**Exhibit10.3**

**PROMISSORY NOTE**
| **Principal   $1,200,000.00**                                                                                                                      | **Loan  Date   04-10-2007** | **Maturity    04-10-2010** | **Loan No    7000407.** | **Call /  Coll** | **Account** | **Officer    KJM** | **Initials** |
|----------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|----------------------------|-------------------------|------------------|-------------|--------------------|--------------|
| References in  the shaded area are for Lender’s use only and do not limit the applicability  of this document to any particular loan or item. |
| Any item above  containing “***” has been omitted due to text length limitations.                                                        |

 
| **Borrower:** | ** ** | **GTA-IB, LLC; GTA-IB Golf Resort, LLC; and GTA-IB    Condominium, LLC   701 Brickell Avenue, Suite 3000   Miami, FL 33131** | ** ** | **Lender:** | ** ** | **Patriot Bank   1815 Little Road   Trinity, FL 34655** |
|---------------|------------|------------------------------------------------------------------------------------------------------------------------------|------------|-------------|------------|---------------------------------------------------------|

 
| **Principal Amount: $1,200,000.00** | ** ** | **Date  of Note:****April 10, 2007** |
|-------------------------------------|------------|--------------------------------------|

 

**PROMISE TO PAY.**  **GTA-IB, LLC;GTA-IB Golf Resort, LLC; and GTA-IB Condominium, LLC (“Borrower”) jointly andseverally promise to pay to Patriot Bank (“Lender”), or order, in lawful moneyof the United States of America, the principal amount of One Million TwoHundred Thousand & 00/100 Dollars ($1,200,000.00), together with intereston the unpaid principal balance from April 6, 2007, until paid in full.**

**PAYMENT.**  **Subject toany payment changes resulting from changes in the Index, Borrower will pay thisloan in accordance with the following payment schedule:  8 monthly consecutive interest payments,beginning May 10, 2007, with interest calculated on the unpaid principalbalances at an interest rate based on the Wall Street Journal Prime aspublished in the “Money Section” of the Wall Street Journal (currently 8.250%),resulting in an initial interest rate of 8.250%; 27 monthly consecutiveprincipal and interest payments in the initial amount of $10,219.38 each,beginning January 10, 2008, with interest calculated on the unpaid principalbalances at an interest rate of 8.250% per annum; and one principal andinterest payment of $1,153.228.18 on April 10, 2010, with interestcalculated on the unpaid principal balances at an interest rate of 8.250% perannum.  This estimated final payment isbased on the assumption that all payments will be made exactly as scheduled andthat the Index does not change; the actual final payment will be for allprincipal and accrued interest not yet paid, together with any other unpaidamounts under this Note.  Unlessotherwise agreed or required by applicable law, payments will be applied firstto any accrued unpaid interest; then to principal; then to any late charges;and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis;that is, by applying the ratio of the annual interest rate over a year of 360days, multiplied by the outstanding principal balance, multiplied by the actualnumber of days the principal balance is outstanding.  Borrower will pay Lender at Lender’s addressshown above or at such other place as Lender may designate in writing.**

**VARIABLE INTEREST RATE.**  Theinterest rate on this Note is subject to change from time to time based onchanges in an independent index which is the Wall Street Journal Prime aspublished in the “Money Section” of the Wall Street Journal (the “Index”). TheIndex is not necessarily the lowest rate charged by Lender on its loans.  If the Index becomes unavailable during theterm of this loan, Lender may designate a substitute index after notifyingBorrower.  Lender will tell Borrower thecurrent Index rate upon Borrower’s request. The interest rate change will not occur more often than each day.  Borrower understands that Lender may makeloans based on other rates as well.  **The Index currently is 8.250% per annum.**  The interest rate or rates to be applied tothe unpaid principal balance during this Note will be the rate or rates setforth herein in the “Payment” section. Notwithstanding any other provision of this Note, after the firstpayment stream, the interest rate for each subsequent payment stream will beeffective as of the last payment date of the just-ending payment stream.  NOTICE: Under no circumstances will the effective rate of interest on this Notebe more than the maximum rate allowed by applicable law.  Whenever increases occur in the interestrate, Lender, at its option, may do one or more of the following:  (A) increase Borrower’s payments toensure Borrower’s loan will pay off by its original final maturity date,(B) increase Borrower’s payments to cover accruing interest,(C) increase the number of Borrower’s payments, and (D) continueBorrower’s payments at the same amount and increase Borrower’s final payment.

**PREPAYMENT.**  Borrower may pay without penaltyall or a portion of the amount owed earlier than it is due.  Early payments will not, unless agreed to byLender in writing, relieve Borrower of Borrower’s obligation to continue tomake payments under the payment schedule. Rather, early payments will reduce the principal balance due and mayresult in Borrower’s making fewer payments. Borrower agrees not to send Lender payments marked “paid in full”, “withoutrecourse”, or similar language.  IfBorrower sends such a payment, Lender may accept it without losing any ofLender’s rights under this Note, and Borrower will remain obligated to pay anyfurther amount owed to Lender.  Allwritten communications concerning disputed amounts, including any check orother payment instrument that indicates that the payment constitutes “paymentin full” of the amount owed or that is tendered with other conditions orlimitations or as full satisfaction of a disputed amount must be mailed ordelivered to:  Patriot Bank, 1815 LittleRoad, Trinity, FL 34655.

**LATE CHARGE.**  If a payment is 10 days or morelate, Borrower will be charged **5.000% of the regularlyscheduled payment.**

**INTEREST AFTER DEFAULT.**  Upondefault, including failure to pay upon final maturity, the total sum due underthis Note will continue to accrue interest at the interest rate under thisNote, with the final interest rate described in this Note applying aftermaturity, or after maturity would have occurred had there been no default.  However, in no event will the interest rateexceed the maximum interest rate limitations under applicable law.

**DEFAULT.**  Each of the following shallconstitute an event of default (“Event of Default”) under this Note:

**PaymentDefault.**  Borrower fails to make any payment when dueunder this Note.

**OtherDefaults.**  Borrower fails to comply with or to performany other term, obligation, covenant or condition contained in this Note or inany of the related documents or to comply with or to perform any term,obligation, covenant or condition contained in any other agreement betweenLender and Borrower.

**FalseStatements.**  Any warranty, representation or statementmade or furnished to Lender by Borrower or on Borrower’s behalf under this Noteor the related documents is false or misleading in any material respect, eithernow or at the time made or furnished or becomes false or misleading at any timethereafter.

**Death or Insolvency.**  The dissolution of Borrower (regardless ofwhether election to continue is made), any member withdraws from Borrower, orany other termination of Borrower’s existence as a going business or the deathof any member, the insolvency of Borrower, the appointment of a receiver forany part of Borrower’s property, any assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under anybankruptcy or insolvency laws by or against Borrower.

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**Creditor orForfeiture Proceedings.**  Commencement of foreclosure or forfeitureproceedings, whether by judicial proceeding, self-help, repossession or anyother method, by any creditor of Borrower or by any governmental agency againstany collateral securing the loan.  Thisincludes a garnishment of any of Borrower’s accounts, including depositaccounts, with Lender.  However, thisEvent of Default shall not apply if there is a good faith dispute by Borroweras to the validity or reasonableness of the claim which is the basis of thecreditor or forfeiture proceeding and if Borrower gives Lender written noticeof the creditor or forfeiture proceeding and deposits with Lender monies or asurety bond for the creditor or forfeiture proceeding, in an amount determinedby Lender, in its sole discretion, as being an adequate reserve or bond for thedispute.

**EventsAffecting Guarantor.**  Any of the preceding events occurs withrespect to any guarantor, endorser, surety, or accommodation party of any ofthe indebtedness or any guarantor, endorser, surety, or accommodation partydies or becomes incompetent, or revokes or disputes the validity of, orliability under, any guaranty of the indebtedness evidenced by this Note.  In the event of a death, Lender, at itsoption, may, but shall not be required to, permit the guarantor’s estate toassume unconditionally the obligations arising under the guaranty in a mannersatisfactory to Lender, and, in doing so, cure any Event of Default.

**AdverseChange.**  A material adverse change occurs in Borrower’sfinancial condition, or Lender believes the prospect of payment or performanceof this Note is impaired.

**Insecurity.**  Lenderin good faith believes itself insecure.

**LENDER’S RIGHTS.**  Upon default, Lender may declarethe entire unpaid principal balance under this Note and all accrued unpaidinterest immediately due, and then Borrower will pay that amount.

**ATTORNEYS’ FEES; EXPENSES.**  Lendermay hire or pay someone else to help collect this Note if Borrower does notpay.  Borrower will pay Lender the amountof these costs and expenses, which includes, subject to any limits underapplicable law, Lender’s reasonable attorneys’ fees and Lender’s legal expenseswhether or not there is a lawsuit, including reasonable attorneys’ fees andlegal expenses for bankruptcy proceedings (including efforts to modify orvacate any automatic stay or injunction), and appeals.  If not prohibited by applicable law, Borroweralso will pay any court costs, in addition to all other sums provided by law.

**JURY WAIVER.**  **Lender andBorrower hereby waive the right to any jury trial in any action, proceeding, orcounterclaim brought by either Lender or Borrower against the other.**

**GOVERNING LAW.**  **This Notewill be governed by federal law applicable to Lender and, to the extent notpreempted by federal law, the laws of the State of Florida without regard toits conflicts of law provisions.  ThisNote has been accepted by Lender in the State of Florida.**

**CHOICE OF VENUE.**  If there is a lawsuit, Borroweragrees upon Lender’s request to submit to the jurisdiction of the courts ofPasco County, State of Florida.

**RIGHT OF SETOFF.**  To the extent permitted byapplicable law, Lender reserves a right of setoff in all Borrower’s accountswith Lender (whether checking, savings, or some other account). This includesall accounts Borrower holds jointly with someone else and all accounts Borrowermay open in the future.  However, thisdoes not include any IRA or Keogh accounts, or any trust accounts for whichsetoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any and all suchaccounts.

**COLLATERAL.**  Borrower acknowledges this Noteis secured by the following collateral described in the security instrumentslisted herein:

(A)  a Mortgage dated April 10, 2007, to Lender onreal property located in Pinellas County, State of Florida.

(B)   an Assignment of All Rents to Lender on realproperty located in Pinellas County, State of Florida.

(C)   inventory, chattel paper, accounts, equipmentand general intangibles described in a Commercial Security Agreement datedApril 10, 2007.

**ANNUAL REVIEW.**  This loan is subject tocontinuation in the Lender’s sole discretion, based on the satisfactory annualreview and analysis of certain financial information as requested and receivedby Lender.  The Annual Review Date willbe April 5th of each year, commencing 2008. At the time of the Annual Review,an annual fee determined by Lender may be collected.

**FURTHER ASSURANCE AND COMPLIANCE AGREEMENT.** Borrower(s) and Guarantor(s) agree to cooperate, adjust, initial,re-execute and re-deliver any and all closing documents, including but notlimited to any notes, security documents and closing statements if deemednecessary or desirable in the sole discretion of the Bank in order toconsummate or complete the Loan from the Bank to the Borrower or to perfect theBank’s lien.  It is the intention of theBorrower that all documentation for the Loan shall be an accurate reflection ofthe Bank’s requirements.

**MINIMUM PARTIAL RELEASE.** Minimum partial release price per unit shall be the greater of either100% of pro rata loan amount or 75% of sale price.

**FULL PAYMENT.**  Line of Credit due in full uponsale of more than 25% interest in borrowing entity, sale of the Innisbrookresort or of mortgage properties.

**DRAW DOWN LINE OF CREDIT.**  ThisNote evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is notentitled to further loan advances. Advances under this Note, as well as directions for payment fromBorrower’s accounts, may be requested orally or in writing by Borrower or by anauthorized person.  Lender may, but neednot, require that all oral requests be confirmed in writing.  The following party or parties are authorizedto request advances under the line of credit until Lender receives fromBorrower at Lender’s address shown above written notice of revocation of theirauthority:  Keith Wilt.  Borrower agrees to be liable for all sumseither:  (A) advanced in accordancewith the instructions of an authorized person or (B) credited to any ofBorrower’s accounts with Lender.  Theunpaid principal balance owing on this Note at any time may be evidenced byendorsements on this Note or by Lender’s internal records, including dailycomputer print-outs.  Lender will have noobligation to advance funds under this Note if (A) Borrower or anyguarantor is in default under the terms of this Note or any agreement thatBorrower or any guarantor has with Lender, including any agreement made inconnection with the signing of this Note; (B) Borrower or any guarantorceases doing business or is insolvent; (C) any guarantor seeks, claims orotherwise attempts to limit, modify or revoke such guarantor’s guarantee ofthis Note or any other loan with Lender; (D) Borrower has applied fundsprovided pursuant to this Note for purposes other than those authorized byLender; or Lender in good faith deems itself insecure under this Note or any otheragreement between Lender and Borrower.

**SUCCESSOR INTERESTS.**  The terms of this Note shall bebinding upon Borrower, and upon Borrower’s heirs, personal representatives,successors and assigns, and shall inure to the benefit of Lender and itssuccessors and assigns.

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**NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMERREPORTING AGENCIES.**  Please notify us if we report any inaccurateinformation about your account(s) to a consumer reporting agency.  Your written notice describing the specificinaccuracy(ies) should be sent to us at the following address:  Patriot Bank 1815 Little Road Trinity, FL34655.

**GENERAL PROVISIONS.**  If any part of this Note cannotbe enforced, this fact will not affect the rest of the Note.  Borrower does not agree or intend to pay, andLender does not agree or intend to contract for, charge, collect, take, reserveor receive (collectively referred to herein as “charge or collect”), any amountin the nature of interest or in the nature of a fee for this loan, which wouldin any way or event (including demand, prepayment, or acceleration) causeLender to charge or collect more for this loan than the maximum Lender would bepermitted to charge or collect by federal law or the law of the State ofFlorida (as applicable). Any such excess interest or unauthorized fee shall,instead of anything stated to the contrary, be applied first to reduce theprincipal balance of this loan, and when the principal has been paid in full,be refunded to Borrower.  Lender maydelay or forgo enforcing any of its rights or remedies under this Note withoutlosing them.  Each Borrower understandsand agrees that, with or without notice to Borrower, Lender may with respect toany other Borrower (a) make one or more additional secured or unsecuredloans or otherwise extend additional credit; (b) alter, compromise, renew,extend, accelerate, or otherwise change one or more times the time for paymentor other terms of any indebtedness, including increases and decreases of therate of interest on the indebtedness; (c) exchange, enforce, waive,subordinate, fail or decide not to perfect, and release any security, with orwithout the substitution of new collateral; (d) apply such security anddirect the order or manner of sale thereof, including without limitation, anynon-judicial sale permitted by the terms of the controlling securityagreements, as Lender in its discretion may determine; (e) release,substitute, agree not to sue, or deal with any one or more of Borrower’ssureties, endorsers, or other guarantors on any terms or in any manner Lendermay choose; and (f) determine how, when and what application of paymentsand credits shall be made on any other indebtedness owing by such otherBorrower.  Borrower and any other personwho signs, guarantees or endorses this Note, to the extent allowed by law,waive presentment, demand for payment, and notice of dishonor.  Upon any change in the terms of this Note,and unless otherwise expressly stated in writing, no party who signs this Note,whether as maker, guarantor, accommodation maker or endorser, shall be releasedfrom liability.  All such parties agreethat Lender may renew or extend (repeatedly and for any length of time) thisloan or release any party or guarantor or collateral; or impair, fail torealize upon or perfect Lender’s security interest in the collateral; and takeany other action deemed necessary by Lender without the consent of or notice toanyone.  All such parties also agree thatLender may modify this loan without the consent of or notice to anyone otherthan the party with whom the modification is made.  The obligations under this Note are joint andseveral.

**PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOODALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  EACH BORROWER AGREES TO THE TERMS OF THENOTE.**

**BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THISPROMISSORY NOTE.**
| BORROWER:                                                      |
|----------------------------------------------------------------|
|                                                           |
| GTA-IB, LLC                                                    |
|                                                           |
| GTA-IB GOLF RESORT, LLC, Manager of GTA-IB, LLC                |
|                                                           |
| GOLF TRUST OF AMERICA, LP, Manager of GTA-IB Golf  Resort, LLC |
| BY:                                                            |   | GTA, GP, INC., ITS GENERAL PARTNER |
|                                                           |   |   |
| By:                                                            |   | /s/ R. Keith Wilt |   |
|                                                           |   | R. Keith Wilt, Vice President |
|                                                           |   | GTA, GP, INC. |
|                                                           |
| GTA-IB GOLF RESORT, LLC                                        |
|                                                           |
| GOLF TRUST OF AMERICA, LP, Manager of GTA-IB Golf  Resort, LLC |
| BY:                                                            |   | GTA, GP, INC., ITS GENERAL PARTNER |
|                                                           |   |   |
| By:                                                            |   | /s/ R. Keith Wilt |   |
|                                                           |   | R. Keith Wilt, Vice President |
|                                                           |   | GTA, GP, INC. |
|                                                           |   |   |
| GTA-IB CONDOMINIUM, LLC                                        |
|                                                           |
| GTA-IB GOLF RESORT, LLC, Manager of GTA-IB  Condominium, LLC   |
|                                                           |
| GOLF TRUST OF AMERICA, LP, Manager of GTA-IB Golf  Resort, LLC |
| BY:                                                            |   | GTA, GP, INC., ITS GENERAL PARTNER |
|                                                           |   |   |
| By:                                                            |   | /s/ R. Keith Wilt |   |
|                                                           |   | R. Keith Wilt, Vice President |
|                                                           |   | GTA, GP, INC. |
|                                                                |  |  |  |  |  |

 

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| LENDER:      |
|--------------|
|         |
| PATRIOT BANK |
|         |
| X            |   | /s/ Karyn J Mahorney |   |
|         |   | Karyn J Mahorney, VICE PRESIDENT |

 

**FloridaDocumentary Stamp Tax**

**Floridadocumentary stamp tax in the amount required by law has been paid with respectto this Note on the Mortgage and Assignment of Rents securing this Note.**

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