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Exhibit 10.8.2    
    


Prepared by and return to:

Lee E. Nelson, Esq.

P. O. Box 380

Tampa FL 33601 


FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT  


        THIS FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT (this "First Amendment") is made as of the 11th day of March, 2005, by and among,  PARCEL F,
LLC, a Florida limited liability company, formerly known as Innisbrook F, LLC ("Parcel F Purchaser") and GOLF HOST
RESORTS, INC., a Colorado corporation ("Golf Host") and is consented to by GOLF TRUST OF AMERICA, L.P., a Delaware
limited partnership ("GTA"). 


        THE
PARTIES ENTER THIS AGREEMENT on the basis of the following facts, 



	A.
	The
parties entered into the Parcel F Development Agreement recorded in OR Book 13469, Page 480 of the Public Records of Pinellas County, Florida (the "Development Agreement").



	B.
	The
exhibit attached as Exhibit E to the Development Agreement depicting Mill Ridge Road was a temporary exhibit and the parties desire to substitute a corrected
Exhibit E.



	C.
	The
legal description for the Parcel F Access Road attached as Exhibit F to the Development Agreement contained a scrivener's error and the parties desire to correct the
scrivener's error. 






        NOW,
THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration the receipt of which and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows: 


        1.    Mill Ridge Road.    Exhibit E to the Development Agreement is deleted in its entirety and
Exhibit E to this Amendment [U.S. Surveyor dated November 18, 2004] is inserted as Exhibit E to the Development Agreement. The parties agree that the legal
description contained in revised Exhibit E is a general description of Mill Ridge Road and in the event of any discrepancy between the legal description contained in Exhibit E and the
actual physical location of Mill Ridge Road, the physical location of Mill Ridge Road controls. 


        2.    Parcel F Access Road Legal Description.    Exhibit F to the Development Agreement is deleted in its
entirety and Exhibit F to this Amendment [King Engineering dated March 11, 2005] is inserted as Exhibit F to the Development Agreement. 



        3.    Full Force and Effect.    Except as expressly provided herein, all other terms and conditions of the Development
Agreement remain the same and in full force and effect. 







 

        IN
WITNESS WHEREOF, the undersigned have executed this Agreement the day and year first above written. 



	SIGNED, SEALED AND DELIVERED

in the Presence of:	 	PARCEL F, LLC, a Florida limited liability corporation, formerly known as Innisbrook F, LLC
	

 
	
 	

By:	

/s/  STEVE SAMAHA      

	Print Name:	 
	 	Name: Steve Samaha

Its: Member
	

 
	
 	

 	

 
	Print Name:	 
	 	 	 
	

 	

 	
 	
GOLF HOST RESORTS, LLC, a Colorado corporation, formerly Golf Host Resorts, Inc.
	

          
	
 	

By:	

/s/  ROBERT GEIMER      

	Print Name:	 
	 	Name: Robert Geimer

Its: Vice President
	

 
	
 	

 	

 
	Print Name:	 
	 	 	 




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        The
undersigned hereby consents to this Agreement, subject to and in accordance with, the terms of this First Amendment and all of the exhibits thereto. 



	 	 	 	GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership
	

SIGNED, SEALED AND DELIVERED

in the Presence of:	
 	

By:	

GTA GP, INC., a Maryland corporation
	



 
	

 	



By:	



/s/  W. BRADLEY BLAIR, II      

	Print Name:	 
	 	Name: W. Bradley Blair, II

Its: President and CEO
	

 
	
 	

 	

 
	Print Name:	 
	 	 	 




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STATE
OF FLORIDA

COUNTY OF HILLSBOROUGH 


        The
foregoing instrument was acknowledged before me this 5th day of April, 2005, by Steven M. Samaha, as member of PARCEL F, LLC, formerly
known as Innisbrook F, LLC, a Florida limited liability corporation, on behalf of the company. He/she is personally known to me. 



	

 	


	 	Print Name:	 
 Notary Public





	 	My Commission Expires:	 

	

 	

(NOTARY SEAL)

	

 




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STATE
OF Georgia

COUNTY OF Cobb 


        The
foregoing instrument was acknowledged before me this 13th day of April, 2005, by Robert Geimer, as Vice President of GOLF HOST RESORTS,
LLC, a Colorado corporation, on behalf of the corporation. He/she is personally known to me. 



	

 	


	 	Print Name:	 
 Notary Public





	 	My Commission Expires:	 

	

 	

(NOTARY SEAL)

	

 




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STATE
OF SOUTH CAROLINA

COUNTY OF CHARLESTON 


        The
foregoing instrument was acknowledged before me this 11th day of March, 2005, by W. Bradley Blair, II, as President and CEO of GTA
GP, INC., the general partner of GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership, on behalf of the
partnership. He/she is personally known to me. 



	

 	


	 	Print Name:	 
 Notary Public





	 	My Commission Expires:	 

	

 	

(NOTARY SEAL)

	

 




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Exhibit 10.8.2