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                                                                    EXHIBIT 99.1


                              ASSUMPTION AGREEMENT



         THIS ASSUMPTION AGREEMENT is made and entered into effective for all
purposes as of the 31st day of December, 1998, by and between Lamalie
Associates, Inc., a Florida corporation ("LAI") and LAI Worldwide, Inc., a
Florida corporation ("LAI Worldwide").

         WHEREAS, LAI sponsors certain incentive, compensation and benefit plans
for executives, employees and non-employee directors of LAI, and

         WHEREAS, LAI is party to certain lockup and other agreements with
respect to the common stock of LAI, and

         WHEREAS, LAI Worldwide, LAI and LAI MergerSub, Inc., a Florida
corporation and the wholly-owned subsidiary of LAI Worldwide ("MergerSub"), have
entered into an Agreement and Plan of Merger dated December 23, 1998 (the
"Merger Agreement"), in connection with the formation of a holding company by
LAI under Section 607.11045, Florida Statutes (the "Reorganization"), pursuant
to which LAI will become a wholly-owned subsidiary of LAI Worldwide and LAI
Worldwide will become a company whose stock is traded on The Nasdaq Stock
Market, and the shares of which will be issued or delivered under the incentive,
compensation and benefit plans and subject to the lockup and other agreements on
the terms and subject to the conditions set forth therein, and

         WHEREAS, the Merger Agreement provides that LAI Worldwide shall assume
the sponsorship of various LAI incentive, compensation and benefit plans and be
substituted for LAI thereunder, and shall assume the obligations of LAI under
certain lockup and other agreements, all as of the "Effective Time" as defined
in the Merger Agreement;

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

          1.   LAI Worldwide assumes and adopts the incentive, compensation and
               benefit plans listed on Exhibit A hereto (the "Assumed Plans"),
               and is substituted for LAI as the sponsoring "Employer"
               thereunder, effective as of the Effective Time. By such
               assumption, LAI Worldwide assumes all of the rights, and agrees
               to perform all of the obligations, of LAI under the Assumed
               Plans, as in effect immediately prior to the Effective Time, and
               LAI Worldwide adopts any and all goals established by LAI under
               the Assumed Plans. LAI shall have no further obligation under the
               Assumed Plans as the sponsor thereof but shall continue as a
               participating or adopting Employer, as to its employees, to the
               extent permitted or required under each Assumed Plan.



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          2.   LAI Worldwide also hereby assumes and adopts any and all of the
               obligations of LAI under certain letter agreements with certain
               shareholders of LAI pertaining to sales of the common stock of
               LAI (the "Lockup Agreements") and certain other Agreements
               pertaining to the common stock of LAI which are listed on Exhibit
               B hereto (the "Other Agreements") from and after the Effective
               Time, and is substituted for LAI under the Lockup Agreements and
               the Other Agreements. LAI Worldwide assumes all of the rights,
               and agrees to perform all of the obligations, of LAI under the
               Lockup Agreements and the Other Agreements, as in effect
               immediately prior to the Effective Time. From and after the
               Effective Time, LAI shall have no further obligation under the
               Lockup Agreements and the Other Agreements.

          3.   As of the Effective Time, LAI Worldwide shall assume from LAI all
               authority and responsibility for amending, modifying or
               terminating each Assumed Plan then in effect and for appointing
               and removing all administrative committee or other committee
               members, trustees, custodians and agents of the Assumed Plans,
               provided, however, that such authority and responsibility for
               amending, modifying, terminating and administering each Assumed
               Plan (including the appointment or removal of committee members
               and others) may be delegated by LAI Worldwide to directors,
               officers or employees of LAI Worldwide or LAI or other
               subsidiaries of LAI Worldwide that have adopted the Assumed
               Plans, which subsidiaries as of the date hereof are set forth in
               Exhibit C hereto, and provided further that following the
               Effective Time and until further action by LAI Worldwide the
               provisions of all Assumed Plans shall remain in effect and all
               committee members, trustees, custodians and agents shall hold
               office on the same basis as immediately preceding the Effective
               Time.

          4.   As of the Effective Time, each reference to shares of LAI common
               stock in the Assumed Plans, Lockup Agreements and Other
               Agreements shall be deemed to be amended to refer to shares of
               LAI Worldwide common stock.

          5.   As of the Effective Time, each option or right to purchase one or
               more shares of LAI common stock pursuant to an Assumed Plan shall
               become an option or right to purchase a corresponding number of
               shares of LAI Worldwide common stock on the same terms as an
               option or right to purchase shares of LAI common stock existed
               under an Assumed Plan immediately prior to the Effective Time.

          6.   As of the Effective Time, each right to receive or obligation to
               distribute one or more shares of LAI common stock or to receive
               or to pay an amount based on the value of a share or shares of
               LAI common stock under an Assumed Plan shall become a right or
               obligation, as the case may be, to receive or distribute shares
               of LAI Worldwide common stock or to receive or to pay an amount
               based on the value of a share or shares of LAI Worldwide common
               stock on the same terms as the right or obligation to receive or
               distribute shares of LAI common stock or to receive or to pay an
               amount based on the value of a share or shares of LAI common
               stock existed under any of the Assumed Plans immediately prior to
               the Effective Time.


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          7.   Each Assumed Plan shall be deemed to be further amended as the
               appropriate officers of LAI and LAI Worldwide deem necessary or
               appropriate, in their discretion, to implement the intent of the
               foregoing and the terms of this Assumption Agreement.

          8.   Neither the assumption of the Assumed Plans, the Lockup
               Agreements or the Other Agreements by LAI Worldwide nor the
               consummation of the Reorganization by LAI LAI Worldwide and
               MergerSub shall be deemed to be a termination of any of the
               Assumed Plans, Lockup Agreements or Other Agreements, nor cause
               any benefit to vest under an Assumed Plan, nor accelerate the
               accrual or payment of any benefit thereunder, nor cause any
               acceleration of any of the provisions of any of the Lockup
               Agreements or Other Agreements.

          9.   Except as modified by this Assumption Agreement, Participants in
               the Assumed Plans as of the date hereof shall have all of the
               rights and benefits thereunder as existed on the day before the
               Effective Date and no other changes in the Assumed Plans are
               intended hereby.

          10.  This Assumption Agreement may be executed in any number of
               counterparts, all of which, when executed, shall be deemed to be
               one and the same instrument.

         IN WITNESS WHEREOF, each party hereto has caused these presents to be
executed on its behalf by its duly authorized officer, as of the day and year
first above written.


                                      LAMALIE ASSOCIATES, INC.



                                      By: /s/:  Philip R. Albright
                                          --------------------------------------
                                          Philip R. Albright, Chief Financial 
                                             Officer and Secretary


                                      LAI WORLDWIDE, INC.



                                      By: /s/:  Philip R. Albright
                                          --------------------------------------
                                          Philip R. Albright, Chief Financial 
                                             Officer and Secretary





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                                    EXHIBIT A

                                  ASSUMED PLANS

          1.   Lamalie Associates, Inc. 1997 Omnibus Stock and Incentive Plan

          2.   Lamalie Associates, Inc. 1998 Omnibus Stock and Incentive Plan

          3.   LAI Ward Howell Profit Sharing and Savings Plan

          4.   Lamalie Associates, Inc. 1997 Employee Stock Purchase Plan

          5.   Lamalie Associates, Inc. Non-Employee Directors' Stock Option
               Plan

          6.   Lamalie Associates, Inc. Directors' Deferral Plan



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                                    EXHIBIT B

                                OTHER AGREEMENTS



         Indemnification Agreements


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                                    EXHIBIT C

                                LAI SUBSIDIARIES


         1.       LAI Ward Howell, Inc.

         2.       LAI Nevada, Inc.

         3.       LAI International, Limited

         4.       LAI International Holding, Inc.

         5.       WHI Subsidiary, Inc.