<PAGE>

                               FIRST AMENDMENT
                                    TO THE
                          FIRST AMENDED AND RESTATED
                      AGREEMENT OF LIMITED PARTNERSHIP OF
                          GOLF TRUST OF AMERICA, L.P.


                      February 1, 1998


     This First Amendment to the First Amended and Restated Agreement of
Limited Partnership of Golf Trust of America, L.P. (this "First Amendment")
is dated as of February 1, 1998 and amends the First Amended and Restated
Agreement of Limited Partnership of Golf Trust of America, L.P., dated as of
February 12, 1997 (the "Partnership Agreement") by and among GTA GP, Inc., a
Maryland corporation (in its capacity as general partner, the "General
Partner"), and each of the Limited Partners signatory thereto.  The General
Partner, with the consent of the Limited Partners signatory hereto (together
with the General Partner, the "Parties"), issues this First Amendment
pursuant to Section 11.01 of the Partnership Agreement.  Capitalized terms
used, but not defined, in this First Amendment shall have the meanings set
forth in the Partnership Agreement.

     THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts,
understandings and intentions:

     (i)    As of the dated hereof, there are 4,867,272 Partnership Units
("OP Units") outstanding held by Limited Partners other than GTA LP.

     (ii)   The Limited Partners signatory hereto hold in the aggregate
3,738,556 OP Units, which number is at least two-thirds (2/3) of the
outstanding OP Units referred to in paragraph (i), above.

     (iii)  The Parties desire to amend the Partnership Agreement to clarify
the date on which Redemption Right of newly issued OP Units is first
exercisable, to simplify the creation of additional classes of OP Units, to
simplify the process by which the Partnership commits to maintain
indebtedness for the benefit of certain Limited Partners, and to clarify the
distributions payable to GTA GP and GTA LP on newly issued OP Units.

     NOW THEREFORE WITNESSETH, the Parties do hereby agree as follows:

     SECTION A.  ADDITIONAL CLASSES OF OP UNITS.  Section 4.02 of the
Partnership Agreement is hereby amended by adding the following Section
4.02(a)(iii):


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<PAGE>

          (iii)  Description of Additional Classes or Series.  The General
     Partner shall record on EXHIBIT D the name of any additional class or
     series of Partnership Interests together with the terms and
     conditions, designations, preferences and relative, participating,
     optional or other special rights, powers and duties (collectively,
     together with all associated provisions, "Rights and Duties") of the
     holders thereof.  In the event of any conflict between (A) the Rights
     and Duties of an additional class of Partnership Interests
     established pursuant to this Section 4.02 and recorded in EXHIBIT D
     and (B) the Rights and Duties of Limited Partners generally under
     this Agreement, EXHIBIT D shall govern the Rights and Duties of such
     additional class of Limited Partner.

     SECTION B.  MAINTENANCE OF INDEBTEDNESS.  Section 6.11 of the Partnership
Agreement is hereby amended in its entirety to read as follows:

          6.11   MAINTENANCE OF INDEBTEDNESS.  The General Partner may
     commit the Partnership to maintain such amount of indebtedness for
     such period of time for the benefit of any Limited Partner as it
     shall determine in its sole and absolute discretion without the
     consent of any Limited Partner.  The General Partner may record such
     commitment on EXHIBIT E or in a separate agreement and may provide
     that such commitment may not be amended or rescinded without the
     consent of the Limited Partner for whose benefit the commitment is
     made.

     SECTION C.  DISTRIBUTIONS TO GTA GP AND GTA LP ON CERTAIN NEWLY ACQUIRED
PARTNERSHIP UNITS.  Section 5.02 of the Partnership Agreement is hereby amended
by adding the following Section 5.02(c):

               (c)  Notwithstanding the proviso of Section 5.02(a), the
     cash distribution payable to GTA GP and GTA LP in respect of
     Partnership Interests corresponding to newly issued REIT Shares (as
     contemplated by to Section 4.02(a)(ii)) shall not be reduced if such
     reduction would cause the distribution on such Partnership Interests
     to be less than the aggregate dividends payable by the Company on
     such REIT Shares.

     SECTION D.  EXERCISE OF REDEMPTION RIGHTS.

     1.   The first sentence of Section 8.05 of the Partnership Agreement is
hereby amended in its entirety to read as follows:

                 (a)  Subject to Sections 8.05(b)-(h), on or after the
     date which is the later of (i) one (1) year after the Effective Date
     with respect to such Partnership Units or (ii) such date as shall be
     agreed to by such


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<PAGE>

     Limited Partner prior to the issuance of such Partnership Units and set
     forth by the General Partner on EXHIBIT F, each Limited Partner (other
     than GTA LP) shall have the right (the "Redemption Right") to require
     the Partnership to redeem on a Specified Redemption Date all or a
     portion of the Partnership Units held by such Limited Partner at a
     redemption price equal to and in the form of the Redemption Amount;
     provided that if any REIT Shares are to be issued, either their issuance
     shall have been registered pursuant to a registration statement declared
     effective under the Securities Act of 1933, as amended (the "Securities
     Act") or their resale by such Limited Partner shall have been registered
     pursuant to such a registration statement.

     2.   The definition of "Effective Date" in Article I of the Partnership
Agreement is hereby amended in its entirety to read as follows:

          "EFFECTIVE DATE", for purposes of Section 8.05 only, means for
     any given Partnership Unit the date on which such Partnership Unit
     was initially issued by the Partnership, and otherwise means the date
     of the closing of the Initial Offering.

     SECTION E.  EXHIBITS.  The Partnership Agreement is hereby amended by
adding the following exhibits after Exhibit C:

     1.   Exhibit D, entitled "Additional Classes and Series of Partnership
Interest."  Exhibit D shall initially include the following entry:

          a.   ADDITIONAL CLASS OF PARTNERSHIP INTERESTS.  There is hereby
     created Class B Limited Partnership Interests in the Partnership.
     The Class B Limited Partnership Interests shall have the same
     redemption rights as set forth in Section 8.05 of the Partnership
     Agreement.  Class B Limited Partnership Units shall not be entitled
     to any distributions of cash as set forth in Section 5.02 of the
     Partnership Agreement.  No income or losses shall be allocated to the
     holders of the Class B Limited Partnership Units.

     2.   Exhibit E, entitled "Maintenance of Indebtedness."    Exhibit E shall
initially include the following entry:

          1.   NORTHGATE.  In addition to any other indebtedness
     outstanding pursuant to Section 6.11 of this Agreement, for a period
     of ten years following February 12, 1997, the Partnership shall
     maintain indebtedness (the "Required Northgate Indebtedness") in an
     amount equal to the lesser of approximately:  (A) $4,300,000 or (B)
     the aggregate negative capital account balances of the contributor of
     Northgate Country


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<PAGE>

     Club (the "Northgate Partner") at the time of the contribution of such
     Golf Course (the "Initial Northgate Negative Capital Account"); and the
     Northgate Partner shall be permitted to guaranty such indebtedness.  The
     Required Northgate Indebtedness shall be reduced to the extent that the
     Northgate Partner (or its partners, if the Northgate Partner distributes
     its Partnership Units to its partners) redeem in whole or in part, their
     Partnership Units in exchange for REIT Shares, redeem their Partnership
     Units in full for cash or otherwise dispose of their Partnership Units
     or dies (the Partnership Units that are so redeemed, disposed of, or
     held by transferees of deceased holders are referred to as "Northgate
     Stepped-Up Basis Units").  In such a case, the Required Northgate
     Indebtedness shall be reduced by an amount equal to the original
     Required Northgate Indebtedness prior to any reduction multiplied by a
     fraction equal to (i) the Initial Northgate Negative Capital Account,
     minus the aggregate negative capital account balances associated with
     the Northgate Stepped-Up Basis Units redeemed or transferred immediately
     prior to the reduction of the Required Northgate Indebtedness, divided
     by (ii) the Initial Northgate Negative Capital Account.  If the
     Partnership fails to maintain such level of debt, then the Partnership
     shall pay to the Northgate Partner (or its partners, if the Northgate
     Partner distributes its Partnership Units to its partners) the amount of
     federal and state income taxes (together with interest and penalties) of
     that Partner, which are associated with the reduction in debt.  To the
     extent at the end of the ten (10) year period the Partnership has debt
     not otherwise guaranteed, the Partnership, to the extent permitted by
     the lender, will permit the Northgate Partner (or its partners, if the
     Northgate Partner distributes its Partnership Units to its partners) to
     guarantee such debt (or to enter into reimbursement agreements with the
     Partnership or any Affiliate of the Partnership to whom such debt is
     recourse, if any); provided, however, that nothing contained herein
     shall prevent the Partnership or any such affiliate from incurring,
     retiring, repaying, or prepaying such debt at any time after such ten
     year period.

          2.   EMERALD DUNES.  In addition to any other indebtedness
     outstanding pursuant to Section 6.11 of the Agreement, for a period
     of ten years following February 1, 1998, the Partnership shall
     maintain indebtedness (the "Required Emerald Dunes Indebtedness") in
     an amount equal to the lesser of approximately: (A) $13,000,000 or
     (B) the aggregate negative capital account balances of the
     contributor of Emerald Dunes (the "Emerald Dunes Partner") at the
     time of the contribution of such Golf Course (the "Initial Emerald
     Dunes Negative Capital Account").  The Required Emerald Dunes
     Indebtedness may be reduced to the extent that: (i) such reduction is
     required pursuant to the terms of the loan documents evidencing the
     Required Emerald Dunes Indebtedness as of February 1,


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<PAGE>

     1998; or (ii) the Emerald Dunes Partner redeems in whole or in part, its
     Partnership Units in exchange for REIT Shares, redeems its Partnership
     Units or otherwise disposes of its Partnership Units (the Partnership
     Units that are so redeemed, or disposed of are referred to as "Emerald
     Dunes Stepped-Up Basis Units").  In such a case, the Required Emerald
     Dunes Indebtedness may be reduced by an amount equal to the original
     Required Emerald Dunes Indebtedness prior to any reduction multiplied by
     a fraction equal to (i) the Initial Emerald Dunes Negative Capital
     Account, minus the aggregate negative capital account balances
     associated with the Emerald Dunes Stepped-Up Basis Units redeemed or
     transferred immediately prior to the reduction of the Required Emerald
     Dunes Indebtedness, divided by (ii) the Initial Emerald Dunes Negative
     Capital Account.  The Partnership shall also take no action which would
     cause the Required Emerald Dunes Indebtedness to be recharacterized as a
     "recourse liability" (rather than a "nonrecourse liability") pursuant to
     Section 752 of the Code and the Treasury Regulations promulgated
     thereunder.  If the Partnership fails to maintain such level of the
     Required Emerald Dunes Indebtedness or causes such debt to be
     recharacterized as a recourse liability, as aforesaid, then the
     Partnership shall pay to the Emerald Dunes Partner the amount of federal
     and state income taxes (together with interest and penalties) of that
     Partner, which are associated with such reduction or recharacterization
     or the Required Emerald Dunes Indebtedness.  To the extent that, at the
     end of the ten (10) year period the Partnership has debt not otherwise
     guaranteed, the Partnership, to the extent permitted by the lender, will
     permit the Emerald Dunes Partner (at its option) to guarantee such debt
     (or to enter into reimbursement agreements with the Partnership or any
     Affiliate of the Partnership to whom such debt is recourse, if any);
     provided, however, that nothing contained herein shall prevent the
     Partnership or any such affiliate from incurring, retiring, repaying or
     prepaying the Required Emerald Dunes Indebtedness at any time after such
     ten year period.

     3.   Exhibit F, entitled "Schedule of Dates on which Certain Limited
Partners may first exercise their Redemption Right of certain Partnership
Units." Exhibit F shall initially include the following entries:

<TABLE>
<CAPTION>

     Name and address of partners       Partnership units issued      Redemption Date
     ----------------------------       ------------------------      ---------------
     <S>                                       <C>                    <C>
     Golf Legends Ltd., Inc.                   1,532,352              2/12/98*
     Seaside Resorts Ltd., Inc.                  806,456              2/12/98*
     Heritage Golf Club, Ltd., Inc.              801,561              2/12/98*
     Legends of Virginia LC                      598,187              2/12/98*
     Northgate                                   189,854              2/12/98
     Olde Atlanta Golf Club
       Limited Partnership                        72,246              2/12/98


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<PAGE>

     Bright's Creek
       Development Company, LLC                  105,950              2/12/98
     David J. Dick                                12,500              2/12/98*
     W. Bradley Blair, II                         12,500              2/12/98*
     James Hoppenrath                              3,750              2/12/98
     Golf Host Resorts, Inc.                     274,039              2/12/98
     John J. Rainieri, Sr.
       Betty Rainieri
       Raintree Country Club, Inc.               121,529              2/12/98
     Eagle Watch Golf Club
       Limited Partnership                        70,158              9/30/98
     Properties of the Country, Inc.              19,231              10/17/98
     Granite Golf Group, Inc.                     24,424              11/25/98
     Stonehenge Golf Development, LLC            169,811              12/19/98
     Mystic Creek Golf Club,
       Limited Partnership                        52,724              1/16/99
     Okeechobee Championship Golf, Inc.          227,526              2/1/99

</TABLE>

     *  Additionally, at the IPO, Messrs. Young, Blair and Dick entered
     into lock-Up agreements with the underwriters to the effect that
     neither they, nor any of their affiliates, may dispose of any
     securities "convertible into, exercisable for or exchangeable for
     shares of Common Stock" without the prior written consent of
     Robertson, Stephens & Company LLC for 30 months after February 6,
     1997; PROVIDED that up to 50% of such securities may be disposed of
     beginning 18 months after February 6, 1997.

     4.   Each such exhibit may be revised by the General Partner according to
the terms of the Partnership Agreement, as amended.  Notwithstanding the
foregoing, none of such exhibits may be amended with respect to a Limited
Partner (e.g. by changing the date on which a Limited Partner's OP Units may be
redeemed pursuant to EXHIBIT F or changing the Partnership's commitment to
maintain a certain level of indebtedness pursuant to EXHIBIT E) absent the
written consent of such Limited Partner.

     SECTION F.  MISCELLANEOUS.  This First Amendment may be executed in one or
more counterparts, each of which shall, for all purposes, be deemed an original
and all of such counterparts, taken together, shall constitute one and the same
agreement.

     IN WITNESS WHEREOF, the Parties have caused this First Amendment to be
executed as of the date first written above.

                    General Partner

                    GTA GP, INC.,
                    A MARYLAND CORPORATION

                   [signature page follows]


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<PAGE>


                    By: /s/ W. Bradley Blair, II
                       -----------------------------------
                    Its: President and CEO


                    Limited Partners

                    GOLF LEGENDS, LTD.,
                    A SOUTH CAROLINA CORPORATION


                    By: /s/ Larry D. Young
                       -----------------------------------
                    Name: Larry D. Young
                         ---------------------------------
                    Its: President
                        ----------------------------------

                    HERITAGE GOLF CLUB, LTD.,
                    A SOUTH CAROLINA CORPORATION


                    By: /s/ Larry D. Young
                       -----------------------------------
                    Name: Larry D. Young
                         ---------------------------------
                    Its: President
                        ----------------------------------

                    SEASIDE RESORTS, LTD.,
                    A NORTH CAROLINA CORPORATION


                    By: /s/ Larry D. Young
                       -----------------------------------
                    Name: Larry D. Young
                         ---------------------------------
                    Its: President
                        ----------------------------------


                    LEGENDS OF VIRGINIA, LC
                    A VIRGINIA LIMITED LIABILITY COMPANY


                    By: /s/ Larry D. Young
                       -----------------------------------
                    Name: Larry D. Young
                         ---------------------------------
                    Its: Manager
                        ----------------------------------



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