or
director of the Partnership; (f) licenses, assignments or transfers of
trademarks, trade names, service marks, patents, copyrights, trade secrets or
know how, or other agreements regarding proprietary rights or intellectual
property; (g) any Contract relating to pending capital expenditures by the
Partnership; and (h) other material Contracts or understandings, irrespective of
subject matter and whether or not in writing, not entered into in the ordinary
course of business by the Partnership and not otherwise disclosed on the
Schedules.

3.24 Access to Information. Each of the Partnership, the General Partner
and BRMC has had the opportunity to discuss the transactions contemplated hereby
with Panthers and Panthers BRMC Limited Partnership and has had the opportunity
to obtain such information pertaining to Panthers as has been requested,
including but not limited to filings made by Panthers with the SEC under the
Exchange Act.

3.25 Bank Accounts; Business Locations. Schedule 3.25 sets forth all
accounts of the Partnership with any bank, broker or other depository
institution, and the names of all persons authorized to withdraw funds from each
such account.

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3.26 Names. All names under which the Partnership does business as of the
date hereof are specified on Schedule 3.26. The Partnership has not changed its
name or used any assumed or fictitious name within the past three years.

3.27 No Commissions. The Partnership has not incurred any obligation for
any finder's or broker's or agent's fees or commissions or similar compensation
in connection with the transactions contemplated hereby, other than the
financial advisor's fee owing by the Partnership to BT Securities Corporation,
which fees and commissions shall be paid by the Partnership.

3.28 Premier Club Notes. (i) All of the Premier Club Notes outstanding as
of December 31, 1996 appear on the list set forth on Schedule 3.28, (ii)
Partnership is the holder and beneficial owner of all of the Premier Club Notes
free and clear of any encumbrances except as in favor of the holders of the
first, second and third mortgages encumbering the Owner Property, (iii) as of
December 31, 1996, the remaining unpaid principal balance of each Premier Club
Note is as set forth on Schedule 3.28, (iv) except as set forth on Schedule
3.28, (A) no default exists under any of the Premier Club Notes, (B) all of the
Premier Club Notes remain in full force and effect and have not been amended and
(c) no obliger under any Premier Club Note has any defenses or rights of set-off
or abatement against such obligor's obligations under the applicable Premier
Club Note, and (v) as of the Closing Date, Partnership has delivered to Panthers
BRMC Limited the originals of all of the Premier Club Notes including any
amendments and modifications made thereto.

3.29 Premier Club Deposits. All of the Premier Club Deposits as of
December 31, 1996 are set forth on Schedule 3.29 and as of such date, except as
set forth on Schedule 3.29, no Premier Club member has notified Partnership of
the exercise of its right to a refund of any or all of any Premier Club Deposit.

3.30 Environmental Matters. (a) Except as disclosed in the Environmental
Report, (i) the Partnership has not conducted and shall not hereafter conduct
and (ii) to the best knowledge of the Partnership, no prior owner or current or
prior tenant or occupant of all or any portion of the Partnership has conducted
or is conducting, any Hazardous Substance Activity at, on or under the Owned
Property (A) in violation of Environmental Laws that would have a Material
Adverse Effect on the operation of the Owned Property or (B) in a manner
inconsistent with the use of the Owned Property as a first class resort hotel
complex, business conference center and resort membership club;

(b) Except as disclosed by the Environmental Report the Owned Property does
not contain asbestos or any Asbestos-Containing Material and there is no current
or potential contamination of the Owned Property by asbestos fiber; and

(c) The Partnership fully cooperated with Law Engineering and Environmental
Services, Inc. in the preparation of the Environmental Report and, to the best
of the Partnership's knowledge, such Environmental Report is not inaccurate in
any material respect.

ARTICLE IV

CONDUCT OF BUSINESS PENDING THE CLOSING DATE

4.1 Conduct of Business by the Partnership Pending the Closing Date. The
Partnership covenants and agrees that, between the date of this Agreement and
the Closing Date, its business shall be conducted only in and it shall not take
any action except in, the ordinary course of business, consistent with past
practice. Completion of the Expansion Plan and completion of the sale of the
Albanese Lots and corresponding renovation of the golf course shall be deemed to
be within the ordinary course of business. The Partnership shall use its best
efforts to preserve intact its business organization, to keep available the
services of its current officers, employees and consultants, and to preserve its
present relationships with customers, suppliers and other persons with which it
has significant business relations. By way of amplification and not limitation,
except as contemplated by this Agreement, the Partnership shall not, between the
date of this Agreement and

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the Closing Date, directly or indirectly, do or propose or agree to do any of
the following without the prior written consent of Panthers and Panthers BRHC
Limited:

(a) amend or otherwise change its certificate of limited partnership
or partnership agreement or equivalent organizational documents;

(b) issue, sell, pledge, dispose of, encumber, or authorize the
issuance, sale, pledge, disposition, grant or encumbrance of (i) any
partnership interests of any class, or any options, warrants, convertible
securities or other rights of any kind to acquire any partnership interest,
or (ii) any of its assets, tangible or intangible, except in the ordinary
course of business consistent with past practice;

(c) declare, set aside, make or pay any dividend or other
distribution, payable in cash, property or otherwise, with respect to any
of its partnership interests;

(d) reclassify, combine, split, subdivide or redeem, purchase or
otherwise acquire, directly or indirectly, any of its partnership
interests;

(e) (i) acquire (including, without limitation, for cash or shares of
stock or partnership interests, by merger, consolidation, or acquisition of
stock, partnership interest or assets) any interest in any corporation,
partnership or other business organization or division thereof or any
assets, or make any investment either by purchase of stock, partnership
interest or other securities, contributions of capital or property
transfer, or, except in the ordinary course of business, consistent with
past practice, purchase any property or assets of any other Person, (ii)
incur any indebtedness for borrowed money or issue any debt securities or
assume, guarantee or endorse or otherwise as an accommodation become
responsible for, the obligations of any Person, or make any loans or
advances, or (iii) enter into any Contract other than in the ordinary
course of business, consistent with past practice;

(f) except in the ordinary course of business consistent with past
practice, increase the compensation payable or to become payable to its
officers or employees, or, except as presently bound to do, grant any
severance or termination pay to, or enter into any employment or severance
agreement with, any of its directors, officers or other employees, or
establish, adopt, enter into or amend or take any action to accelerate any
rights or benefits which any collective bargaining, bonus, profit sharing,
trust, compensation, stock option, restricted stock, pension, retirement,
deferred compensation, employment, termination, severance or other plan,
agreement, trust, fund, policy or arrangement for the benefit of any
directors, officers or employees;

(g) take any action other than in the ordinary course of business and
in a manner consistent with past practice with respect to accounting
policies or procedures;

(h) pay, discharge or satisfy any existing claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction in the
ordinary course of business and consistent with past practice of due and
payable liabilities reflected or reserved against in its financial
statements, as appropriate, or liabilities incurred after the date hereof
in the ordinary course of business and consistent with past practice; or

(i) agree, in writing or otherwise, to take or authorize any of the
foregoing actions or any action which would make any representation or
warranty in Article III untrue or incorrect.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1 Further Assurances. Each party shall execute and deliver, to the
extent permitted by its respective governance agreements, such additional
instruments and other documents and shall take such further actions as may be
necessary or appropriate to effectuate, carry out and comply with all of the
terms of this Agreement and the transactions contemplated hereby.

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5.2 General Partner Obligations. The General Partner, as soon as
practically possible, shall send the consent solicitation required under the
Partnership's certificate of limited partnership and partnership agreement to
the limited partners of the Partnership and, subject to Section 5.4 below,
recommend and otherwise use its reasonable best efforts to facilitate the
Closing of the transaction contemplated hereby, unless the Termination Fee
becomes payable to Panthers under Section 5.12 hereof.

5.3 Cooperation. Each of the parties agrees to cooperate with the other
parties in the preparation and filing of all forms, notifications, reports and
information, if any, required or reasonably deemed advisable pursuant to any
law, rule or regulation or the rules of any exchange on which the Panthers
Common Stock is listed or the Nasdaq Stock Market in connection with the
transactions contemplated by this Agreement and to use its respective best
efforts to agree jointly on a method to overcome any objections by any
Governmental Authority to any such transactions.

5.4 HSR Act and Other Actions. Each of the parties hereto shall (i) make
promptly (and in no event later than ten (10) business days following the
attachment of all Schedules and Exhibits hereto) its respective filings, if any,
and thereafter make any other required submissions, under the HSR Act, with
respect to the transactions contemplated hereby, and (ii) use its reasonable
best efforts to take, or cause to be taken, all appropriate actions, and to do,
or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated herein, including, without limitation, using its best efforts to
obtain all licenses, permits, consents, approvals, authorizations,
qualifications and orders of any Governmental Authority and parties to Contracts
with the Partnership and limited partners of the Partnership as are necessary
for the consummation of the transactions contemplated hereby. Each of the
parties shall make on a prompt and timely basis all governmental or regulatory
notifications and filings (including Panthers making all SEC filings necessary
to solicit shareholder consent to the transactions contemplated hereby and using
good faith efforts to obtain SEC approval of such filings) required to be made
by it for the consummation of the transactions contemplated hereby. The parties
also agree to use best efforts to defend all lawsuits or other legal proceedings
challenging this Agreement or the consummation of the transactions contemplated
hereby and to lift or rescind any injunction or restraining order or other order
adversely affecting the ability of the parties to consummate the transactions
contemplated hereby. If, on the date the General Partner mails its consent
solicitation to the limited partners of the Partnership, BT Securities
Corporation determines that it can not bring forward to a current date the
fairness opinion previously delivered to the General Partner on or about the
date hereof, the General Partner shall so advise the limited partners and shall
have no obligation to recommend the transaction contemplated hereby, but shall
also not recommend against the transaction contemplated hereby except as
required by law.

5.5 Access to Information. From the date hereof to the Closing Date, the
Partnership, the General Partner and BRMC shall (and shall cause its directors,
officers, employees, auditors, counsel and agents) afford Panthers and Panthers'
officers, employees, auditors, counsel and agents reasonable access on
reasonable notice at all reasonable times to its properties, offices, and other
facilities, to its officers and employees and to all books and records, and
shall furnish such persons with all financial, operating and other data and
information as may be requested. No information provided to or obtained by
Panthers shall affect any representation or warranty in this Agreement.

5.6 Notification of Certain Matters; Exhibits and Schedules. (a) The
Partnership, the General Partner and BRMC shall give prompt written notice to
Panthers of the occurrence or non-occurrence of any event which would likely
cause any representation or warranty contained herein (including with respect to
any Schedules attached hereto), to be untrue or inaccurate, or any covenant,
condition, or agreement contained herein not to be complied with or satisfied
and the occurrence or non-occurrence of which would be a Material Adverse Change
with respect to the Partnership. Upon receipt by Panthers of notice of any
Material Adverse Change, Panthers shall have ten (10) business days to terminate
this Agreement, and the parties shall thereafter have no further liability to
the other in respect of this Agreement.

(b) In the event any Exhibits or Schedules contemplated hereby are not
attached hereto at the time of execution of this Agreement, the parties hereto
will work and negotiate in good faith to complete and attach such Schedules and
Exhibits within ten (10) business days thereafter; provided, however, that
Panthers shall

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have the right to determine, in good faith, within two (2) business days of
receipt thereof that any Exhibit or Schedule prepared solely by Partnership
constitutes a Material Adverse Change in which case the provisions of Subsection
(a) above will apply.

5.7 Tax Treatment. Panthers, BRMC, and the Partnership will use their
respective best efforts to cause the receipt by the Partnership of the
partnership interest in Panthers BRHC Limited contemplated hereunder to qualify
as a tax-free transaction under the provisions of Section 721 of the Code and do
not presently intend to take any action after the transaction contemplated
hereunder is effected to cause such transaction to lose its tax-free status. All
parties hereto agree to comply with the Code and applicable Treasury Regulations
regarding reporting requirements relating to a transaction under Section 721 of
the Code.

5.8 Confidentiality; Publicity. Except as may be required by law or as
otherwise permitted or expressly contemplated herein, no party hereto or their
respective Affiliates, employees, agents and representatives shall disclose to
any third party this Agreement or the subject matter or terms hereof without the
prior consent of the other parties hereto. No press release or other public
announcement related to this Agreement or the transactions contemplated hereby
shall be issued by any party hereto without the prior approval of the other
parties, except that Panthers may make such public disclosure which it believes
in good faith to be required by law or by the terms of any listing agreement
with or requirements of a securities exchange or the NASDAQ Stock Market (in
which case Panthers will consult with an officer of the Partnership prior to
making such disclosure).

5.9 No Other Discussions. While this Agreement is in effect, neither the
Partnership, the General Partner nor BRMC or their respective Affiliates,
employees, agents and representatives will (i) initiate or encourage the
initiation by others of discussions or negotiations with third parties relating
to any merger, sale or other disposition of any substantial part of the assets,
business or properties of the Partnership (whether by merger, consolidation,
sale of stock or otherwise) or (ii) enter into any agreement or commitment
(whether or not binding) with respect to any of the foregoing transactions,
other than pursuant to the terms of Section 5.12 hereof. The Partnership, the
General Partner and BRMC will immediately notify Panthers if any third party
attempts to initiate any solicitation, discussion or negotiation with respect to
any of the foregoing transactions.

5.10 [Reserved]

5.11 Trading in Panthers Common Stock. Except as otherwise expressly
consented to by Panthers, from the date of this Agreement until the Closing
Date, neither the Partnership, the General Partner nor BRMC (or any Affiliates
thereof) will directly or indirectly purchase or sell (including short sales)
any shares of Panthers Common Stock in any transactions effected on the NASDAQ
Stock Market or otherwise.

5.12 Termination Fee. Prior to the acceptance by the Partnership of any
unsolicited third party offer for the assets to be acquired hereunder (or for a
majority of the limited partnership interests in the Partnership), the
Partnership shall notify Panthers in writing and Panthers shall have ten (10)
business days to match any such offer in writing (including by matching any
offer with Panthers Common Stock with a fair market value equal to the fair
market value of the third party offer). In the event Panthers does not match
such offer, the Partnership may terminate this Agreement and accept such offer
in which case the Partnership shall pay to Panthers $10,000,000 and reimburse
Panthers for its out-of-pocket costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby ("Termination Fee"). In
the event the limited partners of the Partnership fail to approve the
transaction contemplated by this Agreement, and a substantial part of the
assets, business or properties to be acquired hereunder are sold (or a majority
of the limited partnership interests of the Partnership are transferred) within
six months of the resulting termination, the Termination Fee shall also be
payable by the Partnership to Panthers. Panthers shall pay the Partnership
$10,000,000, plus reimburse the Partnership for its out-of-pocket costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby, in the event Panthers fails to close the transactions
contemplated by this Agreement solely due to Panthers' breach of this Agreement.

5.13 Maintenance of Loan Agreement. Prior to the earlier of January 1,
2001 or such date as Panthers Common Stock closes at an average price of $36.93
(adjusted, as appropriate, for any stock split, reverse stock split, stock
dividend or "Special Transaction" generally in accordance with the provisions of
Exhibit "A"

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attached hereto) for five consecutive trading days on the NASDAQ Stock Market,
Panthers BRHC Limited shall not prepay or modify the $110 million Senior
Facility, and will only refinance such $110 million Senior Facility on terms
which provide for the allocation of the refinanced indebtedness to the
Partnership under Section 752 of the Code in the same manner as the $110 million
Senior Facility is allocated to the Partnership on the Closing Date.

5.14 Panthers BRHC Limited Appointed Attorney for the
Partnership. Effective at the Closing Date, the Partnership hereby constitutes
and appoints the Panthers Affiliate that becomes the managing general partner of
Panthers BRHC Limited and Panthers BRHC Limited, and its successors and assigns,
its true and lawful attorney, in the name of either Panthers BRHC Limited or the
Partnership (as Panthers BRHC Limited shall determine in its sole discretion)
but for the benefit and at the expense of Panthers BRHC Limited (except as
otherwise herein provided), (a) to institute and prosecute all proceedings which
Panthers BRHC Limited may deem proper in order to collect, assert or enforce any
claim, right or title of any kind in or to the Contributed Assets as provided
for in this Agreement; (b) to defend or compromise any and all actions, suits or
proceedings in respect of any of the Contributed Assets, and to do all such acts
and things in relation thereto as Panthers BRHC Limited shall deem advisable;
and (c) to take all action which Panthers BRHC Limited may reasonably deem
proper in order to provide for Panthers BRHC Limited the benefits under any of
the Contributed Assets where any required consent of another party to the sale
or assignment thereof to Panthers BRHC Limited pursuant to this Agreement shall
not have been obtained. The Partnership acknowledges that the foregoing powers
are coupled with an interest and shall be irrevocable. Panthers BRHC Limited
shall be entitled to retain for its own account any amounts collected pursuant
to the foregoing powers, including any amounts payable as interest in respect
thereof.

5.15 Execution of Further Documents. From and after the Closing, upon the
reasonable request of Panthers BRHC Limited, the Partnership shall execute,
acknowledge and deliver all such further deeds, bills of sale, assignments,
transfers, conveyances, powers of attorney and assurances as may be required or
appropriate to convey and transfer to and vest in Panthers BRHC Limited and
protect its right, title and interest in all of the Contributed Assets and the
Sold Assets and to carry out the transactions contemplated by this Agreement.

5.16 Employees of the Partnership. The Partnership agrees to use its
reasonable best efforts to aid Panthers BRHC Limited in engaging such of the
employees of the Partnership as are employed on the Closing Date whom Panthers
BRHC Limited desires to engage after the Closing Date.

5.17 Payoff Letters. Prior to Closing, (a) the Partnership shall request
payoff and estoppel letters with respect to any Indebtedness being repaid or
assumed by Panthers BRHC Limited, which letters shall contain payoff amounts,
per diems, wire transfer instructions and an agreement to deliver, upon full
payment, UCC-3 termination statements, satisfactions of mortgage or other
appropriate releases and any original promissory notes or other evidences of
indebtedness marked canceled, and (b) the Partnership shall provide Panthers
BRHC Limited with evidence of satisfaction in full or release of all guarantees,
notes, or obligations of the Partnership to or on behalf of any Affiliate of the
Partnership or the Partners.

5.18 Panthers Board of Directors. For so long as either of Messrs. Fowler
or Callaghan (or their respective firms) shall be employed by Panthers BRHC
Limited, Panthers shall nominate one of such persons for election to the Board
of Directors of Panthers at each annual meeting of Panthers.

5.19 Allocation of Consideration. The consideration paid by Panthers and
Panthers BRHC Limited for the Contributed Assets shall be allocated to the
Contributed Assets as set forth on Schedule 5.19 hereto.

5.20 Expenses. Subject to the reasonable approval of Panthers and the
Partnership, the Partnership shall pay, out of cash contributed by Panthers
pursuant to Section 1.5(a) hereof and listed in Schedule 1.5(vii), the direct
costs and expenses of Panthers and the Partnership (including but not limited to
financial advisory, brokerage, legal, accounting and printing fees, and fees
relating to the fairness opinion and consent solicitation) payable in connection
with the transaction contemplated hereby, together with all documentary stamp
and intangible taxes payable in connection with the transfer of title to any of
the Contributed Assets and the Sold Assets (including the Owned Property), all
fees and expenses payable in

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connection with the assumption or refinancing of the $110 Million Senior
Facility indebtedness, together with the costs and expenses (including the title
insurance premium) charged in connection with the issuance of a new Owners Title
Insurance Policy (and corresponding Mortgagee Policy or endorsement to the
existing Senior Facility Mortgagee policy, as appropriate) to Panthers BHRC
Limited and any other transaction fees or expenses. Panthers shall have the
right to designate the title company and title agent in its sole discretion.

ARTICLE VI

CONDITIONS TO THE OBLIGATIONS OF THE PANTHERS

The obligations of the Panthers and Panthers BRMC Limited to effect the
transactions contemplated hereunder shall be subject to the fulfillment at or
prior to the Closing Date of the following conditions, any or all of which may
be waived in whole or in part by Panthers:

6.1 Accuracy of Representations and Warranties and Compliance with
Obligations. The representations and warranties of the Partnership, the General
Partner and BRMC contained in this Agreement shall be true and correct in all
material respects at and as of the Closing Date with the same force and effect
as though made at and as of that time except (i) for changes specifically
permitted by or disclosed pursuant to this Agreement, (ii) that those
representations and warranties which address matters only as of a particular
date shall remain true and correct in all material respects as of such date; and
(iii) those which are not a Material Adverse Change with respect to the
Partnership. The Partnership, the General Partner and BRMC shall have performed
and complied in all material respects with all of their respective obligations
required by this Agreement to be performed or complied with at or prior to the
Closing Date. The Partnership, the General Partner and BRMC shall have delivered
to Panthers a certificate, dated as of the Effective Date, duly signed (in the
case of the Partnership, by its General Partner), certifying that such
representations and warranties are true and correct in all material respects and
that all such obligations have been complied with and performed in all material
respects.

6.2 No Material Adverse Change or Destruction of Property. Between the
date hereof and the Closing Date, (i) there shall have been no Material Adverse
Change to the Partnership, (ii) there shall have been no adverse federal, state
or local legislative or regulatory change affecting in any material respect the
services, products or business of the Partnership, and (iii) none of the
properties and assets of the Partnership shall have been damaged by fire, flood,
casualty, act of God or the public enemy or other cause (regardless of insurance
coverage for such damage) which damages may have a Material Adverse Effect
thereon, and there shall have been delivered to the Panthers a certificate to
that effect, dated the Effective Date and signed by or on behalf of the
Partnership.

6.3 Partnership Certificate. The General Partner shall have delivered to
Panthers a certificate of good standing of the Partnership issued by the
Secretary of State of the State of Florida and each other state in which the
Partnership is qualified to do business as of a date not more than fifteen (15)
days prior to the Closing Date. The Partnership shall have delivered to Panthers
(x) a copy of the certificate of limited partnership and the agreement of
limited partnership as in effect immediately prior to the Closing Date and (y) a
copy of the certificate of the General Partner of the Partnership authorizing
the transactions contemplated by this Agreement, certified in the case of
subsections (x) and (y) of this Section 6.3 as of the Closing Date by the
General Partner as being true, correct and complete.

6.4 Opinion of Counsel. Panthers shall have received an opinion dated as
of the Closing Date from counsel for the Partnership, in form and substance
acceptable to Panthers, to the effect that:

(i) The Partnership is a limited partnership, duly organized, validly
existing and in good standing under the laws of the State of Florida and is
authorized to carry on the business now conducted by it and to own or lease
the properties now owned or leased by it;

(ii) The Partnership has obtained all necessary authorizations and
consents of its partners, and any other required consents under its
certificate of limited partnership and partnership agreement, as the case
may be, to effect the transactions contemplated hereunder;

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(iii) All general partnership interests of the Partnership are owned
as set forth in Schedule 3.2 hereto;

(iv) Such counsel does not know or have reason to believe that there
is any litigation, proceeding or investigation pending or threatened which
might result in any Material Adverse Change in the properties, business or
prospects or in the condition of the Partnership, or which questions the
validity of this Agreement, Panthers BRHC Limited's limited partnership
agreement and the Exchange Agreement (collectively, the "Transaction
Agreements"); and

(v) The Transaction Agreements are valid and binding obligations of
the Partnership, the General Partner and BRMC, and are enforceable against
the Partnership, the General Partner and BRMC, in accordance with their
respective terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights generally or general equitable principles.

6.5 Senior Credit Facility. The Partnership shall have received the
appropriate consents under the Loan Agreement from the Bank of Nova Scotia (as
Agent for the lenders thereunder), or the Partnership shall have refinanced the
Senior Credit Facility on terms equal to or better than those terms existing
under the Loan Agreement and otherwise acceptable to Panthers in its reasonable
discretion.

6.6 Other Consents. In addition to the consent required by Section 6.5,
the Partnership shall have received consents to the transactions contemplated
hereby and waivers of rights to terminate or modify any material rights or
obligations of the Partnership from any Person from whom such consent or waiver
is required under any Designated Contract as of a date not more than ten days
prior to the Closing Date, or who, as a result of the transactions contemplated
hereby, would have such rights to terminate or modify such Designated Contracts,
either by the terms thereof or as a matter of law, in each case where the
failure to obtain such consent or consents, individually or in the aggregate,
would have a Material Adverse Effect on the Partnership.

6.7 Securities Laws. Panthers and Panthers BRMC Limited shall have
received all necessary consents and otherwise complied with any state Blue Sky
or securities laws applicable to the issuance of their respective securities
hereunder, in connection with the transactions contemplated hereby.

6.8 Employment Agreement. Panthers BRHC Limited shall have entered into
employment agreements with Messrs. Glennie, Feder, March, Lawrence, Nylen and
Tolbert ("Operating Management") in the form of Exhibit "D" (terms attached as
Schedule D) attached hereto.

6.9 Supervisory Management. Messrs. Fowler and Callaghan (or their
respective firms) shall enter into employment or consulting agreements (as the
case may be) with Panthers BRHC Limited in the form of Exhibit "E" (terms
attached as Schedule E) attached hereto.

6.10 Advisory Director. Mr. Temple shall have entered into a consulting
agreement with Panthers BRHC Limited in the form of Exhibit "F" (terms attached
as Schedule F) attached hereto.

6.11 Acknowledgment of Receipt of SEC Filings. At or prior to the Closing,
the General Partner and the Partnership shall have delivered to Panthers a
letter agreement acknowledging receipt of SEC filings of Panthers, in form and
substance satisfactory to the Panthers.

6.12 Transfer of Assets. At the Closing, the Partnership shall have
delivered to Panthers BRHC Limited and to Panthers, as applicable, all
assignments, warranty deeds and other instruments reasonably required to
evidence the conveyance of all of the Contributed Assets and the Sold Assets.

6.13 No Adverse Litigation. There shall not be pending or threatened any
action or proceeding by or before any court or other governmental body which
shall seek to restrain, prohibit, invalidate or collect damages arising out of
the transaction contemplated hereunder or any other transaction contemplated
hereby, and which, in the judgment of Panthers, makes it inadvisable to proceed
with the transaction contemplated hereunder and other transactions contemplated
hereby.

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6.14 HSR Act Waiting Period. Any applicable HSR Act waiting period shall
have expired or been terminated.

6.15 Other Approvals. The SEC shall have approved Panthers' proxy
statement, consent solicitation statement or information statement (to be
determined in the absolute discretion of Panthers) to its shareholders and shall
have received all necessary approvals of the NASDAQ Stock Market.

6.16 Dissolution of the Partnership. Panthers shall have received an
agreement from the General Partner of the Partnership to dissolve the
Partnership at such time as Panthers (or its designee) elects, after acquisition
of the Partnership's interest in Panthers BRHC Limited; together with an
estoppel letter from the General Partner of the Partnership stating that upon
dissolution and liquidation of the Partnership, Panthers designees owning
limited partnership interests in the Partnership shall be entitled to receive a
pro rata portion of the Partnership's distributable assets equal to the quotient
obtained by dividing: (A) the total Panthers Shares actually issued upon
exercise of the Exchange Rights to date; by (B) the total Panthers Shares
available for issuance under the Exchange Agreement as calculated pursuant to
Section 1.8(i) hereof.

6.17 Accounting Treatment. There shall not have been a change in the rules
promulgated by the Securities and Exchange Commission which does not permit
Panthers to consolidate for financial reporting purposes, all of the results of
operations of Panthers BRHC Limited.

6.18 Panthers BRHC Limited Partnership Agreement and Exchange
Agreement. The Partnership shall have executed and delivered the limited
partnership agreement for Panthers BRHC Limited and the Exchange Agreement.

ARTICLE VII

CONDITIONS TO THE OBLIGATIONS
OF THE PARTNERSHIP

The obligations of the Partnership to effect the transactions contemplated
hereunder shall be subject to the fulfillment at or prior to the Closing Date of
the following conditions, any or all of which may be waived in whole or in part
by the Partnership:

7.1 Accuracy of Representations and Warranties and Compliance with
Obligations. The representations and warranties of Panthers and Panthers BRMC
Limited contained in this Agreement shall be true and correct at and as of the
Closing Date with the same force and effect as though made at and as of that
time except (i) for changes specifically permitted by or disclosed pursuant to
this Agreement, and (ii) that those representations and warranties which address
matters only as of a particular date shall remain true and correct as of such
date. Panthers and Panthers BRHC Limited shall have performed and complied with
all of its obligations required by this Agreement to be performed or complied
with at or prior to the Closing Date. Panthers and Panthers BRHC Limited shall
have delivered to a representative of the Partnership a certificate, dated as of
the Effective Date, and signed by a duly authorized executive officer,
certifying that such representations and warranties are true and correct and
that all such obligations have been complied with and performed.

7.2 Issuance of Securities and Delivery of Agreement. At the Closing, the
Partnership shall have received all of the Panthers Warrants contemplated by
Section 1.8(j) hereof, Panthers BRGP Corporation shall have executed and
delivered the limited partnership agreement for Panthers BRHC Limited in and
Panthers shall have executed and delivered the Exchange Agreement.

7.3 No Adverse Litigation. There shall not be pending or threatened any
action or proceeding by or before any court or other governmental body which
shall seek to restrain, prohibit, invalidate or collect damages arising out of
the transactions contemplated hereunder or any other transaction contemplated
hereby, and which in the judgment of the General Partner makes it inadvisable to
proceed with the transactions contemplated hereunder and other transactions
contemplated hereby.

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7.4 HSR Act Waiting Period. Any applicable HSR Act waiting period shall
have expired or been terminated.

7.5 Partner Consents. All required partner consents for this transaction
contemplated hereby under the Partnership's Partnership Agreement shall have
been obtained.

7.6 Registration Statement. The registration statement(s) required by
Article XIII hereof shall be effective.

7.7 Opinion of Counsel. The Partnership shall have received an opinion
dated as of the Closing Date from counsel for Panthers and Panthers BRHC
Limited, in form and substance acceptable to Partnership, to the effect that:

(i) Panthers is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida; Panthers has the
requisite power and authority to carry on its business as now being
conducted; Panthers BRHC Limited is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of
Florida; and Panthers BRHC Limited has the requisite power and authority to
carry on its business as now being conducted;

(ii) Panthers (and Panthers Affiliates) and Panthers BRHC Limited each
have the power and authority to execute and deliver the Transaction
Agreements to which they are a party, to perform their respective
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby or thereby. Each of Panthers (and Panthers Affiliates)
and Panthers BRHC Limited have taken all action necessary to authorize the
execution and delivery of the Transaction Agreements to which they are a
party, including obtaining all required consents required by their
respective Articles of Incorporation and Bylaws, which consents have been
validly obtained, and the performance of their respective obligations
hereunder and thereunder and the consummation of the transactions
contemplated hereby and thereby;

(iii) The execution and delivery of the Transaction Agreements by
Panthers (and Panthers Affiliates) and Panthers BRHC Limited to which they
are a party and the performance of their respective agreements in the
Transaction Agreements do not violate the Articles of Incorporation, or the
Bylaws of Panthers (and Panthers Affiliates) or the Certificate of Limited
Partnership or Partnership Agreement of Panthers BRHC Limited,
respectively.

(iv) Each of the Transaction Agreements has been duly executed and
delivered by Panthers (and Panthers Affiliates) and Panthers BRHC Limited
(as applicable) and constitutes a legal, valid and binding obligation of
each of them, enforceable against each of them in accordance with its
terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and general equitable principles
regardless of whether such enforceability is considered in a proceeding at
law or in equity;

(v) Upon consummation of the transactions contemplated hereunder and
the issuance and delivery of the Panthers Warrants, the Panthers Warrants
will be validly issued; upon the exchange of any of the Exchange Rights for
Panthers Shares, and the issuance and delivery of certificates representing
the Panthers Shares to the holders of the Exchange Rights, the Panthers
Shares will be validly issued, fully paid and non-assessable shares of
Panthers Common Stock; and upon exercise of the Panthers Warrants in
accordance with the terms thereof, and payment of the exercise price with
respect thereto, and upon issuance and delivery of the certificates
representing shares of Panthers Common Stock therefore, the shares of
Panthers Common Stock issued thereunder will be validly issued, fully paid
and non-assessable; and

(vi) As of a date on or about the Closing Date, a statement of the
authorized capital stock of Panthers (including any shares of stock
reserved for issuance under any stock option plan); together with a
statement of the total number of securities issued by Panthers and
outstanding (and whether such securities are fully paid and
non-assessable); together with a statement of the total shares of Common

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Stock which are unissued but subject to granted but currently unexercised
options and which are reserved for issuance pursuant to the Exchange
Agreement and upon exercise of the Panthers Warrants.

7.8 Share Price. After the mailing of the solicitations for the limited
partner consents under Section 7.5, there shall not have occurred a Material
Adverse Effect with respect to Panthers which causes the stock price of Panthers
on the NASDAQ Stock Market to fall below $26.375.

ARTICLE VIII

REGISTRATION

8.1 Registration. Prior to the Closing Date, Panthers shall register under
the Securities Act of 1933 ("Securities Act") and under applicable state
securities law, the issuance of the Exchange Rights, Panthers Shares, the Fee
Shares and the Panthers Warrants to the Partnership. Panthers BRHC Limited and
Panthers shall use best efforts to keep the registration statements required by
this Section 8.1 effective for so long as shall be necessary to allow the resale
of any underlying Panthers Common Stock to be made by any holder thereof without
restriction under Section 4(1) of the Securities Act (but without taking into
account any status of such holder as an affiliate of Panthers or Panthers BRHC
Limited).

8.2 Expenses of Registration. Panthers and Panthers BRHC Limited shall pay
all expenses incurred in connection with the registration, qualification and/or
exemption of the securities to be issued hereunder, including any SEC and state
securities law registration and filing fees, printing expenses, fees and
disbursements of Panthers' and Panthers BRHC Limited's counsel and accountants,
transfer agents' and registrars' fees, fees and disbursements of experts used by
Panthers and Panthers BRHC Limited in connection with such registration,
qualification and/or exemption, and expenses incidental to any amendment or
supplement to the Registration Statements or prospectuses contained therein.
Panthers and Panthers BRHC Limited shall not, however, be liable for any sales,
broker's or underwriting commissions upon sale by any holder of any of the
Panthers Shares or Panthers Warrants.

ARTICLE IX

APPLICATION OF HELD BACK INTERESTS

9.1 Survival of Representations and Warranties. Each of the
representations and warranties of the Panthers and Panthers BRHC Limited in this
Agreement or pursuant hereto shall expire at the Closing Date. Each of the
representations and warranties made by the Partnership, the General Partner and
BRMC in this Agreement or pursuant hereto shall expire at the Closing Date,
provided however, that with respect to the Trade Accounts Receivable and Premier
Club Accounts Receivable "Loss Experience" (defined below), Panther's designee
(for example, for purposes of this Article IX, Panthers BRGP Corporation) shall
have recourse to the Held Back Interests as set forth in Section 9.2 hereof.

9.2 Loss Experience and Security for Loss Experience. The "Loss
Experience" with respect to the Trade Accounts Receivable and the Premier Club
Accounts Receivable identified on the Closing Net Working Capital Statement
shall be calculated as of December 31, 1997, unless the Closing occurs
subsequent to June 30, 1997, in which case the Loss Experience shall be
calculated as of a date which is the end of the calendar quarter and which falls
between six and nine months after the Closing Date ("Settlement Date"); for
example, if the Closing occurs on July 10, 1997, the Settlement Date would be
March 31, 1998.

(a) Trade Accounts Receivable Loss Experience shall equal: The total
amount of Trade Accounts Receivable listed on the Closing Net Working
Capital Statement which are uncollected at the Settlement Date.

(b) Premier Club Accounts Receivable Loss Experience shall equal: The
sum of (i) the total amount of Premier Club Accounts Receivable past due
(determined in good faith between Panthers and the Partnership) as of the
Settlement Date ("PCAR Delinquent Amount") plus (ii) the product of (1) the
percentage obtained by dividing (x) the PCAR Delinquent Amount by (y) the
total Premier Club

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Accounts Receivable set forth on the Closing Net Working Capital Statement
which were due on or before the Settlement Date; multiplied by (2) the
amount identified on the Closing Net Working Capital Statement as being due
subsequent to the Settlement Date.

9.3 Adjustment Amount. The Partnership shall pay to Panthers BRGP
Corporation the "Adjustment Amount," which shall equal: (i) the Trade Accounts
Receivable Loss Experience, plus (ii) any negative amount obtained by
subtracting from the Net Working Capital set forth on the Closing Net Working
Capital Statement: (1) the transaction costs referred to in Section 5.20; and
(2) the Premier Club Accounts Receivable Loss Experience. As security for the
agreement by the Partnership to pay the Adjustment Amount, the Partnership does
hereby grant a security interest in, and Pledge to Panthers BRGP Corporation the
Held Back Interests (as defined in Section 1.8(i)) and any Panthers Common Stock
exchangeable therefore and proceeds of all of the foregoing. Panthers BRGP
Corporation may set off against the Held Back Interests and against any proceeds
thereof the Adjustment Amount for which the Partnership may be responsible
pursuant to this Agreement, subject, however, to the following terms and
conditions:

(a) Panthers BRGP Corporation shall give written notice to the
Partnership of any claim for setoff against the Held Back Interests, which
notice shall set forth: (i) the amount of the Adjustment Amount; and (ii)
the basis of such claim;

(b) Such set off shall be effected on the later to occur of the
expiration of 30 days from the date of such notice (the "Notice of Contest
Period") or, if such claim is contested, the date the dispute is resolved,
and such set off shall be charged proportionally against the shares set
aside;

(c) If, prior to the expiration of the Notice of Contest Period, the
Partnership shall notify Panthers BRGP Corporation in writing of an
intention to dispute the claim, the parties shall in good faith negotiate
to resolve the claim or submit the matter to binding arbitration;

(d) For purposes of this Article, Panthers Shares for which each Held
Back Interest can be exercised shall be valued at the greater of the Price
per Share or the price per share of Panthers Common Stock at the close of
trading on the date the written notice is sent pursuant to clause (a)
above.

(e) Neither the Partnership nor the General Partner shall be liable to
Panthers or Panthers BRHC Limited or Panthers BRGP Corporation for any
deficiency resulting from the value of the Held Back Interests being less
than the Adjustment Amount, it being agreed that the only recourse against
Partnership by any party for the Adjustment Amount shall be to the Held
Back Interests.

9.4 Voting of and Dividends on the Held Back Interests. Except with
respect to Held Back Interests transferred pursuant to the foregoing right of
set off (and in the case of such Held Back Interests, until the same are
transferred), all Held Back Interests shall be deemed to be owned by the
Partnership and the Partnership shall be entitled to vote any proceeds thereof;
provided, however, that, there shall also be deposited with Panthers, subject to
the terms of this Article, all shares of Panthers Common Stock issued to the
Partnership as a result of any exercise of any Exchange Rights with respect to
Held Back Interests, and as a result of any stock dividend or stock split and
all cash issuable to the Partnership as a result of any cash dividend with
respect to Panthers Common Stock exchangeable therefore. All stock and cash
issued or paid upon Held Back Interests shall be distributed to the person or
entity entitled to receive such Held Back Interests together with such Held Back
Interests.

9.5 Delivery of Held Back Interests and Proceeds. Panthers BRGP
Corporation agrees to deliver to the Partnership promptly following the
Settlement Date any Held Back Interests (or proceeds thereof) then held by it
which it is not entitled to retain pursuant to Section 9.3, unless there then
remains unresolved any claim for an Adjustment Amount as to which notice has
been given, in which event any Held Back Interests remaining on deposit after
such claim shall have been satisfied shall be returned to the Partnership
promptly after the time of satisfaction.

9.6 Adjustment to Consideration. All setoffs made pursuant to this Article
shall be treated as adjustments to the consideration granted under Section 1.8
hereof.

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ARTICLE X

DEFINITIONS

10.1 Defined Terms. As used herein, the following terms shall have the
following meanings:

"Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act, as in effect on the
date hereof.

"Asbestos-Containing Material" means any material containing more than
one percent (1%) asbestos.

"CERCLA" means the Comprehensive Environmental Response Compensation
and Liability Act of 1980 (42 U.S.C. 9601, et seq.), as heretofore or
hereafter amended from time to time.

"Contract" means any agreement, contract, lease, note, mortgage,
indenture, loan agreement, franchise agreement, covenant, employment
agreement, license, instrument, purchase and sales order, commitment,
undertaking, obligation, whether written or oral, express or implied.

"Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated)
under common control which, together with any Person, are treated as a
single employer under Section 414(b) or 414(c) of the Internal Revenue
Code.

"Environmental Laws" collectively means and includes all present and
future laws and any amendments (whether common law, statute, rule, order,
regulation or otherwise), permits, and other requirements or guidelines of
governmental authorities applicable to the Owned Property and relating to
the environment and environmental conditions or to any Hazardous Substance
or Hazardous Substance Activity (including, without limitation, CERCLA, the
Federal Resource Conservation and Recovery Act of 1976, 42 U.S.C.
sec. 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C.
sec. 6901, et seq., the Federal Water Pollution Control Act, 33 U.S.C.
sec. 1251, et seq., the Clean Air Act, 33 U.S.C. sec. 7401, et seq., the
Clean Air Act, 42 U.S.C. sec. 7401, et seq., the Toxic Substances Control
Act, 15 U.S.C. sec. 2601-2629, the Safe Drinking Water Act, 42 U.S.C.
sec. 300f-300j, the Emergency Planning and Community Right-to-Know Act, 42
U.S.C. sec. 1101, et seq., and any so-called "Super Fund" or "Super Lien"
law, environmental laws administered by the Environmental Protection
Agency, any similar state and local laws and regulations, all amendments
thereto and all regulations, orders, decisions, and decrees now or
hereafter promulgated thereunder).

"Environmental Report" means the "Report of Phase I Environmental Site
Assessment and Limited Visual Asbestos Survey" of the Boca Raton Resort and
Club dated August 8, 1996 prepared by Law Engineering and Environmental
Services, Inc., Project Number 40795-6-0505.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expansion Plan" shall have the meaning set forth in the Loan
Agreement.

"GAAP" means generally accepted accounting principles in effect in the
United States of America from time to time.

"Governmental Authority" means any nation or government, any state,
regional, local or other political subdivision thereof, and any entity or
official exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

"Hazardous Substance" means, at any time, (i) asbestos and any
Asbestos-Containing Material, (ii) any substance that is listed in, or
otherwise classified pursuant to, any Environmental Laws or any applicable
laws or regulations as a "hazardous substance", "hazardous material",
"hazardous waste", "infectious waste", "toxic substance", "toxic pollutant"
or any other formulation intended to define, list, or classify substances
by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity, toxicity, reproductive toxicity, or "EP
toxicity", (iii) any petroleum and drilling fluids, produced waters, and
other wastes associated with the exploration, development or production of
crude

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<PAGE> 168

oil, natural gas, or geothermal resources and (iv) petroleum productions,
ploychlorinated biphenyls, urea formaldehyde, radon gas, radioactive
matter, and medical waste.

"Hazardous Substance Activity" means any actual use, packaging,
labeling, treatment, leaching, spill, cleanup, storage, holding, existence,
release, emission, discharge, generation, processing, abatement, removal,
disposition, handling or transportation of any Hazardous Substance from,
under, into or on the Owned Property or surrounding property (but only
concerning surrounding property to the extent of seepage, release,
discharge, migration, disposal or other actions from the Owned Property to
the surrounding property or from the surrounding property to the Owned
Property).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Legal Requirements" means all applicable laws, statutes, ordinances,
rulings, regulations, codes, decrees, orders, judgments, covenants,
conditions, restrictions, approvals, permits and requirements under any
Permitted Exception or for, from or by any Governmental Authority,
including zoning, subdivision, use, environmental, building, safety,
health, housing and fire.

"Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, but not limited to, any conditional
sale or other title retention agreement, any lease in the nature thereof,
and the filing of or agreement to give any financing statement under the
Uniform Commercial Code or comparable law or any jurisdiction in connection
with such mortgage, pledge, security interest, encumbrance, lien or
charge).

"Loan Agreement" means that certain Loan Agreement dated August 26,
1996 between the Partnership, as Borrower, the Bank's signatory thereto and
the Bank of Nova Scotia, as Agent.

"Material Adverse Change (or Effect)" means a change (or effect) in
the condition (financial or otherwise), properties, assets, liabilities,
rights, obligations, operations or business, which change (or effect)
individually or in the aggregate is materially adverse to such condition,
properties, assets, liabilities, rights, obligations, operations or
business.

"Permitted Exceptions" means those items set forth on Schedule 3.11(b)
hereof.

"Person" means an individual, partnership, corporation, business
trust, joint stock company, estate, trust, unincorporated association,
joint venture, Governmental Authority or other entity, of whatever nature.

"Plan" means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Part 3
of Title I of ERISA or Section 412 of the Code and is either (a) maintained
by any Person or any member of a Controlled Group for employees of such
Person or any member of such Controlled Group or (b) maintained pursuant to
a collective bargaining agreement or any other arrangement under which more
than one employer makes contributions and to which such Person or any
member of a Controlled Group is then making or has any obligation to make
contributions or, within the preceding five plan years, has made or has had
any obligation to make contributions.

"Register", "registered" and "registration" refer to a registration of
the offering and sale of securities effected by preparing and filing a
registration statement in compliance with the Securities Act and the
declaration or ordering of the effectiveness of such registration
statement.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Survey" means the surveys described on Item 1 of the Permitted
Exceptions.

"Tax Return" means any tax return, filing or information statement
required to be filed in connection with or with respect to any Taxes; and

A-25
<PAGE> 169

"Taxes" means all taxes, fees or other assessments, including, but not
limited to, income, excise, property, sales, franchise, intangible,
withholding, social security and unemployment taxes imposed by any federal,
state, local or foreign governmental agency, and any interest or penalties
related thereto.

10.2 Other Definitional Provisions. (a) All terms defined in this
Agreement shall have the defined meanings when used in any certificates, reports
or other documents made or delivered pursuant hereto or thereto, unless the
context otherwise requires.

(b) Terms defined in the singular shall have a comparable meaning when used
in the plural, and vice versa.

(c) All matters of an accounting nature in connection with this Agreement
and the transactions contemplated hereby shall be determined in accordance with
GAAP, applied on a basis consistent with prior periods, where applicable.

(d) As used herein, the neuter gender shall also denote the masculine and
feminine, and the masculine gender shall also denote the neuter and feminine,
where the context so permits.

ARTICLE XI

TERMINATION

11.1 Termination. This Agreement may be terminated at any time prior to
the Closing Date:

(a) by mutual written consent of all of the parties hereto at any time
prior to the Closing;

(b) by Panthers, in the event of a breach by any of the Partnership,
the General Partner or BRMC of any provision of this Agreement which would
have a Material Adverse Effect upon the Partnership or upon the rights or
benefits of Panthers or Panthers BRHC Limited hereunder;

(c) by the Partnership in the event of a breach by Panthers or
Panthers BRHC Limited of any provision of this Agreement which would have a
Material Adverse Effect on the rights or benefits of the Partnership
hereunder;

(d) by either Panthers or the Partnership if the Closing shall not
have occurred by December 31, 1997;

(e) by either Panthers or the Partnership if the requisite consents of
the limited partners of the Partnership are not obtained within ninety (90)
days of the last mailing of the consent solicitation or any amendment
thereof; or

(f) by the Partnership upon payment of the Termination Fee set forth
in Section 5.12 hereof.

11.2 Effect of Termination. In the event of termination of this Agreement
pursuant to Section 11.1, this Agreement shall forthwith become void and of no
further force and effect and the parties shall be released from any and all
obligations hereunder; except that the provisions of Section 5.12 shall survive,
as applicable.

ARTICLE XII

GENERAL PROVISIONS

12.1 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), guaranteed overnight
delivery, or facsimile transmission if such transmission is confirmed by
delivery by certified or registered mail (first class postage pre-paid) or
guaranteed overnight delivery, to the following addresses and

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<PAGE> 170

telecopy numbers (or to such other addresses or telecopy numbers which such
party shall designate in writing to the other party):

(a) IF TO THE PANTHERS:

Florida Panthers Holdings, Inc.
100 S.E. Third Avenue, Second Floor
Ft. Lauderdale, FL 33301
Attn: Steven M. Dauria
Telecopy: (954) 768-1920

WITH A COPY TO:

Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue, 28th Floor
Miami, Florida 33131
Attention: Stephen K. Roddenberry, Esq.
Telecopy: (305) 374-5095

(b) IF TO ANY OF THE PARTNERSHIP, THE GENERAL PARTNER OR BRMC TO:

Private Merchant Banking Company
380 Lexington Avenue, Suite 4500
New York, NY 10168
Attention: Theodore V. Fowler
Telecopy: (212) 689-9519

WITH A COPY TO:

Boca Raton Hotel and Club Limited Partnership
501 East Camino Real
Boca Raton, Florida 33432
Attn: Edward E. March
Telecopy: (561) 394-9183

WITH A COPY TO:

Rogers & Wells
200 Park Avenue
New York, New York 10166
Attn: James M. Asher, Esq.
Telecopy: (212) 878-3215

Notice shall be deemed given on the date sent if sent by overnight delivery
or facsimile transmission and on the date delivered (or the date of refusal of
delivery) if sent by certified or registered mail.

12.2 Entire Agreement. This Agreement (including the Exhibits and
Schedules attached hereto) and other documents delivered at the Closing pursuant
hereto, contains the entire understanding of the parties in respect of its
subject matter and supersedes all prior agreements and understandings (oral or
written) between or among the parties with respect to such subject matter,
including, but not limited to that certain Contribution and Exchange Agreement
dated as of March 20, 1997 by and among the parties hereto. The Exhibits and
Schedules constitute a part hereof as though set forth in full above.

12.3 Amendment; Waiver. This Agreement may not be modified, amended,
supplemented, canceled or discharged, except by written instrument executed by
all parties. No failure to exercise, and no delay in exercising, any right,
power or privilege under this Agreement shall operate as a waiver, nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
the exercise of any other right, power or privilege. No waiver of any breach of
any provision shall be deemed to be a waiver of any preceding or succeeding
breach of the same or any other provision, nor shall any waiver be implied from
any course of dealing between the parties. No extension of time for performance
of any obligations or other acts hereunder or under any other agreement shall be
deemed to be an extension of the time for performance of any other

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<PAGE> 171

obligations or any other acts. The rights and remedies of the parties under this
Agreement are in addition to all other rights and remedies, at law or equity,
that they may have against each other.

12.4 Binding Effect; Assignment. The rights and obligations of this
Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns. Nothing expressed or implied herein shall be
construed to give any other person any legal or equitable rights hereunder.
Except as expressly provided herein, the rights and obligations of this
Agreement may not be assigned by any of the parties without the prior written
consent of the other party; provided however, that Panthers may designate that
its affiliates may hold the Panther Interest.

12.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.

12.6 Interpretation. When a reference is made in this Agreement to an
article, section, paragraph, clause, schedule or exhibit, such reference shall
be deemed to be to this Agreement unless otherwise indicated. The headings
contained herein and on the schedules are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement or the
schedules. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Time shall be of the essence in this Agreement.

12.7 Governing Law; Interpretation. This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the State of
Florida applicable to contracts executed and to be wholly performed within such
State.

12.8 Arm's Length Negotiations. Each party herein expressly represents and
warrants to all other parties hereto that (a) before executing this Agreement,
said party has fully informed itself of the terms, contents, conditions and
effects of this Agreement; (b) said party has relied solely and completely upon
its own judgment in executing this Agreement; (c) said party has had the
opportunity to seek and has obtained the advice of counsel before executing this
Agreement; (d) said party has acted voluntarily and of its own free will in
executing this Agreement; (e) said party is not acting under duress, whether
economic or physical, in executing this Agreement; and (f) this Agreement is the
result of arm's length negotiations conducted by and among the parties and their
respective counsel.

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

FLORIDA PANTHERS HOLDINGS, INC., a
Florida corporation

By:
-----------------------------------
Name:
-------------------------------
Title:
----------------------------

PANTHERS BRHC LIMITED, a Florida
limited
partnership

By: Panthers BRGP Corporation
as general partner

By:
-----------------------------------
Name:
-------------------------------
Title:
----------------------------

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<PAGE> 172

BOCA RATON HOTEL AND CLUB, LTD.,
a Florida limited partnership

By: BRMC, L.P., a Delaware limited
partnership, as general partner

By: BRMC, Inc., a Delaware
corporation, as general partner

By:
------------------------------
Theodore V. Fowler, Chief
Executive Officer

BRMC, L.P., a Delaware limited
partnership

By: BRMC, INC., a Delaware
corporation, as general partner

By:
---------------------------------
Theodore V. Fowler, Chief
Executive Officer

BRMC, INC., a Delaware corporation

By:
-----------------------------------
Theodore V. Fowler, Chief Executive
Officer

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<PAGE> 173

EXHIBIT "A"

Cash, accounts receivable and other assets such as supplies or inventory,
which have a total value and adjusted tax basis for federal income tax purposes
of approximately $30 million provided, however, that if the Partnership secures
a deduction for federal income tax purposes upon the transfer of the Fee Shares
to creditors of the Partnership, the Partnership and Panthers BRGP Corporation
may select assets to be sold having a value in excess of such adjusted tax basis
equal to the amount of the deduction.
<PAGE> 174

EXHIBIT "B"

I. ADJUSTMENTS TO EXCHANGE RIGHTS INTERESTS

The number of shares of Class A Common Stock ("Class A Shares") for which
an Exchange Right is exercisable, shall be subject to adjustment from time to
time as set forth below.

1.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.If Florida Panthers
Holdings, Inc. (the "Company") shall, at any time or from time to time, (a) make
(or fix a record date for the holders of shares of its Class A or Class B common
stock, par value $.01 per share (collectively, "Common Stock") entitled to
receive) a dividend payable in, or other distribution of, additional shares of
Common Stock, (b) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or (c) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, then the number of
Class A Shares issuable upon the exercise of the Exchange Right immediately
prior to the occurrence of any such event shall be adjusted so that the Holder
of the Exchange Right upon exercise on or after that date shall be entitled to
receive the aggregate number and kind of Class A Shares which the Holder of the
Exchange Right would have owned and been entitled to receive as a result of such
event had the Exchange Right been exercised immediately prior thereto.

1.2 DIVIDENDS AND DISTRIBUTIONS OTHER THAN IN CASH.If the Company
shall, at any time or from time to time, make (or fix a record date for the
holders of shares of its Common Stock entitled to receive) a dividend or other
distribution payable in securities or assets of the Company or in the securities
of any subsidiary of the Company (other than shares of Common Stock or cash),
then lawful and adequate provision shall be made so that the Holder of the
Exchange Right shall be entitled to receive upon exercise of the Exchange Right,
in addition to the number of Class A Shares immediately theretofore issuable
upon exercised of the Exchange Right, the kind and number of securities or
assets of the Company or securities of any subsidiary of the Company, which the
Holder would have owned and been entitled to receive had the Exchange Right been
exercised immediately prior to that date.

1.3 CASH DIVIDENDS AND DISTRIBUTIONS. If the Company shall, at any time
or from time to time, (a) make (or fix a record date for the holders of shares
of its Common Stock entitled to receive) a dividend payable in, or other
distribution of cash, then (i) the number of Class A Shares issuable upon the
exercise of the Exchange Right immediately prior to the occurrence of any such
event shall be increased by: (i) the amount of the dividend the Holder of the
Exchange Right would have received if he had exercised his Exchange Right
immediately prior to the record date, divided by (ii) the average price of
Panthers Class A Common Stock for the five consecutive trading days on the
NASDAQ Stock Market immediately preceding the record date.

1.4 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any
of the following transactions (each, a "Special Transaction") shall become
effective: (i) a capital reorganization, whether by reclassification, exchange,
substitution or otherwise (other than a stock or cash dividend, subdivision,
combination or other distribution provided for elsewhere in this Section 1),
(ii) a consolidation or merger of Panthers Holdings with and into another
entity, or (iii) a sale or conveyance of all or substantially all of the
Company's assets, then as a condition of any such Special Transaction, lawful
and adequate provision shall be made so that the Holder of any Exchange Right
shall thereafter have the right to receive upon exercise of the Exchange Right,
in lieu of the Class A Shares immediately theretofore issuable upon exercise of
the Exchange Right, such shares of stock, other securities, cash or other assets
as may be issued or payable in and pursuant to the terms of such Special
Transaction to the holders of shares of Class A Common Stock for which the
Exchange Right could have been exercised immediately prior to such Special
Transaction. In connection with any Special Transaction, appropriate provision
shall be made with respect to the rights and interests of the Holder of the
Exchange Right to the end that the provisions of the Exchange Right (including
without limitation the provisions of this Section 1), shall thereafter be
applicable, as nearly as may be practicable, to any shares of stock, other
securities, cash or other assets thereafter deliverable upon the exercise of the
Exchange Right. The Company shall not effect any Special Transaction unless
prior to or simultaneously with the closing, the successor entity (if other than
the Company), if any, resulting from such consolidation or

Exhibit B-1
<PAGE> 175

merger or the entity acquiring such assets shall assume by a written instrument
executed and mailed by certified mail or delivered to the Holder of this
Exchange Right at the address of the Holder appearing on the books of the
Company, the obligation of the Company or such successor corporation to deliver
to the Holder such shares of stock, securities, cash or other assets, as in
accordance with the foregoing provisions, which the Holder shall have the right
to purchase.

II. ADJUSTMENTS TO WARRANTS.

The number of Class A Shares for which a Panthers Warrant is exercisable
and the Exercise Price shall be subject to adjustment from time to time as set
forth below.

2.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If the Company
shall, at any time or from time to time, (a) make (or fix a record date for the
holders of shares of its Common Stock") entitled to receive) a dividend payable
in, or other distribution of, additional shares of Common Stock, (b) subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then (i) the number of Class A Shares issuable
upon the exercise of the Warrant immediately prior to the occurrence of any such
event shall be adjusted so that the Holder of the Warrant upon exercise on or
after that date shall be entitled to receive the aggregate number and kind of
Class A Shares which the Holder of the Warrant would have owned and been
entitled to receive as a result of such event had the Warrant been exercised
immediately prior thereto, and (ii) the Exercise Price in effect immediately
prior to such event shall be adjusted by multiplying such Exercise Price by a
fraction, the numerator of which is the aggregate number of Class A Shares
purchasable upon exercise of the Warrant immediately prior to such event, and
the denominator of which is the aggregate number of Class A Shares purchasable
upon exercise of the Warrant immediately thereafter.

2.2 DIVIDENDS AND DISTRIBUTIONS OTHER THAN IN CASH. If the Company
shall, at any time or from time to time, make (or fix a record date for the
holders of shares of its Common Stock entitled to receive) a dividend or other
distribution payable in securities or assets of the Company or in the securities
of any subsidiary of the Company (other than shares of Common Stock or Cash),
then lawful and adequate provision shall be made so that the Holder of the
Warrant shall be entitled to receive upon exercise of the Warrant, for the
aggregate Exercise Price in effect prior thereto, in addition to the number of
Class A Shares immediately theretofore issuable upon exercise of the Warrant,
the kind and number of securities or assets of the Company or securities of any
subsidiary of the Company, which the Holder would have owned and been entitled
to receive had the Warrant been exercised immediately prior to that date.

2.3 CASH DIVIDENDS AND DISTRIBUTIONS. The Company shall, at any time or
from time to time, (a) make (or fix a record date for the holders of shares of
its Common Stock Common Stock entitled to receive) a dividend payable in, or
other distribution of cash, then (i) the number of Class A Shares issuable upon
the exercise of the Warrant, for the aggregate Exercise Price in effect prior
thereto, immediately prior to the occurrence of any such event shall be
increased by: (i) the amount of the dividend the Holder of this Warrant would
have received if he had exercised his warrant immediately prior to the record
date, divided by (ii) the average price of Panthers Class A Common Stock for the
five consecutive trading days on the NASDAQ Stock Market immediately preceding
the record date.

2.4 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If any
of the following transactions (each, a "Special Transaction") shall become
effective: (i) a capital reorganization, whether by reclassification, exchange,
substitution or otherwise (other than a stock or cash dividend, subdivision,
combination or other distribution provided for elsewhere in this Section 2),
(ii) a consolidation or merger of the Company with and into another entity, or
(iii) a sale or conveyance of all or substantially all of the Company's assets,
then as a condition of any such Special Transaction, lawful and adequate
provision shall be made so that the Holder of the Warrant shall thereafter have
the right to purchase and receive upon exercise of the Warrant, in lieu of the
Class A Shares immediately theretofore issuable upon exercise of this Warrant,
for the aggregate Exercise Price in effect immediately prior to such
consummation, such shares of stock, other securities, cash or other assets as
may be issued or payable in and pursuant to the terms of such Special
Transaction to the holders of shares of Common Stock for which the Warrant could
have been exercised

Exhibit B-2
<PAGE> 176

immediately prior to such Special Transaction. In connection with any Special
Transaction, appropriate provision shall be made with respect to the rights and
interests of the Holder of the Warrant to the end that the provisions of the
Warrant (including without limitation the provisions of this Section 2), shall
thereafter be applicable, as nearly as may be practicable, to any shares of
stock, other securities, cash or other assets thereafter deliverable upon the
exercise of the Warrant. The Company shall not effect any Special Transaction
unless prior to or simultaneously with the closing, the successor entity (if
other than the Company), if any, resulting from such consolidation or merger or
the entity acquiring such assets shall assume by a written instrument executed
and mailed by certified mail or delivered to the Holder of the Warrant at the
address of the Holder appearing on the books of the Company, the obligation of
the Company or such successor corporation to deliver to the Holder such shares
of stock, securities, cash or other assets, as in accordance with the foregoing
provisions, which the Holder shall have the right to purchase.

Exhibit B-3
<PAGE> 177

EXHIBIT "C"

The Fair Market Value of a partnership interest in Panthers BRHC Limited
shall be determined as follows:

- Assume the sale of contributed Assets and Sold Assets at Appraised
Value

- choice of appraisal provisions

- Run proceeds of sale net of liabilities through Panthers BRHC
Limited's partnership agreement

- Discount 30% for non-marketability and lack of control
<PAGE> 178

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware General Corporation Law. Section 145(a) of the Delaware General
Corporation Law (the "GCL") provides that a Delaware corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.

Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

Section 145 of GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of is or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.

Certificate of Incorporation and Bylaws. Panthers Holdings' Certificate of
Incorporation provides that a director shall not be liable to Panthers Holdings
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the GCL as the same exists or may be amended.
However, such provision does not eliminate or limit the liability of a director
for acts or omissions not in good faith or for breaching his or her duty of
loyalty, engaging in intentional misconduct or knowingly violating a law, paying
a dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty.

Panthers Holdings' Bylaws provides that Panthers Holdings shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any director or officer who was or
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of Panthers Holdings or,
while a director or officer of Panthers Holdings, is or was serving at the
written request of Panthers Holdings as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys' fees)
reasonably incurred by such director or officer.

II-1
<PAGE> 179

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) A list of the exhibits filed as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits.

(b) Financial Statement Schedule -- none

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

(3) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such

II-2
<PAGE> 180

indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(5) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(6) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

ITEM 23. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

II-3
<PAGE> 181

<TABLE>
<C> <C> <S>
10.4 -- Broward County Arena Development Agreement, dated as of June 4, 1996, by and between Arena Development
Company, Ltd. and Broward County, Florida.*
10.5 -- Employment Agreement by and between William A. Torrey and the Company.*
10.6 -- Management Agreement by and between the Company and Huizenga Holdings, Inc.*
10.7 -- Miami Arena Contract, dated as of October 10, 1986, as amended, by and between Miami Sports and
Exhibition Authority and Decoma Miami Associates, Ltd.*
10.8 -- First Amendment to Miami Arena Contract and Agreement, dated as of December 13, 1990, by and between
Miami Sports and Exhibition Authority and Decoma Miami Associates, Ltd.*
10.9 -- Arena Management Agreement, dated as of October 10, 1986, by and between Decoma Venture and Facility
Management and Marketing (predecessor to Leisure Management International).*
10.10 -- Amended and Restated 1996 Stock Option Plan.
10.11 -- Concession Agreement, dated as of April 4, 1995, as amended, by and between City of Coral Springs,
Florida and Can Am Investment Group, Inc.**
10.12 -- Assignment of Concession Agreement, dated as of January 31, 1997, by and between Coral Springs Ice, Ltd.
and Florida Panthers Holdings, Inc.**
10.13 -- Hotel Management Agreement (Pier 66), by and between 2301 SE 17th St., Ltd. and Rahn Pier Mgt., Inc.***
10.14 -- Hotel Management Agreement (Bahia Mar), by and between 2301 Rahn Bahia Mar, Ltd. and Rahn Bahia Mar
Mgmt., Inc.***
21.1 -- Subsidiaries of the Company.******
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4 -- Consent of Ernst & Young LLP.
23.5 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in its opinion previously filed as Exhibit 5.1).
24.1 -- Powers of Attorney (previously filed).
</TABLE>

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

* Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-12191
** Incorporated by reference to the Company's Current Report on Form 8-K
filed on February 18, 1997 -- SEC File No. 0-21435
*** Incorporated by reference to the Company's Definitive Consent
Solicitation Statement filed on March 4, 1997 -- SEC File No. 0-21435
**** Incorporated by reference to the Company's Registration Statement on Form
S-4 -- SEC File 333-28951
***** Incorporated by reference to the Company's Registration Statement on Form
S-1 -- SEC File No. 333-30925

****** Incorporated by reference to the Company's Annual Report on Form 10-K for

the fiscal year ended June 30, 1997 -- SEC File No. 1-13173

II-4
<PAGE> 182

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 17th day of
November, 1997.

Florida Panthers Holdings, Inc.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Senior Vice President and
Chief Financial Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chairman of the Board November 17, 1997
- ----------------------------------------------------- (Principal Executive
H. Wayne Huizenga Officer)

* Vice Chairman November 17, 1997
- -----------------------------------------------------
Richard C. Rochon

* President and Director November 17, 1997
- -----------------------------------------------------
Richard H. Evans

* Senior Vice President and November 17, 1997
- ----------------------------------------------------- Chief Financial Officer
William M. Pierce (Principal Financial
Officer)

* Vice President and Corporate November 17, 1997
- ----------------------------------------------------- Controller (Principal
Steven M. Dauria Accounting Officer)

* Director November 17, 1997
- -----------------------------------------------------
Steven R. Berrard

/s/ DENNIS J. CALLAGHAN Director November 17, 1997
- -----------------------------------------------------
Dennis J. Callaghan

* Director November 17, 1997
- -----------------------------------------------------
Michael S. Egan

/s/ CHRIS EVERT Director November 17, 1997
- -----------------------------------------------------
Chris Evert
</TABLE>

II-5
<PAGE> 183

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

Director November 17, 1997
*
- -----------------------------------------------------
Harris W. Hudson

* Director November 17, 1997
- -----------------------------------------------------
George D. Johnson, Jr.

/s/ HENRY LATIMER Director November 17, 1997
- -----------------------------------------------------
Henry Latimer

By: /s/ WILLIAM M. PIERCE
-------------------------------------------------
William M. Pierce
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 184

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
2.1 -- Exchange Agreement dated October 25, 1996 by and between the
Company and H. Wayne Huizenga.*
2.2 -- Purchase Agreement dated October 25, 1996 by and between
Decoma Investment, Inc. II and Decoma Investment, Inc. III.*
2.3 -- Partnership Exchange Agreement dated October 25, 1996 by and
between Florida Panthers Hockey Club, Ltd. and H. Wayne
Huizenga.*
2.4 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Iceland
(Coral Springs) Corp., Iceland Holdings, Inc. and Brian
Brisbin.**
2.5 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc., Brisbin Brook
Beynon, Architects and Brian Brisbin.**
2.6 -- Asset Purchase Agreement, dated as of January 18, 1997, by
and among Florida Panthers Ice Ventures, Inc. and Brian
Brisbin.**
2.7 -- Exchange Agreement (Hyatt Regency Pier 66), dated as of
December 22, 1996.***
2.8 -- Exchange Agreement (Radisson Bahia Mar), dated as of
December 22, 1996.***
2.9 -- Amended and Restated Contribution and Exchange Agreement,
dated as of March 20, 1997, by and among Florida Panthers
Holdings, Inc., Panthers BRHC Limited, Boca Raton Hotel and
Club Limited Partnership, BRMC, L.P. and BRMC
Corporation.****
2.10 -- Merger Agreement, dated July 8, 1997, by and among the
Company, FPH/RHI Merger Corp., Inc., ResortHill, Inc. and
Gary V. Chensoff.*****
2.11 -- Agreement and Plan of Merger dated as of November 17, 1997,
by and among the Company and Florida Panthers Holdings,
Inc., a Delaware corporation.
3.1 -- Certificate of Incorporation of the Company.
3.2 -- By-Laws of the Company.
4.1 -- Amended and Restated Loan Agreement, dated June 25, 1997,
among Panthers BRHC Limited, the banks listed on the
signature page thereto and the Bank of Nova Scotia.*****
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A., Counsel to
the Company. (previously filed)
10.1 -- Broward County Arena License Agreement, dated as of June 4,
1996, by and between Florida Panthers Hockey Club, Ltd.,
Arena Operating Company, Ltd., and Broward County, Florida.*
10.2 -- Broward County Arena Operating Agreement, dated as of June
4, 1996, by and between Arena Operating Company, Ltd. and
Broward County, Florida.*
10.3 -- Amendment and Clarification to Operating Agreement and
License Agreement, dated as of June 4, 1996, by and between
Florida Panthers Hockey Club, Ltd., Arena Operating Company,
Ltd. and Broward County, Florida.*
10.4 -- Broward County Arena Development Agreement, dated as of June
4, 1996, by and between Arena Development Company, Ltd. and
Broward County, Florida.*
10.5 -- Employment Agreement by and between William A. Torrey and
the Company.*
10.6 -- Management Agreement by and between the Company and Huizenga
Holdings, Inc.*
10.7 -- Miami Arena Contract, dated as of October 10, 1986, as
amended, by and between Miami Sports and Exhibition
Authority and Decoma Miami Associates, Ltd.*
10.8 -- First Amendment to Miami Arena Contract and Agreement, dated
as of December 13, 1990, by and between Miami Sports and
Exhibition Authority and Decoma Miami Associates, Ltd.*
10.9 -- Arena Management Agreement, dated as of October 10, 1986, by
and between Decoma Venture and Facility Management and
Marketing (predecessor to Leisure Management
International).*
10.10 -- Amended and Restated 1996 Stock Option Plan.
10.11 -- Concession Agreement, dated as of April 4, 1995, as amended,
by and between City of Coral Springs, Florida and Can Am
Investment Group, Inc.**
10.12 -- Assignment of Concession Agreement, dated as of January 31,
1997, by and between Coral Springs Ice, Ltd. and Florida
Panthers Holdings, Inc.**
10.13 -- Hotel Management Agreement (Pier 66), by and between 2301 SE
17th St., Ltd. and Rahn Pier Mgt., Inc.***
</TABLE>

II-7
<PAGE> 185

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.14 -- Hotel Management Agreement (Bahia Mar), by and between 2301
Rahn Bahia Mar, Ltd. and Rahn Bahia Mar Mgmt., Inc.***
21.1 -- Subsidiaries of the Company.******
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4 -- Consent of Ernst & Young LLP.
23.5 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
its opinion previously filed as Exhibit 5.1).
24.1 -- Powers of Attorney (previously filed).
</TABLE>

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

****** Incorporated by reference to the Company's Annual Report on Form 10-K for

the fiscal year ended June 30, 1997 -- SEC File No. 1-13173

II-8

<PAGE> 1

EXHIBIT 2.11

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 17, 1997 (this
"Agreement"), is entered into between FLORIDA PANTHERS HOLDINGS, INC., a Florida
corporation ("FLORIDA"), and FLORIDA PANTHERS HOLDINGS, INC., a Delaware
corporation ("DELAWARE").

RECITALS

A. FLORIDA has an aggregate authorized capital of 110,000,000 shares of
capital stock, consisting of (i) 100,000,000 shares of Class A common stock,
$.01 par value (the "Florida Class A Common Stock"), and (ii) 10,000,000 shares
of Class B common stock, par value $.01 per share (the "Florida Class B Common
Stock").

B. DELAWARE has an aggregate authorized capital of 115,000,000 shares of
capital stock, consisting of (i) 100,000,000 shares of Class A common stock,
$.01 par value (the "Delaware Class A Common Stock"), (ii) 10,000,000 shares of
Class B common stock, par value $.01 per share (the "Delaware Class B Common
Stock"), and (iii) 5,000,000 shares of preferred stock, par value $.01 per share
(the "Delaware Preferred Stock").

C. The respective Boards of Directors of FLORIDA and DELAWARE believe that
it is in the best interests of FLORIDA and DELAWARE and their respective
stockholders to merge FLORIDA with and into DELAWARE under and pursuant to the
provisions of this Agreement, the Florida General Business Act (the "Florida
Act") and the Delaware General Corporation Law (the "Delaware Act").

AGREEMENT

In consideration of the Recitals and of the mutual agreements contained in
this Agreement, the parties hereto agree as set forth below.

1. Merger. FLORIDA shall be merged with and into DELAWARE (the "Merger").

2. Effective Date. The Merger shall become effective immediately upon the
later of (a) the filing of this Agreement or articles of merger with the
Secretary of State of Florida in accordance with the Florida Act and the filing
of a certificate of merger with the Secretary of State of Delaware in accordance
with the Delaware Act or (b) such later time as may be set forth in such
articles and certificate. The time of such effectiveness is hereinafter called
the "Effective Date."

3. Surviving Corporation. DELAWARE shall be the surviving corporation of
the Merger and shall continue to be governed by the laws of the State of
Delaware. On the Effective Date, the separate corporate existence of FLORIDA
shall cease.

4. Certificate of Incorporation. The Certificate of Incorporation of
DELAWARE as it exists on the Effective Date shall be the Certificate of
Incorporation of DELAWARE following the Effective Date, unless and until the
same shall thereafter be amended or repealed in accordance with the laws of the
State of Delaware.

5. Bylaws. The Bylaws of DELAWARE as they exist on the Effective Date
shall be the Bylaws of DELAWARE following the Effective Date, unless and until
the same shall be amended or repealed in accordance with the provisions thereof
and the laws of the State of Delaware.

6. Board of Directors and Officers. The members of the Board of Directors
and the officers of FLORIDA immediately prior to the Effective Date shall be the
members of the Board of Directors and the officers of DELAWARE following the
Effective Date, and such persons shall serve in such offices for the terms
provided by law or in the Bylaws of DELAWARE, or until their respective
successors are elected and qualified.

7. Conversion of Outstanding Delaware Stock. Upon the Effective Date, each
issued and outstanding share of Florida Class A Common Stock and Florida Class B
Common Stock and all rights in respect thereof shall be converted into one
fully-paid and nonassessable share of Delaware Class A Common Stock and

1
<PAGE> 2

Delaware Class B Common Stock, as the case may be, and each certificate
representing shares of Florida Class A Common Stock and Florida Class B Common
Stock shall for all purposes be deemed to evidence the ownership of the same
number of shares of Delaware Class A Common Stock and Delaware Class B Common
Stock as are set forth in such certificate. After the Effective Date, each
holder of an outstanding certificate representing shares of Florida Class A
Common Stock or Florida Class B Common Stock may, at such stockholder's option,
surrender the same to DELAWARE's registrar and transfer agent for cancellation,
and each such holder shall be entitled to receive in exchange therefor a
certificate(s) evidencing the ownership of the same number of shares of Delaware
Class A Common Stock or Delaware Class B Common Stock as are represented by the
FLORIDA certificate(s) surrendered to DELAWARE's registrar and transfer agent.

8. Conditions to Consummation of the Merger. Consummation of the Merger is
subject to the satisfaction prior to the Effective Date of the following
conditions: (a) this Agreement and the Merger shall have been adopted and
approved by the affirmative vote of the holders of a majority of the votes
represented by the shares of Florida Class A Common Stock and Florida Class B
Common Stock (voting together) outstanding on the record date fixed for
determining the stockholders of FLORIDA entitled to vote thereon; (b) FLORIDA
and DELAWARE shall have received all consents, orders and approvals and
satisfaction of all other requirements prescribed by law that are necessary for
the consummation of the Merger; and (c) the New York Stock Exchange shall have
authorized the listing, upon official notice of issuance, of the shares of
Delaware Class A Common Stock to be issued or delivered in connection with the
Merger and such authorization shall be in full force and effect on such date.

9. Stock Options, Warrants and Convertible Debt. Upon the Effective Date,
each stock option, stock warrant, convertible debt instrument and other right to
subscribe for or purchase shares of Florida Class A Common Stock or Florida
Class B Common Stock shall be converted into a stock option, stock warrant,
convertible debt instrument or other right to subscribe for or purchase the same
number of shares of Delaware Class A Common Stock or Delaware Class B Common
Stock, as the case may be, and each certificate, agreement, note or other
document representing such stock option, stock warrant, convertible debt
instrument or other right to subscribe for or purchase shares of Florida Class A
Common Stock or Florida Class B Common Stock shall for all purposes be deemed to
evidence the ownership of a stock option, stock warrant, convertible debt
instrument or other right to subscribe for or purchase shares of Delaware Class
A Common Stock or Delaware Class B Common Stock.

10. Rights and Liabilities of Florida. At and after the Effective Date,
and all in the manner of and as more fully set forth in Section 259 of the
Delaware Act and Section 607.1106 of the Florida Act, the title to all real
estate and other property, or any interest therein, owned by each of FLORIDA and
DELAWARE shall be vested in DELAWARE without reversion or impairment; DELAWARE
shall succeed to and possess, without further act or deed, all estates, rights,
privileges, powers and franchises, both public and private, and all of the
property, real, personal and mixed, of each of FLORIDA and DELAWARE without
reversion or impairment; DELAWARE shall thenceforth be responsible and liable
for all the liabilities and obligations of each of FLORIDA and DELAWARE; any
claim existing or action or proceeding pending by or against FLORIDA or DELAWARE
may be continued as if the Merger did not occur or DELAWARE may be substituted
for FLORIDA in the proceeding; neither the rights of creditors nor any liens
upon the property of FLORIDA or DELAWARE shall be impaired by the Merger; and
DELAWARE shall indemnify and hold harmless the officers and directors of each of
the parties hereto against all such debts, liabilities and duties and against
all claims and demands arising out of the Merger.

11. Termination. This Agreement may be terminated and abandoned by action
of the respective Board of Directors of FLORIDA and DELAWARE at any time prior
to the Effective Date, whether before or after approval by the stockholders of
either or both of the parties hereto.

12. Amendment. The Boards of Directors of the parties hereto may amend
this Agreement at any time prior to the Effective Date; provided, that an
amendment made subsequent to the approval of this Agreement by the stockholders
of either of the parties hereto shall not: (a) change the amount or kind of
shares, securities, cash, property or rights to be received in exchange for or
on conversion of all or any of the shares of the parties hereto, (b) change any
term of the Certificate of Incorporation of DELAWARE or (c) change any

2
<PAGE> 3

other terms or conditions of this Agreement if such change would adversely
affect the holders of any capital stock of either party hereto.

13. Inspection of Agreement. Executed copies of this Agreement will be on
file at the principal place of business of DELAWARE at 450 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301. A copy of this Agreement shall be
furnished by DELAWARE, on request and without cost, to any stockholder of either
FLORIDA or DELAWARE.

14. Governing Law. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Delaware.

15. Service of Process. On and after the Effective Date, DELAWARE agrees
that it may be served with process in Florida in any proceeding for enforcement
of any obligation of DELAWARE or FLORIDA arising from the Merger.

16. Remedies. Any right and remedy belonging to DELAWARE or FLORIDA and
arising in connection with the actions contemplated by this Agreement shall be
pursued solely against DELAWARE or FLORIDA, and not against their respective
officers, directors or employees. In the event that any officer, director or
employee of DELAWARE or FLORIDA becomes involved in any capacity in any action,
proceeding or investigation in connection with the Merger, DELAWARE and/or
FLORIDA shall advance to such person(s) all reasonable legal and other expenses
incurred in connection therewith and shall also indemnify such person(s) against
any losses, claims, damages or liabilities to which such person(s) may become
subject in connection with this Agreement, except to the extent that such
indemnification is prohibited by law.

* * * * *

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
and Plan of Merger to be executed on its behalf by its officers duly authorized,
all as of the date first above written.

FLORIDA PANTHERS HOLDINGS, INC.

a Florida corporation

By:/s/ Richard L. Handley

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

Richard L. Handley

Senior Vice President, General
Counsel and Secretary

FLORIDA PANTHERS HOLDINGS, INC.

a Delaware corporation

By: /s/ Mark J. Gentile

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

Mark J. Gentile

Sole Director

<PAGE> 1

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

OF
FLORIDA PANTHERS HOLDINGS, INC.

I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:

FIRST. The name of the corporation is Florida Panthers Holdings, Inc.

SECOND. The address of the corporation's registered office in the State of
Delaware is One Rodney Square, 10th Floor, Tenth and King Streets, in the City
of Wilmington, County of New Castle, 19801. The name of its registered agent at
such address is RL&F Service Corp.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH. (A) The total number of shares of stock that the corporation is
authorized to issue is One Hundred Fifteen Million (115,000,000), consisting of
One Hundred Ten Million (110,000,000) shares of common stock, par value $.01 per
share (the "Common Stock"), and Five Million (5,000,000) shares of preferred
stock, par value $.01 per share (the "Preferred Stock").

(B) The shares of Common Stock shall be divided into two classes, comprised
of One Hundred Million (100,000,000) shares of Class A Common Stock (the "Class
A Common Stock") and Ten Million (10,000,000) shares of Class B Common Stock
(the "Class B Common Stock").

The powers, preferences and rights of the Class A Common Stock and Class B
Common Stock, and the qualifications, limitations and restrictions thereof,
shall be identical in all respects except as otherwise required by applicable
law and except as follows:

(1) Each share of Class A Common Stock shall be entitled to One (1) vote on
each matter submitted to a vote of the stockholders of the corporation, while
each share of Class B Common Stock shall be entitled to Ten Thousand (10,000)
votes on each matter submitted to a vote of the stockholders of the corporation.

(2) Shares of Class A Common Stock may be issued by the corporation to
holders of Class B Common Stock pursuant to a stock dividend, in connection with
a stock split or reclassification or otherwise as determined by the Board of
Directors of the corporation, while shares of Class B Common Stock may not be
issued by the corporation to holders of Class A Common Stock in connection with
any such stock dividend, stock split or reclassification or otherwise. Subject
to the immediately preceding sentence, if, as and when dividends on the Class A
Common Stock and Class B Common Stock are declared payable from time to time by
the Board of Directors, whether payable in cash, in property or in shares of
stock of the corporation, the holders of Class A Common Stock and the holders of
Class B Common Stock shall be entitled to share equally, on a per share basis,
in such dividends; provided, however, that, if dividends are declared that are
payable in shares of Class A Common Stock, or in shares of Class B Common Stock,
dividends shall be declared that are payable at the same rate on both classes of
stock and the dividends payable in shares of Class A Common Stock shall be
payable only to holders of Class A Common Stock and dividends payable in shares
of Class B Common Stock shall be payable only to holders of Class B Common Stock
(subject to the right of the corporation, as set forth in the first sentence of
this Section (B)(2) of this Article FOURTH, to issue shares of Class A Common
Stock to holders of Class B Common Stock). If the corporation shall in any
manner split, subdivide, combine or reclassify the outstanding shares of Class A
Common Stock or Class B Common Stock, the outstanding shares of the other such
class of stock shall, subject to the two immediately preceding sentences of this
Section (B)(2) of this Article FOURTH, be proportionally split, subdivided,
combined or reclassified in the same manner and on the same basis as the
outstanding shares of Class A Common Stock or Class B Common Stock, as the case
may be, have been split, subdivided, combined or reclassified.

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(3) Each share of Class B Common Stock shall at all times be directly
convertible, at the option of the holder thereof, into one share of Class A
Common Stock without further consideration, while shares of Class A Common Stock
shall not, in any case, be convertible into shares of Class B Common Stock.

(C) (1) In order to exercise the conversion privilege set forth in this
Certificate of Incorporation, the holder of any shares of Class B Common Stock
to be converted shall present and surrender the certificate or certificates
representing such shares of Class B Common Stock during usual business hours at
any office or agency of the corporation maintained for the transfer of Class B
Common Stock and shall deliver a written notice of the election by the holder of
such Class B Common Stock to convert the shares represented by such certificate
or any other portion thereof specified in such notice into shares of Class A
Common Stock. Such notice shall also state the name or names (with address) in
which the certificate or certificates representing shares of Class A Common
Stock shall be issued on such conversion. If so required by the corporation, any
certificate representing shares of Class B Common Stock surrendered for
conversion shall be accompanied by instruments of transfer, in form satisfactory
to the corporation, duly executed by the holder of such shares or its duly
authorized representative. Each conversion of shares of Class B Common Stock
shall be deemed to have been effected at the close of business on the date (the
"conversion date") on which the certificate or certificates representing such
shares of Class B Common Stock shall have been surrendered to the corporation
and such notice and any required instruments of transfer shall have been
received as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Class A Common Stock shall be issuable
on such conversion shall be, for the purpose of receiving dividends and for all
other corporate purposes whatsoever, deemed to have become the holder or holders
of record of the shares of Class A Common Stock represented thereby on the
conversion date.

(2) As promptly as practicable after the presentation and surrender for
conversion, as herein provided, of any certificate representing shares of Class
B Common Stock, the corporation shall issue and deliver at such office or
agency, to or upon the written order of the holder thereof, certificates for the
number of shares of Class A Common Stock issuable upon such conversion. In case
any certificate representing shares of Class B Common Stock shall be surrendered
for conversion of only a part of the shares represented thereby, the corporation
shall deliver at such office or agency, to or upon the written order of the
holder thereof, a certificate or certificates representing the number of shares
of Class B Common Stock represented by such surrendered certificate which are
not being converted. The issuance of certificates representing shares of Class A
Common Stock issued upon the conversion of shares of Class B Common Stock by the
registered holder thereof pursuant to the provisions of this Certificate of
Incorporation shall be made without charge to the converting holder for any tax
imposed on the corporation in respect of the issue thereof. The corporation
shall not, however, be required to pay any tax which may be payable with respect
to any transfer involved in the issue and delivery of any certificate in a name
other than that of the registered holder of the shares of Class B Common Stock
being converted, and the corporation shall not be required to issue or deliver
any such certificate unless and until the person requesting the issue thereof
shall have paid to the corporation the amount of such tax or has established to
the satisfaction of the corporation that such tax has been paid or is not
payable.

(3) Upon any conversion of shares of Class B Common Stock into shares of
Class A Common Stock pursuant hereto, no adjustment with respect to dividends
shall be made; only those dividends shall be payable on the shares of Class B
Common Stock so converted as may be declared and may be payable to holders of
record of shares of Class B Common Stock on a date prior to the conversion date
with respect to the shares so converted; and only those dividends shall be
payable on shares of Class A Common Stock issued upon such conversion as may be
declared and may be payable to holders of record of shares of Class A Common
Stock on or after such conversion date.

(4) In case of any merger or consolidation of the corporation with any
other entity as a result of which the holders of Class A Common Stock shall be
entitled to receive cash, stock, other securities or other property with respect
to, upon conversion of or in exchange for shares of Class A Common Stock, or in
case of any sale or transfer of all or substantially all of the assets of the
corporation, a holder of a share of Class B Common Stock shall have the right
thereafter, so long as the conversion right hereunder shall exist, to convert
such share of Class B Common Stock into the kind and amount of cash, shares of
stock and other securities

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<PAGE> 3

and properties receivable in connection with such consolidation, merger, sale or
transfer by a holder of one share of Class A Common Stock, and shall have no
other conversion rights with regard to such share of Class B Common Stock. The
provisions of this paragraph (4) shall similarly apply to successive
consolidations, mergers, sales or transfers.

(5) Shares of the Class B Common Stock converted into shares of Class A
Common Stock as provided in this Certificate of Incorporation shall resume the
status of authorized but unissued shares of Class B Common Stock.

(6) Such number of shares of Class A Common Stock as may from time to time
be required for such purpose shall be reserved for issuance upon conversion of
outstanding shares of Class B Common Stock.

(D) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in one or more series, to establish from time to
time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations and restrictions thereof. The authority of
the Board of Directors with respect to each series shall include, but not be
limited to, determination of the following:

(1) The designation of the series, which may be by distinguishing
number, letter or title.

(2) The number of shares of the series.

(3) The amounts payable on, and the preferences, if any, of shares of
the series in respect of dividends, and whether such dividends, if any,
shall be cumulative or noncumulative.

(4) Dates at which dividends, if any, shall be payable.

(5) The redemption rights and price or prices, if any, for shares of
the series.

(6) The terms and amount of any sinking fund provided for the purchase
or redemption of shares of the series.

(7) The amounts payable on, and the preferences, if any, of shares of
the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation.

(8) Whether the shares of the series shall be convertible into or
exchangeable for shares of any other class or series, or any other
security, of the corporation or any other corporation, and, if so, the
specification of such other class or series or such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates at which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion
or exchange may be made.

(9) Restrictions on the issuance of shares of the same series or of
any other class or series.

(10) The voting rights, if any, of the holders of shares of the
series.

FIFTH. The incorporator of the corporation is Mark J. Gentile, whose
mailing address is One Rodney Square, P.O. Box 551, Wilmington, Delaware 19801.

SIXTH. Unless and except to the extent that the bylaws of the corporation
shall so require, the election of directors of the corporation need not be by
written ballot.

SEVENTH. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the bylaws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any bylaw whether adopted by them or otherwise.

EIGHTH. A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall

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not adversely affect any right or protection of a director of the corporation
hereunder in respect of any act or omission occurring prior to the time of such
amendment, modification or repeal.

NINTH. The corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.

TENTH. The powers of the incorporator are to terminate upon the filing of
this Certificate of Incorporation with the Secretary of State of the State of
Delaware. The name and mailing address of the person who is to serve as the sole
initial director of the corporation until the first annual meeting of
stockholders of the corporation, or until his successor is duly elected and
qualified, is:

Mark J. Gentile

One Rodney Square, P.O. Box 551,

Wilmington, Delaware 19801

ELEVENTH. The corporation shall not be governed by Section 203 of the
General Corporation Law of the State of Delaware.

TWELFTH. (A) So long as the corporation owns, directly or indirectly, a
member club in the National Hockey League, no Person may beneficially own 5% or
more of the outstanding shares of Class A Common Stock without National Hockey
League approval. In the event a person acquires Beneficial Ownership of 5% or
more of the outstanding shares of Class A Common Stock without National Hockey
League approval, each share of Class A Common Stock beneficially owned by such
Person shall be subject to redemption by the corporation at the lower of its
original cost or its then Fair Market Value (such lower amount, the "Redemption
Price").

(B) (1) The corporation will provide notice of any redemption of shares of
Class A Common Stock to holders of record of the Class A Common Stock to be
redeemed not less than 10 nor more than 60 days prior to the date fixed for such
redemption. Such notice shall be provided by first-class mail postage prepaid,
to each holder of record of the Class A Common Stock to be redeemed, at such
holder's address as it appears on the stock register of the corporation. Each
such mailed notice shall state, as appropriate, the following:

(a) the redemption date;

(b) the number of shares of Class A Common Stock to be redeemed and,
if less than all the shares held by any holder are to be redeemed, the
number of such shares to be redeemed from such holder;

(d) the place or places where certificates representing such shares
are to be surrendered for receipt of the Redemption Price; and

(e) the name and location of any bank or trust company with which the
corporation will deposit redemption funds pursuant to subsection (3) below.

(2) Upon surrender in accordance with the aforesaid notice of the
certificate representing any shares so redeemed (duly endorsed or accompanied by
appropriate instruments of transfer), the holders of record for such shares
shall be entitled to receive the Redemption Price, without interest. In case
fewer than all the shares represented by any such certificate are redeemed, a
new certificate representing the unredeemed shares shall be issued without cost
to the holder thereof.

(3) On the date of any redemption being made pursuant to this Article
TWELFTH, the corporation shall, and at any time after notice of such redemption
shall have been mailed and before the date of redemption the corporation may,
deposit for the benefit of the holders of shares of Class A Common Stock to be
redeemed the funds necessary for such redemption with a bank or trust company in
the City of New York

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<PAGE> 5

or in the City of Miami, in either case having a capital and surplus of at least
$100,000,000, with instructions to such bank or trust company to pay the full
redemption amounts as provided herein to the holders of shares of Class A Common
Stock upon surrender of certificates for such shares; provided, however, that
the making of such deposit shall not release the corporation from any of its
obligations hereunder. Any money so deposited by the corporation and unclaimed
at the end of six months from the date designated for such redemption shall
revert to the general funds of the corporation and, upon demand, such bank or
trust company shall pay over to the corporation such unclaimed amounts and
thereupon such bank or trust company shall be relieved of all responsibility in
respect thereof and any holder of shares of Class A Common Stock so redeemed
shall look only to the corporation for the payment of the full redemption
amounts, as provided herein. Notwithstanding the foregoing, to the extent that
the corporation is required under the abandoned property laws of any
jurisdiction to escheat any such redemption amounts, the corporation shall be
absolved of any further obligation or liability to the full extent provided by
any such laws. Any interest accrued on funds deposited pursuant to this
subsection (3) shall be paid from time to time to the corporation for its own
account.

(4) Notice of redemption having been given as aforesaid, upon the deposit
pursuant to subsection (3) of the full redemption amounts as provided herein in
respect of all shares of Class A Common Stock then to be redeemed,
notwithstanding that any certificates representing such shares shall not have
been surrendered in accordance with subsection (2), from and after the date of
redemption designated in the notice of redemption (a) the shares of Class A
Common Stock represented thereby shall no longer be deemed outstanding, and (b)
all rights of the holders of such shares of Class A Common Stock shall cease and
terminate, excepting only the right to receive the full redemption amounts as
provided herein without interest. If the funds deposited are not sufficient for
redemption for the shares of the Class A Common Stock that were to be redeemed,
then the certificates evidencing such shares shall be deemed not to be
surrendered, such shares shall remain outstanding and the right of holders of
shares of Class A Common Stock shall continue to be only those of a holder of
shares of the Class A Common Stock.

(C) The Board of Directors of the corporation shall have the power and duty
to determine for the purposes of this Article TWELFTH, on the basis of
information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article TWELFTH, including, without limitation
(1) the number of shares of Class A Common Stock beneficially owned by any
Person and (2) the Fair Market Value and cost of any shares of Class A Common
Stock.

(D) For purposes of this Article TWELFTH, the following terms shall have
the meanings set forth herein:

(1) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934 (the "Exchange Act"), as in
effect on the date hereof.

(2) A Person shall be deemed the "Beneficial Owner" of, shall be
deemed to have "Beneficial Ownership" of and shall be deemed to
"beneficially own" any securities:

(a) which such Person or any of such Person's Affiliates or
Associates is deemed to beneficially own, directly or indirectly, within
the meaning of Rule 13d-3 of the General Rules and Regulations under the
Exchange Act as in effect on the date hereof;

(b) which such Person or any of such Person's Affiliates or
Associates has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group members with
respect to a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights, warrants or
options, or otherwise, provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, securities
tendered pursuant to a tender or exchange offer made by or on behalf of
such Person or any of such Person's Affiliates or Associates until such
tendered securities are accepted for purchase; or (ii) the right to vote
pursuant to any agreement, arrangement or understanding, provided,
however, that a Person shall not be deemed the Beneficial Owner of, or
to beneficially own, any

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security by reason of such agreement, arrangement or understanding if
the agreement, arrangement or understanding to vote such security arises
solely from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made pursuant to, and
in accordance with, the applicable rules and regulations promulgated
under the Exchange Act and is not also then reportable on Schedule 13D
under the Exchange Act (or any comparable or successor report); or

(c) which are beneficially owned, directly or indirectly, by any
other Person and with respect to which such Person or any of such
Person's Affiliates or Associates has any agreement, arrangement or
understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring, holding,
voting (except to the extent contemplated by the proviso to Section
(D)(2)(b)(ii) of this Article TWELFTH) or disposing of such securities
of the corporation.

(3) "Fair Market Value" shall, in the case of Class A Common Stock,
mean (i) the lowest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the Composite
Tape for New York Stock Exchange listed stocks, or, if such stock is not
quoted on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such exchange, on the principal United States
securities exchange registered under the Exchange Act on which such stock
is listed, or, if such stock is not listed on any such exchange, the lowest
closing sale price during the 30-day period immediately preceding the date
in question of a share of such stock on The NASDAQ Stock Market operated by
The NASDAQ Stock Market, Inc. or any system then in use in its stead, or if
no such quotations are available, the fair market value on the date in
question of a share of such stock as determined by the Board of Directors
of the corporation, or (ii) such other value as may be determined by the
Board of Directors in its sole discretion.

(4) "Person" shall mean any individual, firm, corporation,
partnership, limited liability company, trust or other entity, and shall
include any successor (by merger or otherwise) to such entity.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed on this the 14th day of
November, 1997.

/s/ Mark J. Gentile

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

Mark J. Gentile

Incorporator

<PAGE> 1
Exhibit 3.2

BY-LAWS

FLORIDA PANTHERS HOLDINGS, INC.,

A DELAWARE CORPORATION

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I.

MEETINGS OF STOCKHOLDERS............................................................1
Section 1. Annual Meeting..........................................................1
Section 2. Special Meetings........................................................1
Section 3. Place...................................................................1
Section 4. Notice..................................................................1
Section 5. Notice of Adjourned Meetings............................................2
Section 6. Fixing Record Date......................................................2
Section 7. Voting Record...........................................................3
Section 8. Stockholder Quorum and Voting...........................................4
Section 9. Voting of Shares........................................................4
Section 10. Proxies................................................................5
Section 11. Voting Trusts..........................................................6
Section 12. Stockholders' Agreements...............................................6
Section 13. Action by Stockholders Without a Meeting...............................6
Section 14. Inspectors of Election.................................................7
Section 15. Conduct of Meetings....................................................8

ARTICLE II.

DIRECTORS...........................................................................9
Section 1. Function................................................................9
Section 2. Qualification...........................................................9
Section 3. Compensation............................................................9
Section 4. Reliance by Directors...................................................9
Section 5. Number..................................................................9
Section 6. Election and Term......................................................10
Section 7. Vacancies..............................................................10
Section 8. Removal of Directors...................................................10
Section 9. Quorum and Voting......................................................10
Section 10. Director Conflicts of Interest........................................11
Section 11. Executive and Other Committees........................................11
Section 12. Place of Meetings.....................................................12
Section 13. Time, Notice and Call of Meetings.....................................12
Section 14. Action Without a Meeting..............................................13

ARTICLE III.

OFFICERS...........................................................................14
Section 1. Officers...............................................................14
Section 2. Duties.................................................................14

</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
Section 3. Removal of Officers....................................................15

ARTICLE IV.

INDEMNIFICATION....................................................................16
Section 1. Right to Indemnification...............................................16
Section 2. Prepayment of Expenses.................................................17
Section 3. Claims.................................................................17
Section 4. Nonexclusivity of Rights...............................................17
Section 5. Other Sources..........................................................17
Section 6. Amendment or Repeal....................................................18
Section 7. Other Indemnification and Prepayment of Expenses.......................18

ARTICLE V.

STOCK CERTIFICATES.................................................................18
Section 1. Issuance...............................................................18
Section 2. Form...................................................................18
Section 3. Transfer of Stock......................................................19
Section 4. Lost, Stolen or Destroyed Certificates.................................20

ARTICLE VI.

BOOKS AND RECORDS..................................................................20

ARTICLE VII.

DIVIDENDS..........................................................................20

ARTICLE VIII.

CORPORATE SEAL.....................................................................21

ARTICLE IX.

AMENDMENT..........................................................................21

</TABLE>

<PAGE> 4

BY-LAWS

FLORIDA PANTHERS HOLDINGS, INC.,
A DELAWARE CORPORATION

ARTICLE I.

MEETINGS OF STOCKHOLDERS
------------------------

SECTION 1. ANNUAL MEETING.

The annual meeting of the stockholders of this corporation shall be
held at the time and place designated by the Board of Directors. Business
transacted at the annual meeting shall include the election of directors of the
corporation.

SECTION 2. SPECIAL MEETINGS.

Special meetings of the stockholders shall be held when directed by the
President or the Board of Directors, or when requested in writing by the holders
of not less than ten percent in voting power of all the shares entitled to vote
at the meeting.

SECTION 3. PLACE.

Meeting of stockholders may be held within or without the State of
Delaware.

SECTION 4. NOTICE.

Written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty days before the
meeting, either personally or by United States mail, by or at the direction of
the President, the Secretary, or the officer or persons calling the meeting to
each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be

<PAGE> 5

delivered when deposited in the United States mail addressed to the stockholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.

SECTION 5. NOTICE OF ADJOURNED MEETINGS.

When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
If, however, the adjournment is for more than 30 days or if after the
adjournment the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given as provided in this
section to each stockholder of record entitled to vote at such meeting.

SECTION 6. FIXING RECORD DATE.

In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty (60) nor less than ten (10) days before the date of such meeting; (2) in
the case of determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more than ten (10)
days from the date upon which the resolution fixing the record date is adopted
by the Board of Directors; and (3) in the

<PAGE> 6

case of any other action, shall not be more than sixty (60) days prior to such
other action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

SECTION 7. VOTING RECORD.

The officer(s) or agent(s) having charge of the stock transfer books
for shares of the corporation shall make, at least ten (10) days prior to each
meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting or any adjournment thereof, in alphabetical order, with the address
of and the number and class and series, if any, of shares held by each. The list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the

<PAGE> 7

meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept open at the time and place of the
meeting during the whole time thereof and shall be subject to the inspection of
any stockholder at any time during the meeting.

SECTION 8. STOCKHOLDER QUORUM AND VOTING.

A majority in voting power of the outstanding shares entitled to vote
thereat, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. When a specified item of business is required to be
voted on by a class or series of stock, a majority in voting power of the
outstanding shares of such class or series shall constitute a quorum for the
transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority in voting
power of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders unless otherwise provided by
law, the Certificate of Incorporation, these By-Laws or the rules or regulations
of any stock exchange applicable to the corporation or pursuant to any
regulation applicable to the corporation. Notwithstanding the immediately
preceding sentence, at all meetings of stockholders for the election of
directors a plurality of the votes cast shall be sufficient to elect. After a
quorum has been established at a stockholders' meeting, the subsequent
withdrawal of stockholders, so as to reduce the number of stockholders entitled
to vote at the meeting below the number required for a quorum, shall not affect
the validity of any action taken at the meeting or any adjournment thereof.

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SECTION 9. VOTING OF SHARES.

Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders, unless otherwise provided for
in the Certificate of Incorporation, or any amendments thereto, or any
certificate of designation filed on behalf of this corporation.

Shares of stock of this corporation belonging to this corporation or to
another corporation, if the majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by this corporation, shall not be entitled to vote, and shall not be counted for
quorum purposes. Nothing in this Section shall be construed as limiting the
right of any corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

A stockholder may vote either in person or by proxy executed in writing
by the stockholder or his duly authorized attorney-in-fact.

Subject to the terms of the Certificate of Incorporation and any
certificate of designation of the corporation, on and after the date on which
written notice of redemption of redeemable shares has been mailed to the holders
thereof and a sum sufficient to redeem such shares has been deposited with a
bank or trust company with irrevocable instrument and authority to pay the
redemption price to the holders thereof upon surrender of certificates therefor,
such shares shall not be entitled to vote on any matter and shall not be deemed
to be outstanding shares.

SECTION 10. PROXIES.

Every stockholder entitled to vote at a meeting of stockholders or to
express consent without a meeting or a stockholder's duly authorized
attorney-in-fact may authorize another person or persons to act for him by
proxy. Every proxy must be signed by the stockholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless

5
<PAGE> 9

otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it, except as otherwise provided by law.
Notwithstanding the immediately preceding sentence, a proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power.

If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.

SECTION 11. VOTING TRUSTS.

One stockholder or two or more stockholders of this corporation may
create a voting trust for the purpose of conferring upon a trustee or trustees
the right to vote or otherwise represent their shares, as provided by law. Where
a copy of a voting trust agreement has been deposited with the corporation's
registered agent as provided by law, such copy shall be open to the inspection
of any stockholder of the corporation or any beneficiary of the trust under the
agreement daily during business hours.

SECTION 12. STOCKHOLDERS' AGREEMENTS.

Two or more stockholders of this corporation may enter an agreement
providing for the exercise of voting rights in the manner provided in the
agreement or relating to any phase of the affairs of the corporation as provided
by law. Nothing therein shall impair the right of this corporation to treat the
stockholders of record as entitled to vote the shares standing in their names.

SECTION 13. ACTION BY STOCKHOLDERS WITHOUT A MEETING.

Any action required by law, these By-Laws, or the Certificate of
Incorporation to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and

<PAGE> 10

without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.

Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the corporation.

SECTION 14. INSPECTORS OF ELECTION.

The corporation may, and shall if required by law, in advance of any
meeting of stockholders, appoint one or more inspectors of election, who may be
employees of the corporation, to act at the meeting or any adjournment thereof
and to make a written report thereof. The corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. In
the event that no inspector so appointed or designated is able to act at a
meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock of the
corporation outstanding and the voting power of each such share, (ii) determine
the shares of capital stock of the corporation represented at the meeting and
the validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable

<PAGE> 11

period a record of the disposition of any challenges made to any determination
by the inspectors, and (v) certify their determination of the number of shares
of capital stock of the corporation represented at the meeting and such
inspectors' count of all votes and ballots. Such certification and report shall
specify such other information as may be required by law. In determining the
validity and counting of proxies and ballots cast at any meeting of stockholders
of the corporation, the inspectors may consider such information as is permitted
by applicable law. No person who is a candidate for an office at an election may
serve as an inspector at such election.

SECTION 15. CONDUCT OF MEETINGS.

The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting. The Board of Directors may
adopt by resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on attendance at or
participation in the meeting to stockholders of record of the corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Unless

<PAGE> 12

and to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

ARTICLE II.

DIRECTORS

SECTION 1. FUNCTION.

All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation shall be managed by or under the
direction of, the Board of Directors.

SECTION 2. QUALIFICATION.

Directors need not be residents of the State of Delaware or
stockholders of this corporation.

SECTION 3. COMPENSATION.

The Board of Directors shall have authority to fix the compensation of
directors.

SECTION 4. RELIANCE BY DIRECTORS.

In performing his duties, a director, or a member of any committee
designated by the Board of Directors, shall be fully protected in relying in
good faith upon the records of the corporation and upon such information,
opinions, reports or statements in each case presented to the corporation by (1)
one or more officers or employees of the corporation or committees of the Board
of Directors, or (2) other persons as to matters which the person reasonably
believes to be within such person's professional or expert competence and who
has been selected with reasonable care by or on behalf of the corporation.

SECTION 5. NUMBER.

The Board of Directors shall consist of one or more members, the exact
number to be determined from time to time by stockholders or the Board of
Directors, but no decrease in such number shall have the effect of shortening
the terms of any incumbent director.

<PAGE> 13

SECTION 6. ELECTION AND TERM.

Each person named in the Certificate of Incorporation or by the
incorporator as a member of the initial Board of Directors shall hold office
until the first annual meeting of stockholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office, disqualification or death.

At the first annual meeting of stockholders and at each annual meeting
thereafter the stockholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office,
disqualification or death.

SECTION 7. VACANCIES.

Any vacancy occurring on the Board of Directors, including any vacancy
created by reason of an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors, even though less
than a quorum of the Board of Directors. A director elected to fill a vacancy
shall hold office only until the next election of directors by the stockholders.

SECTION 8. REMOVAL OF DIRECTORS.

At a meeting of stockholders called expressly for the purpose of
removing any director or the entire Board of Directors, any director or the
entire Board of Directors may be removed, with or without cause, by a vote of
the holders of a majority in voting power of the outstanding shares then
entitled to vote on an election of directors.

SECTION 9. QUORUM AND VOTING.

A majority of the number of directors fixed pursuant to Section 5 of
Article II of these By-Laws shall constitute a quorum for the transaction of
business. The act of the majority of directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

<PAGE> 14

SECTION 10. DIRECTOR CONFLICTS OF INTEREST.

No contract or transaction between this corporation and one or more of
its directors or officers or between this corporation and any other corporation,
partnership, association or other entity in which one or more of the directors
or officers are directors or officers or are financially interested, shall be
either void or voidable solely for this reason or solely because such director
or officer is present at or participates in the meeting of the Board of
Directors or committee which authorizes such contract or transaction or solely
because his or their votes are counted for such purpose, if:

The material facts as to such relationship or interest and as to the
contract or transaction are disclosed to or known by the Board of Directors or
committee, and the Board of Directors or committee authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though less than a quorum; or

The material facts as to such relationship or interest and as to the
contract or transaction are disclosed to or known by the stockholders entitled
to vote thereon and they authorize such contract or transaction in good faith by
vote or written consent; or

The contract or transaction is fair as to the corporation at the time
it is authorized, approved or ratified by the Board of Directors, a committee or
the stockholders.

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes such contract or transaction.

SECTION 11. EXECUTIVE AND OTHER COMMITTEES.

The Board of Directors may designate from among its members an
executive committee and one or more other committees each of which, to the
extent provided in such resolution shall have and

<PAGE> 15

may exercise all the authority of the Board of Directors, except that no
committee shall have the authority for: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by
applicable law to be submitted to stockholders for approval; or (ii) adopting,
amending or repealing any By-Law of the corporation. The Board of Directors may
designate one or more directors as alternate members of any such committee, who
may act in the place and stead of any absent member or members at any meeting of
such committee.

SECTION 12. PLACE OF MEETINGS.

Regular and special meetings of the Board of Directors may be held
within or without the State of Delaware.

SECTION 13. TIME, NOTICE AND CALL OF MEETINGS.

Regular meetings of the Board of Directors shall be held without notice
at such times as the Board of Directors may fix. Written notice of the time and
place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or telecopy at least two days
before the meeting or by notice mailed to the director at least five (5) days
before the meeting.

Notice of the meeting of the Board of Directors need not be given to
any director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

<PAGE> 16

A majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors to another time and place. Notice of any
such adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the Chairman of the
Board of Directors, by the President or by any two directors.

Members of the Board of Directors may participate in a meeting of the
Board of Directors by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

SECTION 14. ACTION WITHOUT A MEETING.

Any action required to be taken at a meeting of the directors of a
corporation, or any action which may be taken at a meeting of the directors or a
committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so to be taken, signed by all of the directors, or all
of the members of the committee, as the case may be, is filed within the minutes
of the proceedings of the Board of Directors or of the committee. Such consent
shall have the same effect as a unanimous vote.

13
<PAGE> 17

ARTICLE III.

OFFICERS

SECTION 1. OFFICERS.

The officers of this corporation shall consist of a the Chairman of the
Board, the Vice-Chairman, the President, the Secretary and the Treasurer, and
may also include one or more Vice-Presidents, each of whom shall be elected by
the Board of Directors at a meeting of directors following the annual meeting of
stockholders of this corporation, and shall serve until their successors are
chosen and qualified. Such other officers and assistant officers and agents as
may be deemed necessary may be elected or appointed by the Board of Directors
from time to time. Any two or more offices may be held by the same person. The
failure to elect the Vice-Chairman of the Board, President, Secretary, Treasurer
or any Vice-President shall not affect the existence of this corporation.

SECTION 2. DUTIES.

The officers of this corporation shall have the following duties:

The Chairman of the Board shall, subject to the direction and oversight
of the Board of Directors, oversee the business plans and policies of the
corporation, and shall oversee the implementation of those business plans and
policies. The Chairman of the Board shall report to the Board of Directors,
shall preside at meetings of the Board of Directors and of its Executive
Committee, and shall have general authority to execute bonds, deeds and
contracts in the name of and on behalf of the corporation.

The Vice-Chairman of the Board shall, in the absence or disability of
the Chairman of the Board, be vested with and shall perform all powers and
duties of the Chairman of the Board.

<PAGE> 18

The President of the corporation shall be the chief executive and
operating officer of the corporation and have general and active management of
the business affairs of the corporation, subject to the direction of the Board
of Directors, and shall preside at all meetings of stockholders.

The Vice-President, if one or more is elected or appointed, shall have
all of the duties normally performed by the President when the President is
unable or unavailable to act, by order of seniority. Otherwise, his duties shall
be subject to the direction of the President and the Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate
records, except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notices of meetings out,
and perform such other duties as may be prescribed by the Board of Directors or
the President.

The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.

SECTION 3. REMOVAL OF OFFICERS.

Any officer or agent elected or appointed by the Board of Directors may
be removed by the Board of Directors whenever in its judgment the best interests
of the corporation will be served thereby. Any officer or agent elected by the
stockholders may be removed only by vote of the stockholders, unless the
stockholders shall have authorized the directors to remove such officer or
agent. Any vacancy, however occurring, in any office, may be filled by the Board
of Directors, unless the By-Laws shall have expressly reserved such power to the
stockholders.

<PAGE> 19

Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.

ARTICLE IV.

INDEMNIFICATION

SECTION 1. RIGHT TO INDEMNIFICATION.

The corporation shall indemnify and hold harmless, to the fullest
extent permitted by applica ble law as it presently exists or may hereafter be
amended, any person (an "Indemnitee") who was or is made or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director or officer of the corporation or, while a director or officer of the
corporation, is or was serving at the written request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with
respect to employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such Indemnitee.
Notwithstanding the preceding sentence, except as otherwise provided in Section
3 of this Article IV, the corporation shall be required to indemnify an
Indemnitee in connection with a proceeding (or part thereof) commenced by such
Indemnitee only if the commencement of such proceeding (or part thereof) by the
Indemnitee was authorized by the Board of Directors.

<PAGE> 20

SECTION 2. PREPAYMENT OF EXPENSES.

The corporation shall pay the expenses (including attorneys' fees)
incurred by an Indemnitee in defending any proceeding in advance of its final
disposition, PROVIDED, HOWEVER, that, to the extent required by law, such
payment of expenses in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Indemnitee to repay all
amounts advanced if it should be ultimately determined that the Indemnitee is
not entitled to be indemnified under this Article IV or otherwise.

SECTION 3. CLAIMS.

If a claim for indemnification or advancement of expenses under this
Article IV is not paid in full within sixty (60) days after a written claim
therefor by the Indemnitee has been received by the corporation, the Indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action the corporation shall have the burden of proving that
the Indemnitee is not entitled to the requested indemnification or advancement
of expenses under applicable law.

SECTION 4. NONEXCLUSIVITY OF RIGHTS.

The rights conferred on any Indemnitee by this Article IV shall not be
exclusive of any other rights which such Indemnitee may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation, these
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise.

SECTION 5. OTHER SOURCES.

The corporation's obligation, if any, to indemnify or to advance
expenses to any Indemnitee who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such

<PAGE> 21

Indemnitee may collect as indemnification or advancement of expenses from such
other corporation, partnership, joint venture, trust, enterprise or non-profit
enterprise.

SECTION 6. AMENDMENT OR REPEAL.

Any repeal or modification of the foregoing provisions of this Article
IV shall not adversely affect any right or protection hereunder of any
Indemnitee in respect of any act or omission occurring prior to the time of such
repeal or modification.

SECTION 7. OTHER INDEMNIFICATION AND PREPAYMENT OF EXPENSES.

This Article IV shall not limit the right of the corporation, to the
extent and in the manner permitted by law, to indemnify and to advance expenses
to persons other than Indemnitees when and as authorized by appropriate
corporate action.

ARTICLE V.

STOCK CERTIFICATES
------------------

SECTION 1. ISSUANCE.

Every holder of shares in this corporation shall be entitled to have a
certificate, representing all shares to which he is entitled. No certificate
shall be issued for any share until such share is fully paid.

SECTION 2. FORM.

Certificates representing shares in this corporation shall be signed by
the Chairman of the Board, the Vice-Chairman of the Board, the President and the
Secretary or an Assistant Secretary, if any, or any Vice-President and may be
sealed with the seal of this corporation or a facsimile thereof. Any or all
signatures on the certificate may be facsimiles. In case any officer, transfer
agent or registrar who signed or whose facsimile signature has been placed upon
such certificate shall have

<PAGE> 22

ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of its issuance.

In the event the corporation is authorized to issue more than one class
or series of stock, every certificate representing shares issued by this
corporation shall set forth or fairly summarize upon the face or back of the
certificate, or shall state that the corporation will furnish to any stockholder
upon request and without charge a full statement of, the powers, designations,
preferences, and relative, participating or other special rights of the shares
of each class or series of stock authorized to be issued, and the
qualifications, limitations or restrictions of such preferences and/or rights.

Each certificate representing shares shall state upon the face thereof:
the name of the corporation; that the corporation is organized under the laws of
the State of Delaware; the name of the person or persons to whom issued; the
number and class of shares, and the designation of the series, if any, which
such certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.

SECTION 3. TRANSFER OF STOCK.

The corporation shall register a stock certificate presented to it for
transfer if the certificate is properly endorsed by the holder of record or by
his duly authorized attorney, and the signature of such person has been
guaranteed by a commercial bank or trust company or by a member of the New York
Stock Exchange or the American Stock Exchange.

<PAGE> 23

SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES.

The corporation may issue a new stock certificate in the place of any
certificate previously issued if the holder of record of the certificate (a)
makes proof in affidavit form that it has been lost, stolen or destroyed; (b)
requests the issue of a new certificate before the corporation has notice that
the certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (c) gives bond in such form as the
corporation may direct, to indemnify the corporation, the transfer agent, and
registrar against any claim that may be made on account of the alleged loss,
theft or destruction of a certificate; and (d) satisfies any other reasonable
requirements imposed by the corporation.

ARTICLE VI.

BOOKS AND RECORDS
-----------------

This corporation shall keep correct and complete books and records of
accounts and shall keep minutes of the proceedings of its stockholders, Board of
Directors and committees of the Board of Directors.

Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.

ARTICLE VII.

DIVIDENDS
---------

The Board of Directors of this corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares, to the full extent permitted by law.

<PAGE> 24

ARTICLE VIII.

CORPORATE SEAL
--------------

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the year of incorporation, and the word "seal"; it may be any of a facsimile,
engraved, printed or impression seal.

ARTICLE IX.

AMENDMENT
---------

These By-Laws may be repealed or amended, and new By-Laws may be
adopted, either by the Board of Directors or the stockholders, but the Board of
Directors may not amend or repeal any by-law adopted by the stockholders if the
stockholders specifically provide that such by-law shall not be subject to
amendment or repeal by the directors.

<PAGE> 1
Exhibit 10.10

FLORIDA PANTHERS HOLDINGS, INC.

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

AMENDED AND RESTATED
1996 STOCK OPTION PLAN

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

1. STATEMENT OF PURPOSE. This Amended and Restated 1996 Stock Option
Plan (the "Plan") is intended to provide certain employees, directors (both
employee and non-employee directors), independent contractors and consultants of
Florida Panthers Holdings, Inc., a Delaware corporation (the "Company"), and its
subsidiaries with an added incentive to provide their services to the Company
and to induce them to exert their maximum effort toward the Company's success
through the encouragement of stock ownership in the Company by such persons.

2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee"), appointed by the board of directors of the Company (the "Board of
Directors"), consisting of two or more outside directors (each of whom qualifies
as an "outside director" under Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and as a "non-employee director" under Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
whose interpretation of the terms and provisions of the Plan shall be final and
conclusive. The selection of employees, directors (both employee and
non-employee directors), independent contractors and consultants for
participation in the Plan and all decisions concerning the timing, pricing and
amount of any grant or award under the Plan shall be made solely by the
Committee. In the event a Committee of two or more qualifying directors cannot
be formed, the Plan shall be administered by the Board of Directors. No member
of the Board of Directors or of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
or option agreement entered into hereunder.

3. ELIGIBILITY. Options shall be granted only to employees (including
officers) and directors (employee and non-employee directors) of the Company and
it subsidiaries, as well as independent contractors and consultants performing
services for the Company and it subsidiaries (collectively, the "Optionees"),
selected initially and from time to time by the Committee on the basis of their
importance to the business of the Company or its subsidiaries.

4. GRANTING OF OPTIONS. Subject to Section 10 of the Plan, the Company
may grant to Optionees from time to time options to purchase an aggregate of up
to 5,000,000 shares of the Company's Class A common stock, par value $.01 per
share (the "Class A Common Stock"). In the event that an option expires or is
terminated or canceled unexercised as to any shares, such released shares may
again be optioned (including a grant in substitution for a canceled option).
Shares subject to options may be made available from authorized and unissued
shares of Class A Common Stock. Options granted under the Plan shall not
constitute "incentive stock options" for purposes of Section 422 of the Code.
The maximum number of shares of Class A Common Stock with respect to which
options may be granted during any calendar year to any person shall be 500,000.
All options granted

<PAGE> 2

pursuant to the Plan shall be evidenced by agreements, to be executed by the
Company and by the Optionee, in such form or forms as the Committee shall from
time to time determine. Option agreements covering options granted from time to
time or at the same time need not contain provisions specified in the Plan;
provided, however, that all such option agreements shall comply with all terms
and provisions of the Plan. The date of grant of an option under this Plan shall
be the date as of which the Committee approves the grant.

5. OPTION PRICE. The option price shall be determined by the Committee
and, subject to the provisions of Section 10 hereof, shall be not less than the
fair market value, as determined by the Committee at the time the option is
granted, of the shares of Class A Common Stock subject to the option.

6. DURATION OF OPTIONS, INCREMENTS AND EXTENSIONS. Subject to the
provisions of Section 8 hereof, each option shall be for such term of not less
than five years nor more than 10 years, as shall be determined by the Committee
at the time the option is granted. Each option shall become exercisable with
respect to 25% of the total number of shares subject to the option 12 months
after the date of its grant and with respect to each additional 25% at the end
of each 12-month period thereafter during the succeeding three years.
Notwithstanding the foregoing, the Committee may in its discretion (i)
specifically provide for another time or times of exercise at the time the
option is granted; (ii) accelerate the exercisability of any option subject to
such terms and conditions as the Committee deems necessary and appropriate; or
(iii) at any time prior to the expiration or termination of any option
previously granted, extend the term of any option (including such options held
by officers) for such additional period as the Committee in its discretion shall
determine. In no event, however, shall the aggregate option period with respect
to any option, including the original term of the option and any extensions
thereof, exceed 10 years. Subject to the foregoing and the other provisions of
this Plan, all or any part of the shares to which the right to purchase has
accrued may be purchased at the time of such accrual or at any time or times
thereafter during the option period.

In the event of a Change in Control (as defined below), all outstanding
options shall become immediately exercisable. Notwithstanding any other
provisions hereunder, during the period of 30 days after a Change in Control,
each Optionee shall have the right to require the Company to purchase from such
Optionee any option granted under this Plan at a purchase price equal to the
excess of fair market value per share over the option price multiplied by the
number of option shares specified by the Optionee for purchase in a written
notice to the Company, attention of the Secretary. A "Change in Control" shall
be deemed to occur if any person (i) shall acquire direct or indirect control of
at least 50% of the outstanding voting stock, or (ii) has the power (whether
such power arises as a result of the ownership of capital stock by contract or
otherwise) or the ability to elect or cause the election of directors consisting
at the time of such election of a majority of the Board of Directors. As used
herein, "person" shall mean any person, corporation, partnership, joint venture
or other entity or any group (as such term is defined in Section 13(d) of the
Exchange Act, and the rules promulgated thereunder). For purposes of this
paragraph, "fair market value per share" shall mean the average of the highest
sales price per share of the Class A Common Stock as quoted on The

<PAGE> 3

Nasdaq Stock Market, or by the principal exchange upon which the Class A Common
Stock is listed, on each of the five trading days immediately preceding the date
on which such individual so notifies the Company. The amount payable to each
such individual by the Company shall be in cash or by certified check and shall
be reduced by any taxes required to be withheld.

7. EXERCISE OF OPTION. As a condition to the exercise of any option,
the Quoted Price (as defined below) per share of Class A Common Stock on the
date of exercise must be equal to or exceed the option price referred to in
Section 5 hereof. An option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
(i) in cash, (ii) by check, (iii) to the extent permitted by applicable law by a
promissory note in a form specified by the Company and payable to the Company no
later than 15 business days after the date of exercise of the option, (iv) if so
approved by the Committee, by shares of Class A Common Stock of the Company, (v)
by delivering a written direction to the Company that the option be exercised
pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay
for exercise of the option are delivered to the Company by a broker upon receipt
of stock certificates from the Company) or a cashless exercise/loan procedure
(pursuant to which the Optionee would obtain a margin loan from a broker to fund
the exercise) through a licensed broker acceptable to the Company whereby the
stock certificate or certificates for the shares for which the option is
exercised will be delivered to such broker as the agent for the individual
exercising the option and the broker will deliver to the Company cash (or cash
equivalents acceptable to the Company) equal to the option price for the shares
of Class A Common Stock purchased pursuant to the exercise of the option plus
the amount (if any) of federal and other taxes that the Company may, in its
judgment, be required to withhold with respect to the exercise of the option or
(vi) by a combination of these methods of payment. The "Quoted Price" and the
per share value of Class A Common Stock for purposes of paying the option price
in accordance with the immediately preceding sentence shall equal the closing
selling price per share of Class A Common Stock one business day prior to the
exercise date.

At the time of any exercise of any option, the Company may, if it shall
determine it necessary or desirable for any reason, require the Optionee (or his
or her heirs, legatees or legal representative, as the case may be), as a
condition upon the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for investment and
not for distribution. In the event such representation is required to be
delivered, an appropriate legend may be placed upon each certificate delivered
to the Optionee (or his or her heirs, legatees or legal representative, as the
case may be) upon his or her exercise of part or all of the option and a stop
transfer order may be placed with the transfer agent. Each option shall also be
subject to the requirement that, if at any time the Company determines, in its
discretion, that the listing, registration or qualification of the shares
subject to the option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of or in connection with, the issuance or purchase
of the shares thereunder, the option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company
in its sole discretion. The Company shall not be obligated to take any
affirmative action in order to cause the

<PAGE> 4

exercisability or vesting of an option or to cause the exercise of an option or
the issuance of shares pursuant thereto to comply with any law or regulation of
any governmental authority.

At the time of the exercise of any option, the Committee may require,
as a condition of the exercise of such option, the Optionee (i) to pay the
Company an amount equal to the amount of tax the Company may be required to
withhold to obtain a deduction for federal income tax purposes as a result of
the exercise of such option by the Optionee, or (ii) to make such other
arrangements with the Company which would enable the Company to pay such
withholding tax, including, without limitation, holding back a number of shares
issuable upon exercise of the option equal to the amount of such withholding
tax, or permitting the Optionee to deliver a promissory note in a form specified
by the Committee or withhold taxes from other compensation payable to the
Optionee by the Company, or (iii) a combination of the foregoing.

8. TERMINATION OF RELATIONSHIP AND EXERCISE THEREAFTER. In the event
the employment, directorship, contractor or consulting relationship between the
Company and an Optionee is terminated for any reason other than death, permanent
disability or retirement, such Optionee's options shall expire and all rights to
purchase shares pursuant thereto shall terminate immediately. The Committee may,
in its sole discretion, permit any option to remain exercisable for such period
after such termination as the Committee may prescribe, but in no event after the
expiration date of the option. Unless otherwise determined by the Committee,
temporary absence from employment or as a member of the Board of Directors, an
independent contractor or a consultant because of illness, vacation, approved
leaves of absence and transfers of employment among the Company and its
subsidiaries, shall not be considered to terminate employment, directorship or
contract or consulting relationship or to interrupt continuous employment,
directorship or contract or consulting relationship.

In the event of termination of said relationship because of death,
permanent disability (as that term is defined in Section 22(e)(3) of the Code,
as now in effect or as subsequently amended), or retirement, the option may be
exercised in full, without regard to any installments or vesting schedule
established under Section 6 hereof, by the Optionee or, if he or she is not
living, by his or her heirs, legatees or legal representatives (as the case may
be) during its specific term prior to three years after the date of death,
permanent disability or retirement, or such longer period as the Committee may
prescribe, but in no event after the expiration date of the option.

9. NON-TRANSFERABILITY. During the lifetime of the Optionee, options
shall be exercisable only by the Optionee, and options shall not be assignable
or transferable by the Optionee otherwise than by will or by the laws of descent
and distribution, or pursuant to a qualified domestic relations order as defined
by the Code, or Title I of the Employment Retirement Income Security Act of
1974, as amended, or the rules thereunder.

10. ADJUSTMENTS. The number of shares subject to the Plan and options
granted under the Plan shall be adjusted as follows: (i) in the event that the
number of outstanding shares of Class A Common Stock is changed by any stock
dividend, stock split or combination of shares, the

<PAGE> 5

number of shares subject to the Plan and to options granted hereunder shall be
proportionately adjusted; (ii) in the event of any merger, consolidation or
reorganization of the Company with any other corporation or corporations, there
shall be substituted, on an equitable basis, for each share of Class A Common
Stock then subject to the Plan, whether or not at the time subject to
outstanding options, the number and kind of shares of stock or other securities
to which the holders of shares of Class A Common Stock will be entitled pursuant
to the transaction; and (iii) in the event of any other relevant change in the
capitalization of the Company, an equitable adjustment shall be made in the
number of shares of Class A Common Stock then subject to the Plan, whether or
not then subject to outstanding options. In the event of any such adjustment,
the purchase price per share shall be proportionately adjusted. The grant of an
option pursuant to the Plan shall not affect or limit in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve
or liquidate, or to sell or transfer all or any part of its business or capital.

11. AMENDMENT OF PLAN. The Board of Directors may amend or discontinue
the Plan at any time. However, no amendment or discontinuance shall be made
without the requisite approval of the shareholders of the Company if such
approval is required as a condition to the Plan continuing to comply with the
provisions of Section 162(m) of the Code.

12. CASH PROCEEDS. Any cash proceeds received by the Company from the
sale of shares pursuant to the options granted under the Plan shall be used for
general corporate purposes.

13. NO IMPAIRMENT OF RIGHTS. Nothing contained in the Plan or any
option granted pursuant thereto shall confer upon any Optionee any right to be
continued in the employment of the Company or its subsidiaries or to be
continued as an independent contractor or a consultant to the Company or its
subsidiaries, or interfere in any way with the right of the Company or its
subsidiaries to terminate such employment or contract or consulting relationship
and/or to remove any Optionee who is a director from service on the Board of
Directors or the board of directors of any of the Company's subsidiaries at any
time in accordance with the Company's By-Laws or any provisions of applicable
law.

14. COMPLIANCE WITH RULE 16b-3. The Plan is intended to comply with all
provisions of Rule 16b-3 or its successors promulgated under the Exchange Act
necessary to secure an exemption from Section 16(b) of the Exchange Act for
participating officers and directors, regardless of whether such provisions are
set forth in the Plan. To the extent any provision of the Plan or action of the
Plan administrators fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Plan administrators.

15. SEVERABILITY. If any provision of the Plan or any option agreement
shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.

<PAGE> 6

16. GOVERNING LAW. The validity and construction of this Plan and the
instruments evidencing the options granted hereunder shall be governed by the
laws of the State of Florida (excluding its choice of law rules).

17. EFFECTIVE DATE. The effective date of the Plan shall be November
17, 1997, the date the Plan was adopted and authorized by the Company's
stockholders.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use
of our reports (and to all references to our firm) included in or made a part of
this registration statement.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,

November 14, 1997.

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use of our report dated April 19, 1996, with respect to
the financial statements of 2301 SE 17th St., Ltd., included in this Prospectus
of Florida Panthers Holdings, Inc. filed on the Post-Effective Amendment No. 3
to Form S-4 and to the reference to our firm under the heading "Experts."

/s/ KPMG Peat Marwick LLP

KPMG PEAT MARWICK LLP

Fort Lauderdale, Florida,

November 14, 1997.

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 3 to Registration Statement on Form S-4 (No.
333-28951) of our report dated January 29, 1997, except as to the subsequent
event described in Note 12 which is as of March 20, 1997, relating to the
financial statements for the year ended December 31, 1996 of the Boca Raton
Hotel and Club Limited Partnership, which appears in such Prospectus. We also
consent to the reference to us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP

Fort Lauderdale, Florida

November 14, 1997

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 26, 1996, with respect to the financial
statements of Boca Raton Hotel and Club Limited Partnership included in
Post-Effective Amendment No. 3 to the Registration Statement (Form S-4 No.
333-28951) and related Prospectus of Florida Panthers Holdings, Inc.

/s/ Ernst & Young LLP
--------------------------------------
ERNST & YOUNG
West Palm Beach, Florida

November 14, 1997