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                                      L E A S E

                             GOLF TRUST OF AMERICA, L.P.

                                       LANDLORD

                                         AND


                   LOST OAKS, L.P., A DELAWARE LIMITED PARTNERSHIP

                                        TENANT


                             DATED AS OF OCTOBER 3, 1997





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

<PAGE>

                                  TABLE OF CONTENTS



                                                                            PAGE
<TABLE>
<CAPTION>
<S>                                                                         <C>
ARTICLE 1
LEASED PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

ARTICLE 2
DEFINITIONS, RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . .     2
     2.1   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .     2

ARTICLE 3
TERM   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
     3.1   INITIAL TERM. . . . . . . . . . . . . . . . . . . . . . . . . .    14
     3.2   EXTENSION OPTIONS . . . . . . . . . . . . . . . . . . . . . . .    15
     3.3   RIGHT OF FIRST OFFER TO LEASE . . . . . . . . . . . . . . . . .    15

ARTICLE 4
RENT   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
     4.1   RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
     4.2   INCREASE IN INITIAL BASE RENT . . . . . . . . . . . . . . . . .    16
     4.3   PERCENTAGE RENT . . . . . . . . . . . . . . . . . . . . . . . .    16
     4.4   ANNUAL RECONCILIATION OF PERCENTAGE RENT. . . . . . . . . . . .    17
     4.5   INCREASE IN BASE RENT FOLLOWING CONVERSION DATE . . . . . . . .    17
     4.6   RECORD-KEEPING. . . . . . . . . . . . . . . . . . . . . . . . .    17
     4.7   ADDITIONAL CHARGES. . . . . . . . . . . . . . . . . . . . . . .    17
     4.8   LATE PAYMENT OF RENT. . . . . . . . . . . . . . . . . . . . . .    18
     4.9   NET LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
     4.10  ALLOCATION OF REVENUES. . . . . . . . . . . . . . . . . . . . .    18

ARTICLE 5
SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
     5.1   PLEDGE OF STOCK OPTIONS, STOCK AND OWNERS SHARES. . . . . . . .    19
     5.2   OBLIGATION TO WITHHOLD DISTRIBUTIONS. . . . . . . . . . . . . .    19
     5.3   PLEDGE OF STOCK FOR CONDOMINIUMS. . . . . . . . . . . . . . . .    19
     5.4   LANDLORD'S LIEN . . . . . . . . . . . . . . . . . . . . . . . .    19
     5.5   RENTAL POOL . . . . . . . . . . . . . . . . . . . . . . . . . .    20
     5.6   PARTIAL RELEASE . . . . . . . . . . . . . . . . . . . . . . . .    20

ARTICLE 6
IMPOSITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
     6.1   PAYMENT OF IMPOSITIONS. . . . . . . . . . . . . . . . . . . . .    20
     6.2   INFORMATION AND REPORTING . . . . . . . . . . . . . . . . . . .    20
     6.3   REFUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21

<PAGE>

     6.4   UTILITY CHARGES . . . . . . . . . . . . . . . . . . . . . . . .    21
     6.5   ASSESSMENT DISTRICTS. . . . . . . . . . . . . . . . . . . . . .    21

ARTICLE 7
TENANT WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
     7.1   NO TERMINATION, ABATEMENT, ETC. . . . . . . . . . . . . . . . .    21
     7.2   CONDITION OF THE PROPERTY . . . . . . . . . . . . . . . . . . .    22

ARTICLE 8
OWNERSHIP OF TANGIBLE PERSONAL PROPERTY. . . . . . . . . . . . . . . . . .    23
     8.1   PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
     8.2   TENANT'S PERSONAL PROPERTY. . . . . . . . . . . . . . . . . . .    24
     8.3   TENANT'S OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . .    24
     8.4   LANDLORD'S WAIVERS. . . . . . . . . . . . . . . . . . . . . . .    24

ARTICLE 9
USE OF PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
     9.1   USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
     9.2   SPECIFIC PROHIBITED USES. . . . . . . . . . . . . . . . . . . .    25
     9.3   MEMBERSHIP SALES. . . . . . . . . . . . . . . . . . . . . . . .    25
     9.4   LANDLORD TO GRANT EASEMENTS, ETC. . . . . . . . . . . . . . . .    25
     9.6   VALUATION OF REMAINDER INTEREST IN LEASE. . . . . . . . . . . .    26

ARTICLE 10
HAZARDOUS MATERIALS. . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
     10.1  Intentionally Deleted . . . . . . . . . . . . . . . . . . . . .    26
     10.2  Intentionally Deleted . . . . . . . . . . . . . . . . . . . . .    26
     10.3  Intentionally Deleted . . . . . . . . . . . . . . . . . . . . .    26
     10.4  Intentionally Deleted . . . . . . . . . . . . . . . . . . . . .    26
     10.5  Intentionally Deleted . . . . . . . . . . . . . . . . . . . . .    26
     10.6  REMEDIATION . . . . . . . . . . . . . . . . . . . . . . . . . .    26
     10.7  TENANT'S INDEMNIFICATION OF LANDLORD. . . . . . . . . . . . . .    27
     10.8  SURVIVAL OF INDEMNIFICATION OBLIGATIONS . . . . . . . . . . . .    28
     10.9  ENVIRONMENTAL VIOLATIONS AT EXPIRATION OR TERMINATION OF LEASE.    28
     10.10 ENVIRONMENTAL STATEMENTS. . . . . . . . . . . . . . . . . . . .    28

ARTICLE 11
MAINTENANCE AND REPAIR . . . . . . . . . . . . . . . . . . . . . . . . . .    28
     11.1  TENANT'S OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . .    28
     11.2  WAIVER OF STATUTORY OBLIGATIONS . . . . . . . . . . . . . . . .    29
     11.3  MECHANIC'S LIENS. . . . . . . . . . . . . . . . . . . . . . . .    30
     11.4  SURRENDER OF PROPERTY . . . . . . . . . . . . . . . . . . . . .    30

ARTICLE 12
TENANT IMPROVEMENTS; SUBMITTAL OF BUDGETS; FINANCIAL
STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30


                                         (ii)
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     12.1  TENANT'S RIGHT TO CONSTRUCT . . . . . . . . . . . . . . . . . .    30
     12.2  SCOPE OF RIGHT. . . . . . . . . . . . . . . . . . . . . . . . .    31
     12.3  COOPERATION OF LANDLORD . . . . . . . . . . . . . . . . . . . .    31
     12.4  CAPITAL REPLACEMENT FUND. . . . . . . . . . . . . . . . . . . .    32
     12.5  RIGHTS IN TENANT IMPROVEMENTS . . . . . . . . . . . . . . . . .    32
     12.6  LANDLORD'S RIGHT TO AUDIT CALCULATION OF GROSS GOLF REVENUE . .    33
     12.7  ANNUAL BUDGET . . . . . . . . . . . . . . . . . . . . . . . . .    33
     12.8  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . .    35
     12.9  LANDLORD IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . .    36

ARTICLE 13
LIENS, ENCROACHMENTS AND OTHER TITLE MATTERS . . . . . . . . . . . . . . .    36
     13.1  LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
     13.2  ENCROACHMENTS AND OTHER TITLE MATTERS . . . . . . . . . . . . .    37

ARTICLE 14
PERMITTED CONTESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
     14.1  AUTHORIZATION . . . . . . . . . . . . . . . . . . . . . . . . .    38
     14.2  INDEMNIFICATION OF LANDLORD . . . . . . . . . . . . . . . . . .    39

ARTICLE 15
INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
     15.1  GENERAL INSURANCE REQUIREMENTS. . . . . . . . . . . . . . . . .    39
     15.2  OTHER INSURANCE . . . . . . . . . . . . . . . . . . . . . . . .    40
     15.3  REPLACEMENT COST. . . . . . . . . . . . . . . . . . . . . . . .    40
     15.4  WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . .    41
     15.5  FORM SATISFACTORY, ETC. . . . . . . . . . . . . . . . . . . . .    41
     15.6  CHANGE IN LIMITS. . . . . . . . . . . . . . . . . . . . . . . .    41
     15.7  BLANKET POLICY. . . . . . . . . . . . . . . . . . . . . . . . .    42
     15.8  INSURANCE PROCEEDS. . . . . . . . . . . . . . . . . . . . . . .    42
     15.9  DISBURSEMENT OF PROCEEDS. . . . . . . . . . . . . . . . . . . .    42
     15.10 EXCESS PROCEEDS, DEFICIENCY OF PROCEEDS . . . . . . . . . . . .    43
     15.11 RECONSTRUCTION COVERED BY INSURANCE . . . . . . . . . . . . . .    44
     15.12 RECONSTRUCTION NOT COVERED BY INSURANCE . . . . . . . . . . . .    44
     15.13 NO ABATEMENT OF RENT. . . . . . . . . . . . . . . . . . . . . .    44
     15.14 WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
     15.15 DAMAGE NEAR END OF TERM . . . . . . . . . . . . . . . . . . . .    45

ARTICLE 16
CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
     16.1  TOTAL TAKING. . . . . . . . . . . . . . . . . . . . . . . . . .    45
     16.3  RESTORATION . . . . . . . . . . . . . . . . . . . . . . . . . .    45
     16.4  AWARD-DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . .    46
     16.5  TEMPORARY TAKING. . . . . . . . . . . . . . . . . . . . . . . .    46


                                        (iii)
<PAGE>

 17
EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
     17.1  EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . .    46
     17.2  PAYMENT OF COSTS. . . . . . . . . . . . . . . . . . . . . . . .    48
     17.3  CERTAIN REMEDIES. . . . . . . . . . . . . . . . . . . . . . . .    48
     17.4  DAMAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
     17.5  ADDITIONAL REMEDIES . . . . . . . . . . . . . . . . . . . . . .    50
     17.6  APPOINTMENT OF RECEIVER . . . . . . . . . . . . . . . . . . . .    50
     17.7  WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
     17.8  APPLICATION OF FUNDS. . . . . . . . . . . . . . . . . . . . . .    50
     17.9  IMPOUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . .    50

ARTICLE 18
LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT. . . . . . . . . . . . . . . . .    50

ARTICLE 19
LEGAL REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51

ARTICLE 20
HOLDING OVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51


ARTICLE 21
RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52

ARTICLE 22
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52
     22.1  TENANT'S INDEMNIFICATION OF LANDLORD. . . . . . . . . . . . . .    52
     22.2  LANDLORD'S INDEMNIFICATION OF TENANT. . . . . . . . . . . . . .    53
     22.3  MECHANICS OF INDEMNIFICATION. . . . . . . . . . . . . . . . . .    53
     22.4  SURVIVAL OF INDEMNIFICATION OBLIGATIONS;
           AVAILABLE INSURANCE PROCEEDS. . . . . . . . . . . . . . . . . .    54

ARTICLE 23
SUBLETTING AND ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . .    54
     23.1  PROHIBITION AGAINST ASSIGNMENT. . . . . . . . . . . . . . . . .    54
     23.2  SUBLEASES . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
     23.3  TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
     23.4  REIT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . . .    56
     23.5  RIGHT OF FIRST  . . . . . . . . . . . . . . . . . . . . . . . .    56
     23.6  BANKRUPTCY LIMITATIONS. . . . . . . . . . . . . . . . . . . . .    57
     23.7  MANAGEMENT AGREEMENT. . . . . . . . . . . . . . . . . . . . . .    59

ARTICLE 24
OFFICER'S CERTIFICATES AND OTHER STATEMENTS. . . . . . . . . . . . . . . .    59
     24.1  OFFICER'S CERTIFICATES. . . . . . . . . . . . . . . . . . . . .    59
     24.2  ENVIRONMENTAL STATEMENTS. . . . . . . . . . . . . . . . . . . .    59


                                         (iv)
<PAGE>

ARTICLE 25
LANDLORD MORTGAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
     25.1  LANDLORD MAY GRANT LIENS. . . . . . . . . . . . . . . . . . . .    60
     25.2  TENANT'S NON-DISTURBANCE RIGHTS . . . . . . . . . . . . . . . .    60
     25.3  FACILITY MORTGAGE PROTECTION. . . . . . . . . . . . . . . . . .    60

ARTICLE 26
SALE OF FEE INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
     26.1  RIGHT OF FIRST OFFER TO PURCHASE. . . . . . . . . . . . . . . .    61
     26.2  CONVEYANCE BY LANDLORD. . . . . . . . . . . . . . . . . . . . .    61

ARTICLE 27
ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
     27.1  ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . .    62
     27.2  ARBITRATION PROCEDURES. . . . . . . . . . . . . . . . . . . . .    62

ARTICLE 28

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
     28.1  LANDLORD'S RIGHT TO INSPECT . . . . . . . . . . . . . . . . . .    62
     28.2  BREACH BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . .    63
     28.3  COMPETITION BETWEEN LANDLORD AND TENANT . . . . . . . . . . . .    63
     28.4  NO WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
     28.5  REMEDIES CUMULATIVE . . . . . . . . . . . . . . . . . . . . . .    63
     28.6  ACCEPTANCE OF SURRENDER . . . . . . . . . . . . . . . . . . . .    63
     28.7  NO MERGER OF TITLE. . . . . . . . . . . . . . . . . . . . . . .    64
     28.8  QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . .    64
     28.9  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . .    64
     28.10 SURVIVAL OF CLAIMS. . . . . . . . . . . . . . . . . . . . . . .    65
     28.11 INVALIDITY OF TERMS OR PROVISIONS . . . . . . . . . . . . . . .    65
     28.12 PROHIBITION AGAINST USURY . . . . . . . . . . . . . . . . . . .    65
     28.13 AMENDMENTS TO LEASE . . . . . . . . . . . . . . . . . . . . . .    65
     28.14 SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . .    65
     28.15 TITLES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
     28.16 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . .    65
     28.17 MEMORANDUM OF LEASE . . . . . . . . . . . . . . . . . . . . . .    65
     28.18 ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . . . . . .    65
     28.19 NON-RECOURSE AS TO LANDLORD AND TENANT. . . . . . . . . . . . .    66
     28.20 NO RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . . .    67
     28.21 RELETTING . . . . . . . . . . . . . . . . . . . . . . . . . . .    67
     28.22 LANDLORD'S DETERMINATION OF FACTS . . . . . . . . . . . . . . .    67
     28.23 TIME IS OF THE ESSENCE. . . . . . . . . . . . . . . . . . . . .    68
</TABLE>

                                         (v)
<PAGE>

Exhibits

Exhibit A -    Legal Description of the Land
Exhibit B -    Schedule of Improvements
Exhibit C -    Other Leased Property
Exhibit D -    Pledge Agreement
Exhibit E -    Intentionally Deleted
Exhibit F -    Calculation of Gross Golf Revenue for the Base Year by Quarter
Exhibit G -    Stock Options Pledge Agreement
Exhibit H -    Disbursement Procedures
Exhibit I -    Additional Pledge Agreement
Exhibit J -    Tarpon Woods Capital Improvement Budget
Exhibit K -    Contingent Contribution Formula


                                         (vi)
<PAGE>

                                        LEASE



          THIS LEASE (this "Lease"), dated as of October 3, 1997, is entered
into by and between GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership
("Landlord"), and LOST OAKS, L.P., a Delaware limited partnership ("Tenant").

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

          A.   Pursuant to that certain Purchase and Sale Agreement (the
"Agreement") dated as of August 31, 1997 by and between Landlord and Lost Oaks,
L.P., a Delaware limited partnership ("Transferor"), Transferor transferred to
Landlord all of its right, title and interest in and to the Property (as
hereafter defined); and

          B.   Tenant, desires to lease the Property from Landlord, and Landlord
desires to lease the Property to Tenant, on the terms set forth herein.

          NOW THEREFORE, in consideration of the foregoing and the covenants and
agreements to be performed by Tenant and Landlord hereunder, and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

                                     ARTICLE 1
                                  LEASED PROPERTY

          Upon and subject to the terms and conditions set forth in this Lease,
Landlord leases to Tenant and Tenant leases from Landlord the following real
property, improvements, personal property and related rights (collectively the
"Property"):

          (a)  the Land;

          (b)  the Improvements;

          (c)  all rights, privileges, easements and appurtenances to the Land
and the Improvements, if any, including, without limitation, all of Landlord's
right, title and interest, if any, in and to all mineral and water rights and
all easements, rights-of-way and other appurtenances used or connected with the
beneficial use or enjoyment of the Land and the Improvements;

          (d)  the Tangible Personal Property; and


                                          1
<PAGE>

          (e)  the Intangible Personal Property.

                                     ARTICLE 2
                         DEFINITIONS, RULES OF CONSTRUCTION

          2.1  DEFINITIONS. The following terms shall have the indicated
meanings:

          "AAA" has the meaning provided in Section 27.1.

          "ACTUAL PECUNIARY LOSS" has the meaning provided in Section 23.6.

          "ADDITIONAL COLLATERAL" means the Pledged Stock Options, the Pledged
Owners Shares, if any, and the cash held by Landlord from the rental pool from
the Innisbrook Condominiums owned by Tenant or any Affiliate of Tenant.

          "ADDITIONAL CHARGES" has the meaning provided in Section 4.7.

          "ADDITIONAL PLEDGE AGREEMENT" means that certain pledge agreement, by
and between Golf Hosts, Inc. and Landlord, in the form attached hereto as
Exhibit I.

          "ADJUSTED NET OPERATING INCOME" shall have the meaning set forth in
EXHIBIT K of the Agreement.

          "ADVISORY ASSOCIATION" means that certain association of lessees
operating golf courses under a lease with Landlord or any Affiliate of Landlord.

          "AFFILIATE" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person.

          "AGREEMENT" has the meaning provided in Recital A.

          "ANNUAL BASE RENT" means the Initial Base Rent, as it may be adjusted
annually as provided in Section 4.2.

          "ANNUAL BUDGET" has the meaning provided in Section 12.7.

          "AUTHORIZATIONS" means all material licenses, permits and approvals
required by any governmental or quasi-governmental agency, body or officer for
the ownership, operation and use of the Property or any part thereof.

          "AWARD" means all compensation, sums or anything of value awarded,
paid or received on a total or partial Condemnation.


                                          2
<PAGE>

          "BANKRUPTCY CODE" has the meaning provided in Section 23.6.

          "BANKRUPTCY EVENT OF DEFAULT" means any Event of Default described in
Section 17.1(c), (d) or (e).

          "BASE RENT" means one-twelfth of the Annual Base Rent.

          "BASE RENT ESCALATOR" has the meaning provided in Section 4.2.

          "BASE YEAR" means the twelve (12) month period from July 1, 1996
through June 30, 1997; provided, however, that the Base Year shall refer to the
calendar year immediately preceding the Conversion Date if the Base Rent is
increased as provided in Section 4.5.  A quarter-by-quarter calculation of Gross
Golf Revenue in the Base Year is attached hereto as EXHIBIT F.

          "BORROWER" means the Borrower under the Innisbrook Loan Agreement.

          "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which national banks in the City of New York, New
York, are authorized, or obligated, by law or executive order, to close.

          "CAPITAL BUDGET" has the meaning provided in Section 12.7.

          "CAPITAL EXPENDITURES" means expenditures that are properly
capitalized under GAAP.

          "CAPITAL REPLACEMENT FUND" means the amount of the Capital Replacement
Reserve, together with interest thereon as provided in Section 12.4, less
amounts withdrawn from the Capital Replacement Fund as provided in Section 12.4

          "CAPITAL REPLACEMENT RESERVE" means an amount equal to the greater of
$52,494 or 3% of each Fiscal Quarter's Gross Golf Revenue, to be accrued
quarterly by Landlord commencing on October 1, 1998 as part of the Capital
Replacement Fund, as provided in Section 12.4 hereof, based on the Officer's
Certificate.

          "CHANGE OF CONTROL" means:

          (a) the issuance and/or sale by Tenant or the sale by any stockholder
or partner of Tenant of a Controlling interest in Tenant to a Person other than
to a Person that is an Affiliate of Tenant as of the date hereof which shall
include spouses and lineal descendants of any stockholder of Tenant as well as
any trusts created for estate planning purposes when such stockholder and/or
spouses and lineal descendants are beneficiaries;


                                          3
<PAGE>

          (b) the sale, conveyance or other transfer of all or substantially all
of the assets of Tenant (whether by operation of law or otherwise) other than to
a Person who is an Affiliate of Tenant;

          (c) any other transaction, or series of transactions, which results in
the shareholders or partners who control Tenant as of the date hereof no longer
having Control of Tenant; or

          (d) any transaction pursuant to which Tenant is merged with or
consolidated into another entity (other than an entity owned and Controlled by
an Affiliate of Tenant), and Tenant is not the surviving entity.

          Notwithstanding the foregoing, a Change of Control shall not be deemed
to have occurred for purposes of this Lease if the shareholders or partners who
Control Tenant as of the date hereof remain in Control of Tenant through an
agreement or equity interest.

          "CODE" means the Internal Revenue Code of 1986, as the same may be
amended or supplemented, and the rules and regulations promulgated thereunder.

          "COMMENCEMENT DATE" means October 3, 1997.

          "COMPANY" means GTA, Inc. and any subsidiaries thereof, including,
without limitation, GTA LP and GTA GP.

          "CONDEMNATION" means (a) the exercise of any governmental power,
whether by legal proceedings or otherwise, by a Condemnor, and (b) a voluntary
sale or transfer by Landlord to any Condemnor, either under threat of
condemnation or while legal proceedings for condemnation are pending.

          "CONDEMNOR" means any public or quasi-public authority, or private
corporation or individual, having the power of condemnation.

          "CONTINGENT CONSIDERATION" shall have the meaning set forth in
Exhibit K hereto.

          "CONTROL" means (including, with correlative meanings, the terms
"controlling" and "controlled by"), as applied to any Person, the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting
securities, by contract or otherwise.

          "CONVERSION DATE" shall have the same meaning set forth in Exhibit K
hereto.


                                          4
<PAGE>

          "CONVERSION OPTION" means Tenant's option to elect to receive, in
exchange for the Contingent Consideration, an additional number of Owner's
Shares in the Partnership, as computed in accordance with EXHIBIT K.

          "CPI" means the United States Consumer Price Index, All Urban
Consumers, U.S. City Average, All Items (1982-84 = 100).

          "DATE OF TAKING" means the date the Condemnor has the right to
possession of the property being condemned.

          "DEBT SERVICE" means all interest and principal payable under the
Innisbrook Loan and all Rent payable under this Lease.

          "ENVIRONMENTAL LAWS" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et
seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the
Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section 1801, et
seq.; the Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499
and 99-563; the Occupational Safety and Health Act of 1970, as amended, 29
U.S.C. Section 651, et seq.; the Clean Air Act, as amended, 42 U.S.C. Section
7401, et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. Section 201,
et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section
1251, et seq.; and all federal, state and local environmental health and safety
statutes, ordinance, codes, rules, regulations, orders and decrees regulating,
relating to or imposing liability or standards concerning or in connection with
Hazardous Materials.

          "EVENT OF DEFAULT" has the meaning provided in Section 17.1.

          "EXPIRATION DATE" means December 31, 2007, as such date may be
extended by the Extended Terms.

          "EXTENDED TERM" has the meaning provided in Section 3.2.

          "FACILITY MORTGAGE" means a mortgage, deed of trust or other security
agreement securing any indebtedness or any other Landlord's Encumbrance placed
on the Property in accordance with the provisions of Article 25.

          "FACILITY MORTGAGEE" means the holder or beneficiary of a Facility
Mortgage, if any; provided Landlord has given Tenant notice of the identity and
address of the Person.

          "FISCAL QUARTER" means the three-month periods (or applicable portions
thereof) in any Fiscal Year from January 1 through March 31, April 1 through
June 30, July 1 through September 30 and October 1 through December 31.


                                          5
<PAGE>

          "FISCAL YEAR" means the twelve (12) month period from January 1 to
December 31 of each year; provided that for purposes of the Lease Term and the
Pledge Agreement, the first Fiscal Year shall be deemed to include the period
from the Commencement Date to December 31, 1997.

          "FIXTURES" means all permanently affixed equipment, machinery,
fixtures, and other items of real and/or personal property, including all
components thereof, now or hereafter located in, on or used in connection with
and permanently affixed to or incorporated into the Property, including all
furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting,
ventilating, refrigerating, air and water pollution control, waste disposal,
air-cooling and air-conditioning systems and apparatus, sprinkler systems and
fire and theft protection equipment, all of which, to the greatest extent
permitted by law, are hereby deemed by the parties hereto to constitute real
estate, together with all replacements, modifications, alterations and additions
thereto, but specifically excluding all items included within the category of
Tenant's Personal Property and any Tenant Improvements.

          "FULL REPLACEMENT COST" means the actual replacement cost from time to
time of the improvement being insured, including the increased cost of a
construction endorsement, less exclusions provided in the fire insurance policy.

          "GAAP" means generally accepted accounting principles, consistently
applied.

          "GROSS GOLF REVENUE" means all revenues accrued (whether by Tenant or
any subtenants, assignees, concessionaires or licensees) from or by reason of
the operation of the golf operations at the Property calculated in accordance
with GAAP (but excluding reasonable reserves for refunds, allowances and bad
debts applicable to such operations), including, without limitation, (i)
revenues from membership initiation fees, (ii) periodic membership dues, (iii)
greens fees, (iv) fees to reserve a tee time, (v) guest fees, (vi) golf cart
rentals, (vii) parking lot fees, (viii) locker rentals, (ix) fees for golf club
storage, (x) fees for the use of swim, tennis or other facilities, (xi) charges
for range balls, range fees or other fees for golf practice facilities, (xii)
fees or other charges paid for golf or tennis lessons (except where retained by
or paid to a USTA or PGA professional in accordance with historical practice at
the Property), (xiii) fees or other charges for fitness centers, (xiv) forfeited
deposits with respect to any membership application, (xv) transfer fees imposed
on any member in connection with the transfer of any membership interest, (xvi)


                                          6
<PAGE>

fees or other charges paid to Tenant by sponsors of golf tournaments at the
Property, (xvii) advertising or placement fees paid by vendors in exchange for
exclusive use or name rights at the Property, and (xviii) fees received in
connection with any golf package sponsored by any hotel group, condominium
group, golf association, travel agency, tourist or travel association or similar
payments; PROVIDED, HOWEVER, that Gross Golf Revenue shall not include:

          (a) Other Revenue;

          (b) The amount of all taxes, assessments, Impositions and other
governmental charges and assessments of every kind and nature, including,
without limitation the amount of any city, county, state or federal sales,
admissions, usage, or excise tax on the item included in Gross Revenue, which is
both added to or incorporated in the selling price and paid to the taxing
authority by Tenant;

          (c) Revenues or proceeds from sales or trade-ins of machinery,
vehicles, trade fixtures or personal property owned by Tenant used in connection
with Tenant's operation of the Property.

          (d) Interest or other income derived from the investment of surplus
funds or reserves;

          (e) Any amounts recovered in any litigation against third parties
except for amounts awarded to compensate for lost revenues otherwise includable
in Gross Revenues;

          (f) Any condemnation or taking proceeds, whether or not such proceeds
are characterized as compensation for lost rent;

          (g) Insurance proceeds, unless (and except to the extent that) such
proceeds are characterized as business interruption and/or loss of "rental
value" insurance proceeds (except for such proceeds attributable to a Lease if
(and for so long as) the tenant thereunder has the right to terminate such Lease
as a result of the casualty in question);

          (h) Any proceeds resulting from the sale, exchange, transfer,
financing or refinancing of all or any part of the Real Property;

          (i) Any capital or equity contributions or other infusions of capital
or equity to the Tenant or the sale of any Property, Collateral or Landlord's
Shares;

          (j) Any proceeds of any other indebtedness of the Tenant;


                                          7
<PAGE>

          (k) Forfeited security deposits and other security deposits received
or surrender or termination payment made or other amounts received from tenants
or guests to compensate for damage to or loss of all or portions of the Real
Property or Tangible Personal Property; and

          (l) Gratuities to employees if separately itemized on customers' bills
or checks.

          "GTA GP" means GTA GP, Inc. and any successor thereto.

          "GTA, INC." means Golf Trust of America, Inc., a Maryland corporation,
an affiliate of Landlord.

          "GTA LP" means GTA LP, Inc. and any successor thereto.

          "HAZARDOUS MATERIAL" means any substance, material, waste, gas or
particulate matter which is regulated by any local, state or federal
governmental authority, including but not limited to any material or substance
which is (i) defined as a "hazardous waste", "hazardous material", or
"restricted hazardous waste" or words of similar import under any provision of
any Environmental Law; (ii) petroleum or petroleum products; (iii) asbestos;
(iv) polychlorinated biphenyl; (v) radioactive material; (vi) radon gas; (vii)
designated as a "hazardous substance" pursuant to Section 311 of the Clean Water
Act, 33 U.S.C. Section 1251, et seq. (42 U.S.C. Section 1317); (viii) defined as
a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. Section 6903); or (ix)
defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601,
et seq. (42 U.S.C. Section 9601).

          "IMPARTIAL APPRAISER" means the casualty insurance company which is
then carrying the largest amount of casualty insurance carried on the Property.

          "IMPOSITIONS" means collectively:

          (a) all taxes (including all real and personal property, ad valorem,
sales and use, Florida State Sales/Lease Tax, single business, gross receipts,
transaction privilege, rent or similar taxes);

          (b) assessments and levies (including all assessments for public
improvements or benefits, whether or not commenced or completed prior to the
date hereof and whether or not to be completed within the Term);

          (c) excises;


                                          8
<PAGE>

          (d) fees (including license, permit, inspection, authorization and
similar fees); and

          (e)  all other governmental charges; in each case whether general or
special, ordinary or extraordinary, or foreseen or unforeseen, of every
character in respect of the Property and/or the Rent or Additional Charges
(including all interest and penalties thereon due to any failure in payment by
Tenant), which at any time during or in respect of the Term hereof may be
assessed or imposed on or in respect of or be a lien upon (i) Landlord or
Landlord's interest in the Property; (ii) the Property or any part thereof or
any therefrom or any estate, right, title or interest therein; or (iii) any
operation, use or possession of, or sales from or activity conducted on or in
connection with the Property or the leasing or use of the Property or any part
thereof; PROVIDED, HOWEVER, that Impositions shall not include:

               (aa)  any taxes based on net income (whether denominated as an
income, franchise, capital stock or other tax) imposed on Landlord or any other
Person other than Tenant;

               (bb)  any transfer or net revenue tax of Landlord or any other
Person other than Tenant; or

               (cc)  any tax imposed with respect to any principal or interest
on any indebtedness on the Property.

          "IMPOUND CHARGES" has the meaning provided in Section 17.9.

          "IMPOUND PAYMENT" has the meaning provided in Section 17.9.

          "IMPROVEMENTS" means the golf course, driving range, putting greens,
clubhouse facilities, snack bar, restaurant, pro shop, buildings, structures,
parking lots, improvements, Fixtures and other items of real estate located on
the Land as more particularly described in EXHIBIT B attached hereto.

          "INITIAL BASE RENT" means Five Hundred Seventy Two Thousand Eight
Hundred Thirteen Dollars ($572,813) per year.

          "INITIAL TERM" means the period of time from the Commencement Date
through December 31, 2007.

          "INNISBROOK LOAN" means that certain loan evidenced by and referred to
in that certain Loan Agreement between Landlord and Golf Host Resorts, Inc.,
dated June 20, 1997 (the "Innisbrook Loan Agreement").


                                          9
<PAGE>

          "INNISBROOK PROPERTY" means the property securing the Innisbrook Loan
as such may be modified pursuant hereto and the Innisbrook Agreement.

          "INSURANCE REQUIREMENTS" mean all terms of any insurance policy
required by this Lease and all requirements of the issuer of any such policy.

          "INTANGIBLE PERSONAL PROPERTY" means all intangible personal property
owned by Landlord and used solely in connection with the ownership, operation,
leasing or maintenance of the Real Property or the Tangible Personal Property,
and any and all trademarks and copyrights, guarantees, Authorizations, general
intangibles, business records, plans and specifications, surveys, all licenses,
permits and approvals solely with respect to the construction, ownership,
operation or maintenance of the Property.

          "LAND" means the land described in EXHIBIT A attached hereto.

          "LANDLORD" means Golf Trust of America, L.P., and any successor or
assignee permitted in accordance with the terms of the Lease.

          "LANDLORD'S ENCUMBRANCE" means any lien, encumbrance or title
retention agreement upon the Property, or any portion thereof or interest
therein, whether to secure borrowing or other means of financing or refinancing.

          "LANDLORD IMPROVEMENTS" shall have the meaning set forth in Section
12.9

          "LEASE" means this Lease, as the same may be amended from time to
time.

          "LEASE TERM" means the period from the Commencement Date through and
including the Expiration Date (or the termination date, if earlier terminated
pursuant to the provisions hereof).

          "LEGAL REQUIREMENTS" means all material federal, state, county,
municipal and other governmental statutes, laws (including the Americans with
Disabilities Act and any Environmental Laws), rules, orders, regulations,
ordinances, judgments, decrees and injunctions affecting either the Property or
the construction, use or alteration thereof, whether now or hereafter enacted
and in force, including any which may (i) require repairs, modifications, or
alterations in or to the Property; (ii) in any way adversely affect the use and
enjoyment thereof, and all permits, licenses and authorizations and regulations
relating thereto, and all covenants, agreements, restrictions and encumbrances
contained in any instruments,


                                          10
<PAGE>

either of record or known to Tenant (other than encumbrances created by Landlord
without the consent of Tenant), at any time in force affecting the Property; or
(iii) require the cleanup or other treatment of any Hazardous Material.

          "NET OPERATING INCOME" shall have the meaning set forth in EXHIBIT K.

          "NON-COMPLYING PARTY" has the meaning provided in Section 27.2.

          "OFFICER'S CERTIFICATE" means a certificate of Tenant signed by an
officer authorized to so sign by the board of directors or by-laws, or if Tenant
is a partnership, by an officer authorized to so sign by the general partners.

          "OPERATING BUDGET" has the meaning provided in Section 12.7.

          "OTHER LEASED PROPERTIES" means the property or properties leased or
hereafter leased to Tenant or an Affiliate of Tenant by Landlord or an Affiliate
of Landlord, other than pursuant to this Lease, which as of the date hereof are
the properties listed on EXHIBIT C attached hereto.

          "OTHER REVENUE" means all revenue received (whether by Tenant or any
subtenants, assignees, concessionaires or licensees) from or by reason of the
Property relating to (i) the operation of snack bars, restaurants, bars,
catering functions, and banquet operations, (ii) sale of merchandise and
inventory on the Property, and (iii) photography services.

          "OVERDUE RATE" means, on any date, a rate equal to the Prime Rate plus
an additional five percent (5%) per annum, but in no event greater than the
maximum rate then permitted under applicable law.

          "OWNER'S SHARES" means limited partnership interests in the
Partnership.

          "PARTNERSHIP" means Golf Trust of America, L.P., a Delaware limited
partnership.

          "PERCENTAGE RENT" means, for any Fiscal Year during the Lease Term,
thirty-three and one-third percent (33 1/3%) of the positive difference, if any,
between the current year's Gross Golf Revenue and the Gross Golf Revenue for the
Base Year, prorated for any partial periods.

          "PERMITTED ASSIGNEE" means a Person or an Affiliate of a Person
meeting one or more of the following standards:


                                          11
<PAGE>

               (a) an existing lessee under a lease with Landlord or any
Affiliate of Landlord who is not then in default under its lease;

               (b) any entity affiliated with an entity acquiring from Tenant or
an Affiliate of Tenant its resort and related operations located at or adjacent
to the Property, and provided such entity (i) is not generally recognized in the
community as being of ill-repute or as being in any other manner a Person with
whom or with which a prudent business person would not wish to associate in a
commercial venture and (ii) shall have the financial resources sufficient to
enable it to satisfy the obligations of Tenant under this Lease (provided for
purposes of this subsection (ii) such entity shall not be required to have
financial resources in excess of those of Tenant at the time of such transfer);
and

               (c) a list of pre-approved assignees prepared by Landlord from
time to time in consultation with the Advisory Association.

          "PERSON" means and includes natural persons, corporations, limited
partnerships, limited liability companies, general partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trusts
companies, land trusts, business trusts, Indian tribes or other organizations,
whether or not legal entities, and governments and agencies and political
subdivisions thereof.

          "PLEDGE AGREEMENT" means that certain pledge agreement, by and between
Transferor and Landlord, in the form attached hereto as EXHIBIT D.

          "PLEDGED OWNER'S SHARES" means the Owner's Shares pledged pursuant to
the Pledge Agreement, and the Stock of GTA, Inc., pledged pursuant to the
Additional Pledge Agreement.

          "PRIMARY INTENDED USE" means the operation of a golf course and other
activities incidental to the operation of a golf course.

          "PRIME RATE" means on any date, a rate equal to the annual rate on
such date announced by Citibank, N.A., or its successor entity, to be its prime
rate or, if the prime rate is discontinued, the base rate for 90-day unsecured
loans to its corporate borrowers of the highest credit standing.

          "PROPERTY" means the Real Property, the Tangible Personal Property and
the Intangible Personal Property

          "REAL PROPERTY" means the Land and the Improvements, and all easements
and appurtenances attached thereto.


                                          12
<PAGE>

          "RENT" means, collectively, the Base Rent and Percentage Rent.

          "STATE" means the State or Commonwealth in which the Property is
located.

          "STOCK OPTIONS" means options to purchase Stock as defined in the
Stock Options Pledge Agreement.

          "STOCK OPTIONS PLEDGE AGREEMENT" means that certain pledge agreement,
dated as of the date of this Lease, by and between Transferor and Landlord, in
the form attached hereto as EXHIBIT G.


          "TANGIBLE PERSONAL PROPERTY" means all items of tangible personal
property and fixtures (if any) owned by Landlord and located on or used solely
in connection with the Real Property, including, but not limited to, machinery,
equipment, furniture, furnishings, movable walls or partitions, phone systems,
restaurant equipment, computers or trade fixtures, golf course operation and
maintenance equipment, including mowers, tractors, aerators, sprinklers,
sprinkler and irrigation facilities and equipment, valves or rotors, driving
range equipment, athletic training equipment, office equipment or machines,
antiques or other decorations, furniture, computers or other control systems,
and equipment or machinery of every kind or nature, including all warranties and
guaranties associated therewith, with the exception of golf carts.

          "TENANT" means Lost Oaks, L.P. and any successor thereto, or assignee
thereof, as permitted by the terms of this Lease.

          "TENANT IMPROVEMENTS" has the meaning provided in Section 12.1.

          "TENANT'S PERSONAL PROPERTY" has the meaning provided in Section 8.2.

          "TENANT'S RIGHT OF FIRST OFFER TO LEASE" has the meaning provided in
Section 3.3.

          "TENANT'S RIGHT OF FIRST OFFER TO PURCHASE" has the meaning provided
in Section 26.1.

          "TERM" means, collectively, the Initial Term and any Extended Terms,
as the context may require, unless earlier terminated pursuant to the provisions
hereof.

          "TRANSFEROR" has the meaning provided in Recital A.

          "TRUSTEE" has the meaning provided in Section 23.6.


                                          13
<PAGE>

          "UNAVOIDABLE DELAYS" means delays due to strikes, lockouts, power
failure, acts of God, governmental restrictions, enemy action, civil commotion,
fire, unavoidable casualty or other causes beyond the reasonable control of the
party responsible for performing an obligation hereunder, PROVIDED THAT lack of
funds shall not be deemed a cause beyond the control of either party hereto
unless such lack of funds is caused by the failure of the other party hereto to
perform any obligations of such party under this Lease.

          "UNSUITABLE FOR ITS PRIMARY INTENDED USE" means a state of condition
of the Property such that in the good faith judgment of Landlord, reasonably
exercised, the Property cannot be operated on a commercially practicable basis
for its Primary Intended Use.

          2.2  RULES OF CONSTRUCTION.  The following rules shall apply to the
construction and interpretation of this Lease:

          (a)  Singular words shall connote the plural number as well as the
singular and vice versa, and the masculine shall include the feminine and the
neuter.

          (b)  All references herein to particular articles, sections,
subsections, clauses or exhibits are references to articles, sections,
subsections, clauses or exhibits of this Lease.

          (c)  The table of contents and headings contained herein are solely
for convenience of reference and shall not constitute a part of this Lease nor
shall they affect its meaning, construction or effect.

          (d)  "Including" and variants thereof shall be deemed to mean
"including without limitation."

          (e)  All accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles then in effect.

          (f)  Each party hereto and its counsel have reviewed and revised (or
requested revisions of) this Lease and have participated in the preparation of
this Lease, and therefore any usual rules of construction requiring that
ambiguities are to be resolved against a particular party shall not be
applicable in the construction and interpretation of this Lease or any exhibits
hereto.

                                     ARTICLE 3
                                        TERM

          3.1  INITIAL TERM.  The Initial Term shall commence on the
Commencement Date and shall terminate on December 31, 2007.


                                          14
<PAGE>

          3.2  EXTENSION OPTIONS.  Landlord grants Tenant the right to extend
the Initial Term of this Lease six (6) consecutive times for a period of five
(5) years each (each such extension, an "Extended Term").  Tenant's option for
an Extended Term shall be deemed to have been exercised, unless Tenant gives
written notice to Landlord at least one hundred eighty (180) days prior to the
termination of the then-current term that Tenant elects not to extend the
current term.  Tenant shall be entitled to exercise these options only if at the
time of the commencement of the applicable Term or Extended Term no Event of
Default shall then exist.  During the Extended Term, all of the terms and
conditions of this Lease shall continue in full force and effect, as the same
may be amended, supplemented or modified.

          3.3  RIGHT OF FIRST OFFER TO LEASE.  Upon the expiration of the Lease
Term and provided that Tenant has exercised each Extended Term and no Event of
Default then exists  beyond any applicable notice and cure period, Tenant shall
have a right of first offer ("Tenant's Right of First Offer to Lease") to lease
the Property upon the same terms and conditions as Landlord, at its election,
intends to offer to lease the Property to a third party.  Tenant shall be
entitled to exercise Tenant's Right of First Offer to Lease only if at the time
of the giving of such notice no Event of Default shall then exist and only if
Landlord elects to lease the Property at the expiration of the Lease Term.  Not
more than nine (9) months and not less than three (3) months prior to the
expiration of the Lease Term, Landlord shall, if applicable, give Tenant written
notice of its intent to lease the Property and shall indicate the terms and
conditions upon which Landlord intends to lease the Property.  Tenant shall
thereafter have a period of thirty (30) days to elect by unequivocal written
notice to Landlord to lease the Property on the same terms and conditions as
Landlord intends to offer to a third party; provided prior to Tenant's
acceptance Landlord shall retain the right to elect not to lease the Property by
giving Tenant written notice thereof.  If Tenant elects not to lease the
Property, then Landlord shall be free to lease the Property to a third party.
However, if the Base Rent for such proposed lease is reduced by five percent
(5%) or more as compared to the Base Rent included in the lease that Tenant
rejected, then Landlord shall again offer Tenant the right to acquire the
Property upon the same terms and conditions, provided that Tenant shall have
only thirty (30) days to accept such offer.

                                     ARTICLE 4
                                        RENT

          4.1  RENT.  Tenant will pay to Landlord, in lawful money of the
United States of America, Rent during the Initial Term or any Extended Term.
Payments of Base Rent shall be paid monthly, on the first day of each month in
arrears, at Landlord's address set forth in Section 28.9 or at such other place
or to


                                          15
<PAGE>

such other Person as Landlord from time to time may designate in writing.  The
first monthly installment shall be prorated as to any partial month.  If any
payment owing hereunder shall otherwise be due on a day that is not a Business
Day, such payment shall be due on the next succeeding Business Day.  No payment
in addition to the payment of Rent shall be required in order to require
Landlord to accrue the Capital Replacement Fund as provided in Section 12.4.
Tenant shall receive a credit against Rent (or be paid directly, at Landlord's
option) for any operating expense credits or operating revenues credited to
Landlord pursuant to the Agreement which are applicable to any period in the
Lease Term (E.G., credit for real property taxes, membership dues, sublease
rents, etc.) and conversely Tenant shall reimburse Landlord for any operating
expenses paid for by Landlord pursuant to the Agreement which are the
responsibility of Tenant hereunder.

          4.2  INCREASE IN INITIAL BASE RENT.  Beginning on January 1, 1998 and
on each January 1 thereafter through and including January 1, 2003, the Annual
Base Rent will increase by five percent (5%) of the Annual Base Rent payable for
the immediately preceding year, provided the January 1, 1998 increase shall be
pro rated for the number of days in the Lease Term in 1997 divided by 365 and
multiplied by the applicable Base Rent Escalator.  In addition, if the Annual
Base Rent is increased as provided in Section 4.5, then the Annual Base Rent
shall be increased by three percent (3%) of the Annual Base Rent payable for the
immediate preceding year for each of the five (5) years commencing January 1,
2003, with the increase effective on the anniversary of the increase in Base
Rent as provided in Section 4.5 in lieu of increases on January of each year.
In addition to the foregoing, on the first day of each month following any
disbursement by Landlord pursuant to Section 12.9, the Annual Base Rent will
increase further for the remainder of the Initial Term and any Extended Term, by
(i) 9.25% TIMES (ii) the sum the Landlord delivered to the Tenant as
reimbursement of Landlord Improvements pursuant to Section 12.9 in the prior
month.

          4.3  PERCENTAGE RENT.  In addition to Base Rent, Tenant shall pay
Percentage Rent as provided herein.  Beginning in the first year of the Initial
Term and continuing for the Initial Term and any Extended Term, Tenant shall
calculate the Gross Golf Revenue for each Fiscal Quarter (or shorter period, if
applicable) within twenty (20) days of the end of such Fiscal Quarter (or
shorter period, if applicable) and submit such calculation in writing to
Landlord by way of an Officer's Certificate.  If the Gross Golf Revenue for that
Fiscal Quarter (or shorter period, if applicable) is greater than the Gross Golf
Revenue for the same Fiscal Quarter (or shorter period, if applicable) in the
Base Year (and, following the Fiscal Quarter ending March 31, on a year-to-date
basis), on a pro-rata basis then Tenant shall pay to Landlord the Percentage
Rent upon submittal of the Officer's Certificate.  During any period in


                                          16
<PAGE>

which the Percentage Rent is subject to a ceiling, such ceiling shall apply to
each of the Percentage Rent payments due during any Fiscal Quarter.  The
Percentage Rent payable in any period in any Fiscal Year shall be adjusted to
reflect the Percentage Rent paid on a year-to-date cumulative basis for the
Fiscal Year (pro rated for any partial periods) and the limits set forth in the
next two sentences on a pro rated basis.  The increase in Rent resulting from
the payment of Percentage Rent (together with any increase in Base Rent pursuant
to Section 4.2) payable, if any, during each of the first five (5) full calendar
years of the Initial Term shall be limited to five percent (5%) of the Rent
payable for the prior calendar year, or in the case of 1997, of the Initial Base
Rent prorated.  Tenant shall receive a credit against the payment of Percentage
Rent in an amount equal to the increase in the Base Rent over the Initial Base
Rent.

          4.4  ANNUAL RECONCILIATION OF PERCENTAGE RENT.  Within sixty (60)
days after the end of each Fiscal Year, or after the expiration or termination
of this Lease, Tenant shall deliver to Landlord an Officer's Certificate setting
forth (i) the Gross Golf Revenue for the Fiscal Year just ended, and (ii) a
comparison of the amount of the Percentage Rent actually paid during such Fiscal
Year versus the amount of Percentage Rent actually owing on the basis of the
annual calculation of the Gross Golf Revenue.  If the Percentage Rent for such
Fiscal Year exceeds the sum of the quarterly payments of Percentage Rent
previously paid by Tenant, Tenant shall pay such deficiency to Landlord along
with such Officer's Certificate.  If the Percentage Rent for such Fiscal Year is
less than the amount of Percentage Rent previously paid by Tenant, Landlord
shall, at Landlord's option, either (i) remit to Tenant its check in an amount
equal to such difference, or (ii) grant Tenant a credit against the payment of
Rent next coming due.  Landlord shall have the right to audit all of Tenant's
business operations at the Property so as to determine the calculation of
Percentage Rent as provided in Section 12.6.

          4.5  INCREASE IN BASE RENT FOLLOWING CONVERSION DATE.  For the Fiscal
Year in which the Conversion Date occurs, the Annual Base Rent shall be
increased, effective as of the date the additional Owner's Shares are issued to
the Tenant, to an amount equal to the Adjusted Net Operating Income.

          4.6  RECORD-KEEPING.  Tenant shall utilize an accounting system for
the Property in accordance with its usual and customary practices and in
accordance with GAAP which will accurately record all Gross Golf Revenue.
Tenant shall retain all accounting records for each Fiscal Year conforming to
such accounting system until at least five (5) years after the expiration of
such Fiscal Year.

          4.7  ADDITIONAL CHARGES.  In addition to the Base Rent and Percentage
Rent, (a) Tenant shall also pay and discharge when


                                          17
<PAGE>

due and payable all other amounts, liabilities, obligations and Impositions
which Tenant assumes or agrees to pay under this Lease, and (b) in the event of
any failure on the part of Tenant to pay any of those items referred to in
clause (a) above, Tenant shall also pay and discharge every fine, penalty,
interest and cost which may be added for non-payment or late payment of such
items (the items referred to in clauses (a) and (b) above being referred to
herein collectively as the "Additional Charges").  Except as otherwise provided
in this Lease, all Additional Charges shall become due and payable at the
earlier of (i) thirty (30) days after either Landlord or the applicable third
party delivery of an invoice to Tenant, or (ii) the date of delinquency with
respect to Impositions.

          4.8  LATE PAYMENT OF RENT.  Tenant hereby acknowledges that late
payment by Tenant to Landlord of Base Rent, Percentage Rent or Additional
Charges will cause Landlord to incur costs not contemplated under the terms of
this Lease, the exact amount of which is presently anticipated to be extremely
difficult to ascertain.  Accordingly, if any installment of Base Rent,
Percentage Rent or Additional Charges (but only as to those Additional Charges
which are payable directly to Landlord) shall not be paid within ten (10) days
after the date such payment is due, Tenant will pay Landlord on demand, as
Additional Charges, a late charge equal to the lesser of five percent (5%) of
such installment or $1,000.  The parties agree that this late charge represents
a fair and reasonable estimate of the costs that Landlord will incur by reason
of late payment by Tenant and is not a penalty.  In addition, if any installment
of Base Rent, Percentage Rent or Additional Charges (but only as to those
Additional Charges which are payable directly to Landlord) shall not be paid
within five (5) days after the due date with respect to Base Rent or Percentage
Rent or delivery of an invoice to Tenant with respect to the Additional Charge,
the amount unpaid shall bear interest, from such due date to the date of payment
thereof, computed at the Overdue Rate on the amount of such installment, and
Tenant will pay such interest to Landlord as Additional Charges.  The acceptance
of any late charge or interest shall not constitute a waiver of, nor excuse or
cure, any default under this Lease, nor prevent Landlord from exercising any
other rights and remedies available to Landlord.

          4.9  NET LEASE.  This Lease shall be a triple net lease  and Rent
shall be payable to Landlord without notice or demand and without set-off,
counterclaim, recoupment, abatement, suspension, determent, deduction or
defense, except as expressly provided herein, so that this Lease shall yield to
Landlord the full amount of the installments of Base Rent, Percentage Rent and
Additional Charges throughout the Term.

          4.10 ALLOCATION OF REVENUES.  In the event that individuals or groups
purchase for a single price items which are both included and excluded from
Gross Golf Revenue (e.g., green


                                          18
<PAGE>

fees and dinner), then Tenant agrees that revenues shall be allocated to Gross
Golf Revenue in a reasonable manner consistent with the historical allocation of
such revenues.

                                     ARTICLE 5
                                 SECURITY DEPOSIT

          5.1  PLEDGE OF STOCK OPTIONS, STOCK AND OWNERS SHARES.  On or prior
to the Commencement Date, Tenant shall cause the Pledge Agreement, the
Additional Pledge Agreement and the Stock Option Pledge Agreement to be executed
for the benefit of Landlord.

          5.2  OBLIGATION TO WITHHOLD DISTRIBUTIONS.  If the ratio of (1) the
Net Operating Income (after payment of any required deposit into the Capital
Replacement Fund) for the Landlord Property and the Innisbrook Property to
(b) Debt Service falls below 1.20 to 1.00, at any time following the release
of any Pledged Shares or Pledged Stock Options (or securities held by
Landlord in Lieu thereof), then Tenant shall thereafter retain, and not make
dividends or distributions (except as may be necessary to pay any applicable
taxes attributable to the income or Tenant) to its shareholders, partners, or
members, as applicable, until such time as Tenant has accumulated six (6)
months of Base Interest at the then current level.  Such accumulated Base
Rent shall be maintained at all times until Tenant has again maintained such
coverage ratios for two (2) consecutive Fiscal Years.  Tenant shall provide
Landlord with such documentation, including Officer's Certificates, within
forty-five (45) days after the end of each Fiscal Quarter as are necessary to
establish Tenant's compliance with the foregoing requirements.

          5.3  PLEDGE OF STOCK FOR CONDOMINIUMS. On or before December 1, 1997,
Tenant shall cause the three condominiums owned by Tenant or Tenant's Affiliates
at the Innisbrook Property (the "Innisbrook Condos") to be transferred to a new
single purpose corporate entity ("Condocorp") and to pledge to Landlord eighty
nine and one-tenth percent (89.1%) of the shares of Condocorp as collateral for
Tenant's obligation under the Lease.  Such pledge shall be in a form acceptable
to Landlord with a partial release clause substantially similar to paragraph 1
of Exhibit L-1, and a covenant not to incur any debt, acquire any other assets
or engage in any other business except to own the Innisbrook Condos. On or
before April 1, 1998, Lessee shall cause the refurbishment and improvement of
the Innisbrook Condos at a cost not less than Twenty Thousand Dollars ($20,000).

          5.4  LANDLORD'S LIEN.  To the fullest extent permitted by applicable
law, Landlord is granted a lien and security interest on all of Tenant's
personal property now or hereafter located on the Property, and such lien and
security interest shall remain attached to Tenant's personal property until
payment in full of all Rent and satisfaction of all of Tenant's


                                          19
<PAGE>

obligations hereunder; provided, however, Landlord shall subordinate its lien
and security interest only to that of any third party lender or seller which
finances Tenant's personal property, the terms and conditions of such
subordination to be satisfactory to Landlord in its reasonable discretion.
Tenant shall, upon the request of Landlord, execute such financing statements or
other documents or instruments reasonably requested by Landlord to perfect the
lien and security interests herein granted.

          5.5  RENTAL POOL.  On the first day of the month following the
commencement Date and on the first day of each month thereafter, Tenant shall
deliver to Landlord as a portion of the Additional Collateral all cash proceeds
from the rental pool of the condominiums owned by Tenant or Tenant's Affiliates
at the Innisbrook Property, less expenses directly related to said condominiums.

          5.6  PARTIAL RELEASE.  The Additional Collateral shall be released
and shall no longer secure Tenant's or Tenant's Affiliates' obligations under
this Lease, on the date that the audited financial statements delivered pursuant
to Section 12.8(c) demonstrate that the ratio of the Net Operating Income of
both the Property and the Innisbrook Property during such year (after required
funding of the Capital Replacement Fund) to Debt Service, is equal to or greater
than 1.135 to 1.00 on a trailing twelve (12) months basis, and Tenant has
provided an Officer's Certificate to Landlord certifying to that effect (such
date, the "RELEASE DATE."


                                     ARTICLE 6
                                    IMPOSITIONS

          6.1  PAYMENT OF IMPOSITIONS.  Subject to Section 6.3 and Section
17.9, Tenant will pay, or cause to be paid, all Impositions before any fine,
penalty, interest or cost may be added for non-payment, such payments to be made
directly to the taxing authorities where feasible.  All payments of Impositions
shall be subject to Tenant's right of contest pursuant to the provisions of
Section 6.3 or Article 14.  Upon request, Tenant shall promptly furnish to
Landlord copies of official receipts, if available, or other satisfactory proof
evidencing such payments, such as cancelled checks.

          6.2  INFORMATION AND REPORTING.  Landlord shall give prompt notice to
Tenant of all Impositions payable by Tenant hereunder of which Landlord at any
time has actual knowledge, but Landlord's failure to give any such notice shall
in no way diminish Tenant's obligations hereunder to pay such Impositions.
Landlord and Tenant shall, upon reasonable request of the other, provide such
data as is maintained by the party to whom the request is made with respect to
the Property as may be necessary


                                          20
<PAGE>

to prepare any required returns and reports.  In the event any applicable
governmental authorities classify any property covered by this Lease as personal
property, Tenant shall file all personal property tax returns in such
jurisdictions where it must legally so file.  Each party, to the extent it
possesses the same, will provide the other party, upon reasonable request, with
cost and depreciation records necessary for filing returns for any property so
classified as personal property.

          6.3  REFUNDS.  If any refund shall be due from any taxing authority
in respect of any Imposition paid by Tenant, the same shall be paid over to or
retained by Tenant if no Event of Default shall have occurred hereunder and be
continuing.  Any such funds retained by Landlord due to an Event of Default
shall be applied as provided in Article 17.

          6.4  UTILITY CHARGES.  Tenant shall pay or cause to be paid prior to
delinquency charges for all utilities and services, including, without
limitation, electricity, telephone, trash disposal, gas, oil, water, sewer,
communication and all other utilities used in the Property during the Term.

          6.5  ASSESSMENT DISTRICTS.  Landlord shall not voluntarily consent to
or agree in writing to (i) any special assessment or (ii) the inclusion of any
material portion of the Leased Property into a special assessment district or
other taxing jurisdiction unless Tenant shall have consented thereto, which
consent shall not be unreasonably withheld or delayed or unless Landlord agrees
to pay the cost thereof.

                                     ARTICLE 7
                                   TENANT WAIVERS

          7.1  NO TERMINATION, ABATEMENT, ETC.  Subject to Article 21 and
except as otherwise specifically provided in this Lease, and except for those
causes resulting from the willful misconduct or gross negligence of Landlord or
any person whose claim arose under Landlord, (i) Tenant, to the extent permitted
by law, shall remain bound by this Lease in accordance with its terms and shall
neither take any action without the consent of Landlord to modify, surrender or
terminate the same, nor be entitled to any abatement, deduction, deferment or
reduction of Rent, or set-off against the Rent by reason of, and (ii) the
respective obligations of Landlord and Tenant shall not be otherwise affected by
reason of:

          (a)  any damage to, or destruction of, any Property or any portion
     thereof from whatever cause or any taking of the Property or any portion
     thereof;

          (b)  the lawful or unlawful prohibition of, or restriction upon,
     Tenant's use of the Property, or any


                                          21
<PAGE>

     portion thereof, the interference with such use by any Person, or by reason
     of eviction by paramount title;

          (c)  any claim which Tenant has or might have against Landlord or by
     reason of any default or breach of any warranty by Landlord under this
     Lease or any other agreement between Landlord and Tenant, or to which
     Landlord and Tenant are parties;

          (d)  any bankruptcy, insolvency, reorganization, composition,
     readjustment, liquidation, dissolution, winding up or other proceedings
     affecting Landlord or any assignee or transferee of Landlord; or

          (e)  for any other cause whether similar or dissimilar to any of the
     foregoing other than a discharge of Tenant from any such obligations as a
     matter of law.

          Tenant hereby specifically waives all rights, arising from any
occurrence whatsoever, which may now or hereafter be conferred upon it by law
(i) to modify, surrender or terminate this Lease or quit or surrender the
Property or any portion thereof, or (ii) to entitle Tenant to any abatement,
reduction, suspension or deferment of the Rent or other sums payable by Tenant
hereunder, except as otherwise specifically provided in this Lease.  The
obligations of Landlord and Tenant hereunder shall be separate and independent
covenants and agreements and the Rent and all other sums payable by Tenant
hereunder shall continue to be payable in all events unless the obligations to
pay the same shall be terminated pursuant to the express provisions of this
Lease or by termination of this Lease other than by reason of an Event of
Default.

          7.2  CONDITION OF THE PROPERTY.  Tenant acknowledges receipt and
delivery of possession of the Property and that Tenant has examined and
otherwise has knowledge of the condition of the Property prior to the execution
and delivery of this Lease and has found the same to be in good order and repair
and satisfactory for its purposes hereunder.  Regardless, however of any
inspection made by Tenant of the Property and whether or not any patent or
latent defect or condition was revealed or discovered thereby, Tenant is leasing
the Property "as is" in its present condition.  Tenant waives and releases any
claim or cause of action against Landlord with respect to the condition of the
Property including any defects or adverse conditions latent or patent, matured
or unmatured, known or unknown by Tenant or Landlord as of the date hereof.
TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN
ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED
TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT
TO THE PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS,
DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE
MATERIAL OR


                                          22
<PAGE>

WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv)
LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii)
LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii)
DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY
HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING
ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS.  TENANT ACKNOWLEDGES THAT THE
PROPERTY IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE PROPERTY HAS
BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT.  IN THE EVENT OF ANY DEFECT
OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS
BETWEEN LANDLORD AND TENANT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR
LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING STRICT LIABILITY IN TORT).  THE PROVISIONS OF THIS SECTION 7.2 HAVE
BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A
COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR
IMPLIED, WITH RESPECT TO THE PROPERTY, ARISING PURSUANT TO THE UNIFORM
COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING
OTHERWISE.

          Tenant represents to Landlord that Tenant has examined the title to
the Property prior to the execution and delivery of this Lease and has found the
same to be satisfactory for the purposes contemplated hereby.  Tenant
acknowledges that (A) to Tenant's knowledge, fee simple title, except where the
Property is held under a ground lease, (both legal and equitable) is in
Landlord, (B) Tenant has only the leasehold right of possession and use of the
Property as provided herein, (C) to Tenant's knowledge, the Improvements conform
to all material Legal Requirements and all material Insurance Requirements, (D)
to Tenant's knowledge all easements necessary or appropriate for the use or
operation of the Property have been obtained, (E) all contractors and
subcontractors retained by Tenant who have performed work on or supplied
materials to the Property have been fully paid, and all materials to the
Property have been fully paid for, (F) the Improvements constructed by Tenant or
any Affiliate of Tenant have been completed in all material respects in a
workmanlike manner of first class quality, and (G) to Tenant's knowledge all
equipment necessary or appropriate for the use or operation of the Property has
been installed and is presently operative in all material respects.

                                     ARTICLE 8
                      OWNERSHIP OF TANGIBLE PERSONAL PROPERTY

          8.1  PROPERTY.  Tenant acknowledges that (i) the Property has been
transferred to Landlord and leased to Tenant, (ii) the Property is the property
of Landlord and (iii) that Tenant has only the right to the use of such Property
during the Term of and upon the terms and conditions of this Lease.


                                          23
<PAGE>

          8.2  TENANT'S PERSONAL PROPERTY.  Tenant shall maintain all of the
Property, whether initially included in the Lease or thereafter acquired by
Landlord or Tenant, in good condition and repair, normal wear and tear excepted.
Upon the loss, destruction or obsolescence of any Tangible Personal Property,
Tenant shall replace such property with replacements of the same type and
quality as initially in place, which such property will be owned by Tenant
except to the extent acquired with funds from the Capital Replacement Fund
("Tenant's Personal Property").  Upon the expiration or sooner termination of
this Lease, the Tenant's Personal Property shall transfer to Landlord without
requirement of any bill of sale or assignment; provided Landlord, at its
election, may require Tenant to execute such documentation as Landlord may
require to evidence such transfer.  Tenant shall not remove any Tangible
Personal Property from the Property upon termination of the Lease.  If any of
such Tangible Personal Property is stored away from the Property, Tenant will
provide Landlord with proper access to the storage facility.

          8.3  TENANT'S OBLIGATIONS.  Tenant shall provide and maintain, or
cause to be provided and maintained, during the entire term of the Lease, all
Tangible Personal Property, as well as merchandise for sale to the public, and
food and beverage, as shall be necessary in order to operate the Property in
compliance with (a) all applicable Legal Requirements, (b) customary practices
in the golf industry, and (c) such other reasonable requirements imposed by
Landlord from time to time.

          8.4  LANDLORD'S WAIVERS.  Any lessor of Tenant's Personal Property
may, upon notice to Landlord and during reasonable hours, enter the Property and
take possession of any of Tenant's Personal Property without liability for
trespass or conversion upon a default by Tenant, provided that such lessor
provide Landlord with the opportunity to cure the defaults of Tenant on terms
and conditions satisfactory to such lessor and Landlord.

                                     ARTICLE 9
                                  USE OF PROPERTY

          9.1  USE.  After the Commencement Date and during the Term, Tenant
shall use or cause to be used the Property and the improvements thereon for its
Primary Intended Use and shall operate the Property to maximize its long term
value.  Tenant shall not use the Property or any portion thereof for any other
use without the prior written consent of Landlord, in Landlord's absolute
discretion.  No use shall be made or permitted to be made of the Property, and
no acts shall be done, which will cause the cancellation of any insurance policy
covering the Property or any part thereof, nor shall Tenant sell or otherwise
provide to patrons, or permit to be kept, used or sold in or about the Property
any article which may be prohibited by law or by the standard form of fire
insurance policies, or any other insurance


                                          24
<PAGE>

policies required to be carried hereunder, or fire underwriters regulations.
Tenant shall, at its sole cost, comply with all of the requirements pertaining
to the Property or other improvements of any insurance board, association,
organization or company necessary for the maintenance of insurance, as herein
provided, covering the Property and Tenant's Personal Property.

          9.2  SPECIFIC PROHIBITED USES.  Tenant shall not use or occupy or
permit the Property to be used or occupied, nor do or permit anything to be done
in or on the Property, in a manner which would (i) violate or fail to comply
with any law, rule or regulation or Legal Requirement, (ii) subject to Article
12, cause structural injury to any of the Improvements or (iii) constitute a
public or private nuisance or waste.  Tenant shall not allow any Hazardous
Material to be located in, on or under the Property, or any adjacent property,
or incorporated in the Property or any improvements thereon except in compliance
with applicable law (including any Environmental Laws).  Tenant shall not allow
the Property to be used as a landfill or a waste disposal site, or a
manufacturing, distribution or disposal facility for any Hazardous Materials.
Tenant shall neither suffer nor permit the Property or any portion thereof,
including Tenant's Personal Property, to be used in such a manner as (i) might
reasonably tend to impair Landlord's title thereto or to any portion thereof, or
(ii) may reasonably make possible a claim or claims of adverse usage or adverse
possession by the public, as such, or of implied dedication of the Property or
any portion thereof, or (iii) is in material violation of any applicable
Environmental Law.

          9.3  MEMBERSHIP SALES.  Tenant shall not sell and/or classify or
reclassify memberships, or set initiation fees or other charges which results in
a reduction in the individual membership dues payable by members at the Property
without the consent of the Landlord, which consent shall not be unreasonably
withheld or delayed.  In addition, Tenant shall not materially increase the
number of golfing memberships in any calendar year at the Property if such sales
would diminish the long-term value of the Property.

          9.4  LANDLORD TO GRANT EASEMENTS, ETC.  Landlord shall, from time to
time so long as no Event of Default has occurred and is continuing, at the
request of Tenant and at Tenant's cost and expense:  (i) grant easements and
other rights in the nature of easements; (ii) release existing easements or
other rights in the nature of easements which are for the benefit of the
Property; (iii) dedicate or transfer unimproved portions of the Property for
road, highway or other public purposes; (iv) execute petitions to have the
Property annexed to any municipal corporation or utility district; (v) execute
amendments to any covenants and restrictions affecting the Property; and (vi)
execute and deliver to any person any instrument appropriate to confirm or
effect such grants, releases, dedications and


                                          25
<PAGE>

transfers (to the extent of its interest in the Property), but only upon
delivery to Landlord of an Officer's Certificate (which Officer's Certificate,
if contested by Landlord, shall not be binding on Landlord) stating that such
grant, release, dedication, transfer, petition or amendment is not detrimental
to the proper conduct of the business of Tenant on the Property and does not
materially reduce its value or usefulness for the Primary Intended Use.
Landlord shall not grant, release, dedicate or execute any of the foregoing
items in this Section 9.4 without obtaining Tenant's approval, which approval
shall not be unreasonably withheld or delayed; provided no such approvals shall
be required by Landlord for Landlord to grant at Tenant's request easements in
the normal course of operations which do not materially adversely affect the
value of the Property.

          9.5  TENANT'S ADDITIONAL COVENANTS.  Tenant shall (a) join the
Advisory Association and cooperate in the reasonable activities of such
association; (b) at its election, engage in reasonable cross-marketing endeavors
with the members of the Advisory Association.

          9.6  VALUATION OF REMAINDER INTEREST IN LEASE.  Tenant hereby
represents that, at the end of the Term, including all Extended Terms, it
expects that the Land and each of the Improvements will have a fair market value
(determined without regard to any increase or decrease for inflation or
deflation during the Term) equal to at least twenty percent (20%) of the fair
market value of the Land and each of the Improvements at the Commencement Date.
Tenant further represents that, at the end of the Term, including all Extended
Terms, it expects that the Land and each of the Improvements will have a
remaining useful life equal to at least twenty percent (20%) of its expected
useful life at the Commencement Date.

                                     ARTICLE 10
                                HAZARDOUS MATERIALS


          Tenant hereby represents, warrants, and covenants to Landlord as
follows:

          10.1 Intentionally Deleted.

          10.2 Intentionally Deleted.

          10.3 Intentionally Deleted.

          10.4 Intentionally Deleted.

          10.5 Intentionally Deleted.

          10.6 REMEDIATION. If Tenant becomes aware of the presence of any
Hazardous Material in a quantity sufficient to


                                          26
<PAGE>

require remediation or reporting under any Environmental Law in, on or under the
Property or if Tenant, Landlord, or the Property becomes subject to any order of
any federal, state or local agency to investigate, remove, remediate, repair,
close, detoxify, decontaminate or otherwise clean up the Property, Tenant shall,
at its sole expense, but subject to the last sentence of Section 10.7, carry out
and complete any required investigation, removal, remediation, repair, closure,
detoxification, decontamination or other cleanup of the Property.  If Tenant
fails to implement and diligently pursue any such repair, closure,
detoxification, decontamination or other cleanup of the Property in a timely
manner, Landlord shall have the right, but not the obligation, to carry out such
action and to recover its costs and expenses therefor from Tenant as Additional
Charges.

          10.7 TENANT'S INDEMNIFICATION OF LANDLORD.  Tenant shall pay,
protect, indemnify, save, hold harmless and defend Landlord, the Company,
Affiliates of the Company and Landlord (including, without limitation, their
respective officers, directors and controlling persons), and any Facility
Mortgagee from and against all liabilities, obligations, claims, damages
(including punitive or consequential damages), penalties, causes of action,
demands, judgments, costs and expenses (including reasonable attorneys' fees and
expenses), to the extent permitted by law, imposed upon or incurred by or
asserted against Landlord or the Property by reason of any Environmental Law
(irrespective of whether there has occurred any violation of any Environmental
Law) in respect of the Property howsoever arising, without regard to fault on
the part of Tenant, including (a) liability for response costs and for costs of
removal and remedial action incurred by the United States Government, any state
or local governmental unit to any other Person, or damages from injury to or
destruction or loss of natural resources, including the reasonable costs of
assessing such injury, destruction or loss, incurred pursuant to any
Environmental Law, (b) liability for costs and expenses of abatement,
investigation, removal, remediation, correction or clean-up, fines, damages,
response costs or penalties which arise from the provisions of any Environmental
Law, (c) liability for personal injury or property damage arising under any
statutory or common-law tort theory, including damages assessed for the
maintenance of a public or private nuisance or for carrying on of a dangerous
activity, or (d) by reason of a breach of a representation or warranty in
Sections 10.1 through 10.5 of this Lease.  Notwithstanding the foregoing or any
other provision of this Lease (including, without limitation, Section 7.2,
Section 10.9 and Article 23), Tenant shall not be liable, or otherwise be
required to indemnify Landlord or the Company or any Affiliates of the Company
for (i) any matters or events that arise after the Commencement Date that are
not caused by any act or omission on the part of Tenant, or (ii) any matters or
events that arise after the Commencement Date


                                          27
<PAGE>

that are directly caused by a breach by Landlord of the terms of this Lease.

          10.8 SURVIVAL OF INDEMNIFICATION OBLIGATIONS.  Tenant's obligations
and/or liability under this Article 10 arising during the Term hereof shall
survive any termination of this Lease.

          10.9 ENVIRONMENTAL VIOLATIONS AT EXPIRATION OR TERMINATION OF LEASE.
Notwithstanding any other provision of this Lease (except the last sentence of
Section 10.7), if, at a time when the Term would otherwise terminate or expire,
a violation of any Environmental Law has been asserted by Landlord and has not
been resolved in a manner reasonably satisfactory to Landlord, or has been
acknowledged by Tenant to exist or has been found to exist at the Property or
has been asserted by any governmental authority and Tenant's failure to have
completed all action required to correct, abate or remediate such a violation of
any Environmental Law materially impairs the leasability of the Property upon
the expiration of the Term, then, at the option of Landlord, the Term shall be
automatically extended with respect to the Property beyond the date of
termination or expiration and this Lease shall remain in full force and effect
under the same terms and conditions beyond such date with respect to the
Property until the earlier to occur of (i) the completion of all remedial action
in accordance with applicable Environmental Laws or (ii) 12 months beyond such
expiration or termination date; PROVIDED, that Tenant may, upon any such
extension of the Term, terminate the Term by paying to Landlord such amount as
is necessary in the reasonable judgment of Landlord to complete or perform such
remedial action.

          10.10     ENVIRONMENTAL STATEMENTS.  Promptly upon Tenant's learning,
or having reasonable cause to believe, that any Hazardous Material in a quantity
sufficient to require remediation or reporting under applicable law is located
in, on or under the Property or any adjacent property.  Tenant shall notify
Landlord in writing of (a) the existence of any such Hazardous Material; (b) any
enforcement, cleanup, removal, or other governmental or regulatory action
instituted, completed or threatened; (c) any claim made or threatened by any
Person against Tenant or the Property relating to damage, contribution, cost
recovery, compensation, loss, or injury resulting from or claimed to result from
any Hazardous Material; and (d) any reports made to any federal, state or local
environmental agency arising out of or in connection with any Hazardous Material
in or removed from the Property, including any complaints, notices, warnings or
asserted violations in connection therewith.

                                     ARTICLE 11
                               MAINTENANCE AND REPAIR

          11.1 TENANT'S OBLIGATIONS.  Tenant, at its expense, will operate and
maintain the Property in good order, repair and


                                          28
<PAGE>

appearance (whether or not the need for such repairs occurs as a result of
Tenant's use, any prior use, the elements or the age of the Property or any
portion thereof) and in accordance with any applicable Legal Requirements, and,
except as otherwise provided in Article 15, with reasonable promptness, make all
necessary and appropriate repairs thereto of every kind and nature, whether
interior or exterior, structural or non-structural, ordinary or extraordinary,
foreseen or unforeseen or arising by reason of a condition existing prior to the
Commencement Date (concealed or otherwise).  Tenant shall operate and maintain
the Property in accordance with the maintenance practices of the Property at the
Commencement Date and otherwise in a manner comparable to other comparable golf
courses (including the related resort and conference facilities) in the vicinity
of the Property.  Landlord may consult with the Advisory Association from time
to time with respect to Tenant's compliance with its maintenance and operation
obligations under this Section 11.1, and Landlord and representatives of
Advisory Association shall have the right from time to time to enter the
Property for the purpose of inspecting the Property.  If Landlord, in
consultation with the Advisory Association, determines that Tenant has failed to
comply with its maintenance and operation obligations under this Section 11.1,
Landlord shall provide written notice to Tenant setting forth a list of remedial
work and/or steps to be performed by Tenant.  Tenant shall promptly and
diligently perform such remedial work and/or steps as recommended by Landlord,
provided if Tenant objects to one or more of the remedial obligations proposed
by Landlord, then the matter shall be submitted to the dispute resolution
procedure set forth in Section 12.7. Tenant will not take or omit to take any
action the taking or omission of which could reasonably be expected to impair
the value or the usefulness of the Property or any part thereof for its Primary
Intended Use.  In no event shall Tenant be deemed to be in violation of this
Section 11.1 if Tenant has requested that Landlord disburse available funds from
the Capital Replacement Reserve to cure such default by making capital repairs,
improvements or replacements and Landlord has not consented to such
disbursement.

          11.2 WAIVER OF STATUTORY OBLIGATIONS.  Landlord shall not under any
circumstances be required to build or rebuild any improvements on the Property,
or to make any repairs, replacements, alterations, restorations or renewals of
any nature or description to the Property, whether ordinary or extraordinary,
structural or non-structural, foreseen or unforeseen, or to make any expenditure
whatsoever with respect thereto, in connection with this Lease, or to maintain
the Property in any way.  Tenant hereby waives, to the extent permitted by law,
the right to make repairs at the expense of Landlord pursuant to any law in
effect at the time of the execution of this Lease or hereafter enacted.


                                          29
<PAGE>

          11.3 MECHANIC'S LIENS.  Nothing contained in this Lease and no action
or inaction by Landlord shall be construed as (i) constituting the consent or
request of Landlord expressed or implied, to any contractor, subcontractor,
laborer, materialman or vendor to or for the performance of any labor or
services or the furnishing of any materials or other property for the
construction, alteration, addition, repair or demolition of or to the Property
or any part thereof; or (ii) giving Tenant any right, power or permission to
contract for or permit the performance of any labor or services or the
furnishing of any materials or other property, in either case, in such fashion
as would permit the making of any claim against Landlord in respect thereof or
to make any agreement that may create, or in any way be the basis for, any
right, title, interest, lien, claim or other encumbrance upon the estate of
Landlord in the Property, or any portion thereof.

          11.4 SURRENDER OF PROPERTY.  Unless the Lease shall have been
terminated pursuant to the provisions of Article 15, Tenant shall, upon the
expiration or prior termination of the Term, vacate and surrender the Property
to Landlord in good condition (subject to the obligation of Tenant to maintain
the Property in good order and repair during the entire Term of the Lease).

                                     ARTICLE 12
          TENANT IMPROVEMENTS; SUBMITTAL OF BUDGETS; FINANCIAL STATEMENTS

          12.1 TENANT'S RIGHT TO CONSTRUCT.  Subject to the prior written
approval of Landlord in its reasonable discretion, during the Lease Term Tenant
may make alterations, additions, changes and/or improvements to the Property
(individually, a "Tenant Improvement," and collectively, "Tenant Improvements"),
provided any Landlord Improvements costing $100,000 or less shall not require
approval of Landlord.  Except as set forth in Section 12.9 below, any such
Tenant Improvement shall be made at Tenant's sole expense and shall become the
property of Landlord upon termination of this Lease.  Unless made on an
emergency basis to prevent injury to Person or property, Tenant will submit
plans and specifications for any Tenant Improvements, in the form necessary for
any required building permits, to Landlord for Landlord's prior written
approval, such approval not to be unreasonably withheld or delayed and withheld
or delayed and shall not be withheld so long as such alterations, additions,
changes and/or improvements do not have a material adverse affect on the value
of the Property or the Innisbrook Property.

          Upon approval by Landlord:

          (a)  Tenant shall diligently seek all governmental approvals and any
     other necessary private approvals (E.G., ground lessor, mortgagee, etc.)
     relating to the construction of any Tenant Improvement; and


                                          30
<PAGE>

          (b)  once Tenant begins the construction of any Tenant Improvement,
     Tenant shall diligently prosecute any such Tenant Improvement to completion
     in accordance with applicable insurance requirements and the laws, rules
     and regulations of all governmental bodies or agencies having jurisdiction
     over the Property; and

          (c)  Tenant shall not suffer or permit any mechanics' liens exceeding
     One Hundred Thousand Dollars ($100,000) in the aggregate at any one time to
     exist against the Property (and with respect to such liens will cause them
     to be removed of record or bonded over not less than thirty (30) days prior
     to scheduled foreclosure pursuant to such lien or suffer or permit any
     other claims or demands arising from the work of construction of any Tenant
     Improvement to be enforced against the Property or any part thereof, and
     Tenant agrees to hold Landlord and the Property free and harmless from all
     liability from any such liens, claims or demands, together with all costs
     and expenses in connection therewith; and

          (d)  all work shall be performed in a good and workmanlike manner.

          12.2 SCOPE OF RIGHT.  Subject to Section 12.1, at Tenant's cost and
expense, Tenant shall have the right to:

          (a)  seek any governmental approvals, including building permits,
     licenses, conditional use permits and any certificates of need that Tenant
     requires to construct any Tenant Improvement;

          (b)  erect upon the Property such Tenant Improvements as Tenant deems
     desirable; and

          (c)  engage in any other lawful activities that Tenant determines are
     necessary or desirable for the development of the Property in accordance
     with its Primary Intended Use.

          12.3 COOPERATION OF LANDLORD.  Landlord shall cooperate with Tenant
and take such actions, including the execution and delivery to Tenant of any
applications or other documents, reasonably requested by Tenant in order to
obtain any governmental approvals sought by Tenant to construct any Tenant
Improvement approved by Landlord in accordance with Section 12.1 of this Lease
within ten (10) Business Days following the later of (a) the date Landlord
receives Tenant's request, or (b) the date of delivery of any such application
or document to Landlord, so long as the taking of such action, including the
execution of said applications or documents, shall be without cost to Landlord
(or if there is a cost to Landlord, such cost shall be reimbursed by Tenant),
and will not cause Landlord to be in violation of any law, ordinance or
regulation.


                                          31
<PAGE>

          Landlord shall have the right at any time and from time to time to
post and maintain upon the Property such notices as may be necessary to protect
Landlord's interest from mechanics' liens, materialmen's liens or liens of a
similar nature.

          12.4 CAPITAL REPLACEMENT FUND.  Tenant shall be obligated to pay to
Landlord, and Tenant shall be obligated to accrue, the Capital Replacement
Reserve.  Amounts in the Capital Replacement Fund shall be and remain the
property of Tenant, shall be subject to the rights of Landlord as herein
provided, and shall be additional security for Tenant's obligations hereunder.
The Capital Replacement Reserve shall be paid to Landlord by Tenant on the last
day of each Fiscal Quarter of Tenant.  Amounts in the Capital Replacement Fund
from time to time shall be deemed to accrue interest at a money market rate as
reasonably determined by Landlord and such interest shall be credited to the
Capital Replacement Fund.  Upon the written request by Tenant to Landlord
stating the specific use to be made and subject to the reasonable approval of
Landlord, the Capital Replacement Fund shall be made available to Landlord for
Capital Expenditures.  Tenant shall have no rights with respect to any amounts
in the Capital Replacement Fund except as provided herein.  Subject to
Landlord's approval of the Capital Expenditures (which approval shall not be
unreasonably withheld and which shall be granted provided such improvements are
reasonably expected to increase the long-term value of the Property), Landlord
shall make available to Tenant amounts from the Capital Replacement Fund under
the following conditions:

                    (a)  No Event of Default exists and is continuing;

                    (b)  Tenant presents paid qualifying receipts or invoices;

                    (c)  Such expenditures are included in the Capital Budget
          submitted to and approved by Landlord in accordance with Section 12.7
          or will enhance the long-term value of the Property; and

                    (d)  If from time to time Tenant shall expend monies beyond
          the balance in the Capital Replacement Fund, then Tenant shall be
          afforded the opportunity to present such paid invoices for
          reimbursement at later dates when the Tenant's reserve balance shall
          be replenished to a level that can support such expenditure.

          12.5 RIGHTS IN TENANT IMPROVEMENTS.  All Tenant Improvements shall be
the property of Landlord.  However, Tenant shall be entitled to all federal and
state income tax benefits associated with any Tenant Improvement during the
Lease Term exclusive of any Capital Expenditures paid for from amounts


                                          32
<PAGE>

credited to the Capital Replacement Fund, as to which Landlord shall be entitled
all income tax benefits.

          12.6 LANDLORD'S RIGHT TO AUDIT CALCULATION OF GROSS GOLF REVENUE.
Landlord, at its own expense except as provided hereinbelow, shall have the
right from time to time directly or though its accountants to audit the
information set forth in the Officer's Certificate referred to in Section 4.4
for a period of five (5) years form Receipt of such Officer's Certificate and in
connection with such audits to examine Tenant's book and records with respect
thereto (including supporting data, sales tax returns and Tenant's work papers).
If any such audit discloses a deficiency in the payment of Percentage Rent,
Tenant shall forthwith pay to Landlord the amount of the deficiency as finally
agreed or determined, together with interest at the Overdue Rate from the date
when said payment should have been made to the date of payment thereof;
PROVIDED, HOWEVER, that as to any audit that is commenced more than twelve (12)
months after the date Gross Golf Revenue for any Fiscal Year is reported by
Tenant to Landlord in the Officer's Certificate, the deficiency, if any, with
respect to such Gross Golf Revenue shall bear interest as permitted herein only
from the date such determination of deficiency is made unless such deficiency is
the result of gross negligence or willful misconduct on the part of Tenant.  If
any such audit discloses that the Gross Golf Revenue actually received by Tenant
for any Fiscal Year exceeds the Gross Golf Revenue reported by Tenant in the
Officer's Certificate by more than two percent (2%), then Tenant shall pay all
reasonable costs of such audit and examination; provided Tenant shall have the
right to submit the audit determination to arbitration in accordance with the
procedures set forth in Article 28.  Landlord shall also have the right to
review and audit from time to time Tenant's business operations including all
books, records and financial statements of Tenant.  Tenant shall promptly
provide to Landlord copies of all such books, records, financial statements or
any other documentation of Tenant's business operations reasonably requested by
Landlord.  Landlord shall keep confidential the contents of such books, records,
financial statements and other documentations, provided Landlord shall be
permitted to disclose the foregoing to its attorneys, accountants and advisors
who agree to maintain the confidentiality of such information, and shall also be
permitted to disclose the foregoing as may be necessary or appropriate in any
public filings of the Company or GTA, Inc. or in any litigation proceedings.

          12.7 ANNUAL BUDGET.  Not later than forty-five (45) days prior to the
commencement of each Fiscal Year, Tenant shall prepare and submit to Landlord an
operating budget (the "Operating Budget") and a capital budget (the "Capital
Budget") prepared in accordance with the requirements of this Section 12.7.  The
Operating Budget and the Capital Budget (together, the "Annual Budget") shall be
prepared in a form approved by Landlord


                                          33
<PAGE>

for use throughout the Lease Term and show by quarter and for the year as a
whole the following:

          (a)  Tenant's reasonable estimate of Gross Revenue and Gross Expenses
itemized on schedules on a quarterly basis as approved by Landlord and Tenant,
together with assumptions, in narrative form, forming the basis of such
schedules.

          (b)  An estimate of any amounts Landlord will be requested to provide
for Capital Expenditures during the next two Fiscal Years, subject to the
limitations set forth in Section 12.4.

          (c)  A cash flow projection.

          (d)  A narrative description of any anticipated significant events,
including, if requested by Landlord, a narrative description of any category of
operating expenses that decrease or increase by five percent (5%) or more from
the prior year's expenses.

          (e)  Tenant's reasonable estimate for each Fiscal Quarter of the
Percentage Rent to be paid for such quarter.

          Landlord shall have thirty (30) days after the date on which it
receives the Annual Budget to review, approve or disapprove the Annual Budget,
which approval shall not be withheld so long as such Annual Budget is reasonably
designed to enhance the long-term value of the Property.  If the parties are not
able to reach agreement on the Annual Budget for any Fiscal Year during
Landlord's thirty (30) day review period, the parties shall attempt in good
faith during the subsequent thirty (30) day period to resolve any disputes,
which attempts shall include, if requested by either party, at least one (1)
meeting of executive-level officers of Landlord and Tenant and one (1) meeting
with the directors of the Advisory Association.  In the event the parties are
still not able to reach agreement on the Annual Budget for any particular Fiscal
Year after complying with the foregoing requirements of this Section 12.7, the
parties shall adopt such portions of the Operating Budget and the Capital Budget
as they may have agreed upon, and any matters not agreed upon shall be referred
to a dispute resolution committee composed of three (3) members of the Advisory
Association unaffiliated with Tenant and two (2) members of the board of
directors of the Company.  Such committee shall be responsible for resolving any
such disagreement and the parties agree that the determination of such dispute
resolution committee shall be binding on the parties.  In resolving such dispute
the committee shall base its determination on whether the Annual Budget is
reasonably designed to enhance the long-term value of the Property.  Pending the
results of such resolution or the earlier agreement of the parties, (i) if the
Operating Budget has not been agreed upon, the Property will be operated in a
manner consistent with the


                                          34
<PAGE>

prior year's Operating Budget until a new Operating Budget is adopted, and (ii)
if the Capital Budget has not been agreed upon, no Capital Expenditures shall be
made unless the same are set forth in a previously approved Capital Budget or
are specifically required by Landlord or are otherwise required to comply with
Legal Requirements or Insurance Requirements.  Tenant shall operate the Property
in a manner reasonably consistent with the Annual Budget.

          12.8 FINANCIAL STATEMENTS.

          (a)  Tenant shall utilize, or cause to be utilized, an accounting
system for the Property in accordance with its usual and customary practice, and
in accordance with GAAP, that will accurately record all data necessary to
compute Percentage Rent, and Tenant shall retain for at least five (5) years
after the expiration of each Fiscal Year, reasonably adequate records conforming
to such accounting system showing all data necessary to compute Percentage Rent.
The books of account and all other records relating to or reflecting the
operation of the Property shall be kept either at the Property or at Tenant's
offices in Greenwich, Connecticut, or Scottsdale, Arizona.  Such books and
records shall be available to Landlord and its representatives for examination,
audit, inspection and transcription.

          (b)  Tenant shall furnish to Landlord within thirty (30) days of the
end of each Fiscal Quarter (i) unaudited financial statements for the Fiscal
Quarter and year to date, together with the same information for the comparable
prior Fiscal Quarter and year to date, including the following: results of
operations, a balance sheet, statements of cash flows and statement of changes
in owner's equity.  If Landlord requests, Tenant shall provide reviewed
financial statements for such Fiscal Quarter; provided, however, such review
(except as provided for in clause (ii)) shall be at Landlord's expense.  Each
quarterly report shall also include a narrative explaining any deviation in any
major revenue or expense category or operating expenses (by category) of more
than ten percent (10%) from the amounts set forth on the Annual Budget, together
with, if appropriate a revised Annual Budget, which budget shall be subject to
Landlord's review and approval as provided in Section 12.7.  Each quarterly
report shall also forecast any projected Percentage Rent payable for the
following Fiscal Quarter.

          (c)  For each Fiscal Year, Tenant shall deliver to Landlord within
seventy five (75) days of the end of such Fiscal Year financial statements
prepared in accordance with GAAP and audited by any nationally recognized
independent accounting firm licensed to practice before the Securities and
Exchange Commission.

          (d)  If requested by Landlord, Tenant will make available to Landlord
and the Company and their respective


                                          35
<PAGE>

lenders, underwriters, counsel, accountants and advisors such additional
information and financial statements with respect to Tenant and the Property as
Landlord may reasonably request without any additional cost to Tenant, and
Tenant agrees to reasonably cooperate with Landlord and the Company in effecting
public or private debt or equity financings by the Landlord or the Company,
without any additional cost to Tenant, modifications to this Lease or the
requirement of additional collateral from Tenant.

          12.9 LANDLORD IMPROVEMENTS.  Landlord agrees to make those certain
Tenant Improvements set forth on Exhibit J hereto in an amount not to exceed One
Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the "Landlord
Improvements") in accordance with the time periods set forth on Exhibit J, but
in no event to exceed one (1) year from the Closing Date (the "Improvement
Period").  Landlord appoints Tenant as its agent to make the Landlord
Improvements, and Tenant indemnifies and holds Landlord harmless from and
against all costs, damages and liabilities (including legal fees) arising from
the making of the Landlord Improvements by Tenant.  On a monthly basis during
the Improvement Period, upon Tenant's completion of all or any portion of the
Landlord Improvements, upon Tenant's written request with the support
documentation described in Exhibit H hereto, Landlord will reimburse Tenant for
the cost of such portion of Landlord Improvements.

                                     ARTICLE 13
                    LIENS, ENCROACHMENTS AND OTHER TITLE MATTERS

          13.1 LIENS.  Subject to the provisions of Article 14 relating to
permitted contests, Tenant will not directly or indirectly create or allow to
remain, and will promptly discharge at its expense any lien, encumbrance,
attachment, title retention agreement or claim upon the Property or any
attachment, levy, claim or encumbrance emanating from Tenant's actions or
negligence, not including, however:

          (a)  this Lease and any liens permitted by this Lease;

          (b)  the matters, if any, that existed as of the Commencement Date,
     as set forth on the title policy received by Landlord;

          (c)  restrictions, liens and other encumbrances which are consented
     to in writing by Landlord, or any easements granted pursuant to the
     provisions of Section 9.4 of this Lease;

          (d)  liens for those taxes of Landlord which Tenant is not required
     to pay hereunder;

          (e)  subleases or licenses permitted by Article 23;


                                          36
<PAGE>

          (f)  liens for Impositions or for sums resulting from noncompliance
     with Legal Requirements so long as such liens are in the process of being
     contested as permitted by Article 14;

          (g)  liens of mechanics, laborers, materialmen, suppliers or vendors
     for sums either disputed (PROVIDED THAT such liens are in the process of
     being contested as permitted by Article 14) or not yet due; and

          (h)  any liens which are the responsibility of Landlord pursuant to
     the provisions of Article 25 or any other liens arising through or under
     Landlord.

          13.2 ENCROACHMENTS AND OTHER TITLE MATTERS.  Subject to Article 21
and excepting any matters granted or created by Landlord after the Commencement
Date, if any of the Improvements shall, at any time, encroach upon any property,
street or right-of-way adjacent to the Property, or shall violate the agreements
or conditions contained in any lawful restrictive covenant or other agreement
affecting the Property, or any part thereof, or shall impair the rights of
others under any easement or right-of-way to which the Property is subject, or
the use of the Property is impaired, limited or interfered with by reason of the
exercise of the right of surface entry or any other rights under a lease or
reservation of any oil, gas, water or other minerals, then promptly upon request
of Landlord or at the behest of any person affected by any such encroachment,
violation or impairment, Tenant, at its sole cost and expense (subject to its
right to contest the existence of any such encroachment, violation or
impairment), shall protect, indemnify, save harmless and defend Landlord, the
Company and Affiliates of the Company from and against all losses, liabilities,
obligations, claims, damages, penalties, causes of action, costs and expenses
(including reasonable attorneys' fees and expenses) based on or arising by
reason of any such encroachment, violation or impairment and in such case, in
the event of an adverse final determination, either (i) obtain valid and
effective waivers or settlements of all claims, liabilities and damages
resulting from each such encroachment, violation or impairment, whether the same
shall affect Landlord or Tenant; or (ii) make such changes in the Improvements,
and take such other actions, as Tenant in the good faith exercise of its
judgment deems reasonably practicable, to remove such encroachment, and to end
such violation or impairment, including, if necessary, the alteration of any of
the Improvements, and in any event take all such actions as may be necessary in
order to be able to continue the operation of the Improvements for the Primary
Intended Use substantially in the manner and to the extent the Improvements were
operated prior to the assertion of such violation or encroachment.  Tenant's
obligation under this Section 13.2 shall be in addition to and shall in no way
discharge or diminish any obligation of any insurer under any policy of title or
other insurance and Tenant


                                          37
<PAGE>

shall be entitled to a credit for any sums recovered by Landlord under any such
policy of title or other insurance.

                                     ARTICLE 14
                                 PERMITTED CONTESTS

          14.1 AUTHORIZATION.  Tenant, may contest, by appropriate legal
proceedings conducted in good faith and with due diligence, the amount, validity
or application, in whole or in part, of any Imposition or any Legal Requirement
or Insurance Requirement, or any lien, attachment, levy, encumbrance, charge or
claim not otherwise permitted by Section 13.1; provided, however, that nothing
in this Section 14.1 shall limit the right of Landlord to contest the amount,
validity or application, in whole or in part, of any Imposition, Legal
Requirement, Insurance Requirement, or any lien, attachment, levy, encumbrance,
charge or claim with respect to the Property (and Tenant shall reasonably
cooperate with Landlord with respect to such contest), and, FURTHER PROVIDED
THAT:

          (a)  in the case of an unpaid Imposition, lien, attachment, levy,
     encumbrance, charge or claim, the commencement and continuation of such
     proceedings shall suspend the collection thereof from Landlord and from the
     Property, and neither the Property nor any Rent therefrom nor any part
     thereof or interest therein would be in any danger of being sold,
     forfeited, attached or lost pending the outcome of such proceedings;

          (b)  in the case of a Legal Requirement, Landlord would not be
     subject to criminal or material civil liability for failure to comply
     therewith pending the outcome of such proceedings.  Nothing in this Section
     14.1(b), however, shall permit Tenant to delay compliance with any
     requirement of an Environmental Law to the extent such non-compliance poses
     an immediate threat of injury to any Person or to the public health or
     safety or of material damage to any real or personal property;

          (c)  in the case of a Legal Requirement and/or an Imposition, lien,
     encumbrance or charge, Tenant shall give such reasonable security, if any,
     as may be demanded by Landlord to insure ultimate payment of the same and
     to prevent any sale or forfeiture of the affected Property or the Rent by
     reason of such non-payment or noncompliance, PROVIDED, HOWEVER, the
     provisions of this Article 14 shall not be construed to permit Tenant to
     contest the payment of Rent (except as to contests concerning the method of
     computation or the basis of levy of any Imposition or the basis for the
     assertion of any other claim) or any other sums payable by Tenant to
     Landlord hereunder;


                                          38
<PAGE>

          (d)  no such contest shall interfere in any material respect with the
     use or occupancy of the Property;

          (e)  in the case of an Insurance Requirement, the coverage required
     by Article 15 shall be maintained; and

          (f)  if such contest be finally resolved against Landlord or Tenant,
     Tenant shall, as Additional Charges due hereunder, promptly pay the amount
     required to be paid, together with all interest and penalties accrued
     thereon, or comply with the applicable Legal Requirement or Insurance
     Requirement.

               14.2 INDEMNIFICATION OF LANDLORD.  Landlord, at Tenant's expense,
shall execute and deliver to Tenant such authorizations and other documents as
may reasonably be required in any such contest, and, if reasonably requested by
Tenant or if Landlord so desires, Landlord shall join as a party therein.
Tenant shall indemnify and save Landlord harmless against any liability, cost or
expense of any kind that may be imposed upon Landlord in connection with any
such contest and any loss resulting therefrom.

                                     ARTICLE 15
                                     INSURANCE

          15.1 GENERAL INSURANCE REQUIREMENTS.  During the Lease Term, Tenant
shall at all times keep the Property, and all property located in or on the
Property, including all Tenant's Personal Property and any Tenant Improvements,
insured with the kinds and amounts of insurance described below.  This insurance
shall be written by companies authorized to do insurance business in the State,
and shall otherwise meet the requirements set forth in Section 15.5 of this
Lease.  The policies must name Landlord as an additional insured or loss payee,
as applicable.  Losses shall be payable to Landlord and/or Tenant as provided in
this Article 15.  In addition, the policies shall name as a loss payee any
Facility Mortgagee by way of a standard form of mortgagee's loss payable
endorsement.  Any loss adjustment in excess of $100,000 shall require the
written consent of Landlord, Tenant, and each Facility Mortgagee, if any.
Evidence of insurance shall be deposited with Landlord and, if requested, with
any Facility Mortgagee(s).  The policies on the Property, including the
Improvements, Fixtures, Tangible and Intangible Personal Property and any Tenant
Improvements, shall insure against the following risks:

          (a)  ALL RISK.  Loss or damage by all risks or perils including, but
     not limited to, fire, vandalism, malicious mischief and extended coverages,
     including sprinkler leakage, in an amount not less than 100% of the then
     Full Replacement Cost thereof covering all structures built on the Property
     and all Tangible Personal Property; and further


                                          39
<PAGE>

     provided the Tangible Personal Property may be insured at its fair market
     value.

          (b)  LIABILITY.  Claims for personal injury or property damage under
     a policy of comprehensive general public liability insurance with amounts
     (including an applicable umbrella policy) not less than five million
     dollars ($5,000,000) per occurrence and in the aggregate.

          (c)  FLOOD.  Flood insurance (when the Property is located in whole
     or in material part a designated flood plain area) in an amount similar to
     the amount insured by comparable golf course properties in the area.
     Notwithstanding the foregoing, Tenant shall not be required to participate
     in the National Flood Insurance Program or otherwise obtain flood insurance
     to the extent not available at commercially reasonable rates; provided
     Tenant shall give Landlord written notice thereof prior to cancelling or
     not obtaining any flood insurance.  Tenant may opt to insure the structures
     only, and not the Land, subject to the approval of Landlord, in Landlord's
     reasonable discretion.

          (d)  WORKER'S COMPENSATION.  Adequate worker's compensation insurance
     coverage for all Persons employed by Tenant on the Property in accordance
     with the requirements of applicable federal, state and local laws.  Tenant
     shall have the option to self-insure up to five thousand dollars ($5,000)
     of the amount of insurance required in the event State law permits such
     self-insurance, subject to the approval of Landlord, in Landlord's sole and
     absolute discretion.

          15.2 OTHER INSURANCE.  Such other insurance on or in connection with
any of the Property as Landlord or any Facility Mortgagee may reasonably
require, which at the time is usual and commonly obtained in connection with
properties similar in type of building size and use to the Property and located
in the geographic area where the Property is located.

          15.3 REPLACEMENT COST.  In the event either party believes that the
Full Replacement Cost of the insured property has increased or decreased at any
time during the Lease Term, it shall have the right to have such Full
Replacement Cost redetermined by the Impartial Appraiser.  The party desiring to
have the Full Replacement Cost so redetermined shall forthwith, on receipt of
such determination by such Impartial Appraiser, give written notice thereof to
the other party hereto.  The determination of such Impartial Appraiser shall be
final and binding on the parties hereto, and Tenant shall forthwith increase, or
may decrease, the amount of the insurance carried pursuant to this Section 15.3,
as the case may be, to the amount so determined by the Impartial Appraiser.
Each party shall pay one-half of the fee, if any, of the Impartial Appraiser.


                                          40
<PAGE>

          15.4 WAIVER OF SUBROGATION.  All insurance policies carried by either
party covering the Property including contents, fire and casualty insurance,
shall expressly waive any right of subrogation on the part of the insurer
against the other party (including any Facility Mortgagee).  The parties hereto
agree that their policies will include such waiver clause or endorsement so long
as the same are obtainable without extra cost, and in the event of such an extra
charge the other party, at its election, may pay the same, but shall not be
obligated to do so.

          15.5 FORM SATISFACTORY, ETC.  All of the policies of insurance
referred to in this Article 15 shall be written in a form reasonably
satisfactory to Landlord and by insurance companies rated not less than B+, XI
by A.M. Best's Insurance Guide.  Tenant shall pay all premiums for the policies
of insurance referred to in Sections 15.1 and 15.2 and shall deliver
certificates thereof to Landlord prior to their effective date (and with respect
to any renewal policy, at least ten (10) days prior to the expiration of the
existing policy).  In the event Tenant fails to satisfy its obligations under
this Article 15, Landlord shall be entitled, but shall have no obligation, to
effect such insurance and pay the premiums therefor, which premiums shall be
repayable to Landlord upon written demand as Additional Charges.  Each insurer
issuing policies pursuant to this Article 15 shall agree, by endorsement on the
policy or policies issued by it, or by independent instrument furnished to
Landlord, that it will give to Landlord thirty (30) days' written notice before
the policy or policies in question shall be altered, allowed to expire or
cancelled.  Each such policy shall also provide that any loss otherwise payable
thereunder shall be payable notwithstanding (i) any act or omission of Landlord
or Tenant which might, absent such provision, result in a forfeiture of all or a
part of such insurance payment, (ii) the occupation or use of the Property for
purposes more hazardous than those permitted by the provisions of such policy,
(iii) any foreclosure or other action or proceeding taken by any Facility
Mortgagee pursuant to any provision of a mortgage, note, assignment or other
document evidencing or securing a loan upon the happening of an event of default
therein or (iv) any change in title to or ownership of the Property.

          15.6 CHANGE IN LIMITS.  In the event that Landlord shall at any time
reasonably determine on the basis of prudent industry practice that the
liability insurance carried by Tenant pursuant to Sections 15.1 and 15.2 is
either excessive or insufficient, the parties shall endeavor to agree on the
proper and reasonable limits for such insurance to be carried; and such
insurance shall thereafter be carried with the limits thus agreed on until
further changed pursuant to the provisions of this Article 15; PROVIDED,
HOWEVER, that the deductibles for such insurance or the amount of such insurance
which is self-retained by Tenant shall be as reasonably determined by Tenant so
long as


                                          41
<PAGE>

Tenant can reasonably demonstrate its ability to satisfy such deductible or
amount of such self-retained insurance.

          15.7 BLANKET POLICY.  Notwithstanding anything to the contrary
contained in this Article 15, Tenant's obligations to carry the insurance
provided for herein may be brought within the coverage of a so-called blanket
policy or policies of insurance carried and maintained by Tenant; PROVIDED,
HOWEVER, that the coverage afforded Landlord will not be reduced or diminished
or otherwise be different from that which would exist under a separate policy
meeting all other requirements of this Lease by reason of the use of such
blanket policy of insurance, and provided further that the requirements of this
Article 15 are otherwise satisfied.  The amount of this total insurance
allocated to each of the Other Leased Properties, which amount shall be not less
than the amounts required pursuant to Sections 15.1 and 15.2, shall be specified
either (i) in each such "blanket" or umbrella policy or (ii) in a written
statement, which Tenant shall deliver to Landlord and Facility Mortgagee, from
the insurer thereunder.  A certificate of each such "blanket" or umbrella policy
shall promptly be delivered to Landlord and Facility Mortgagee.

          15.8 INSURANCE PROCEEDS.  All proceeds of insurance payable by reason
of any loss or damage to the Property, or any portion thereof, and insured under
any policy of insurance required by this Article 15 shall (i) if greater than
$100,000, be paid to Landlord and held by Landlord and (ii) if less than such
amount, be paid to Tenant and held by Tenant.  All such proceeds shall be held
in trust deposited in an interest bearing account and shall be made available
together with any interest for reconstruction or repair, as the case may be, of
any damage to or destruction of the Property, or any portion thereof.

          15.9 DISBURSEMENT OF PROCEEDS.  Any proceeds held by Landlord or
Tenant shall be paid out by Landlord or Tenant from time to time for the
reasonable costs of such reconstruction or repair; PROVIDED, HOWEVER, that
Landlord shall disburse proceeds subject to the following requirements:

          (a)  prior to commencement of restoration, (i) the architects,
     contracts, contractors, plans and specifications for the restoration shall
     have been approved by Landlord, which approval shall not be unreasonably
     withheld or delayed and (ii) appropriate waivers of mechanics' and
     materialmen's liens shall have been filed;

          (b)  Tenant shall have obtained and delivered to Landlord copies of
     all necessary governmental and private approvals necessary to complete the
     reconstruction or repair, including building permits, licenses, conditional
     use permits and certificates of need;


                                          42
<PAGE>

          (c)  at the time of any disbursement, subject to Article 14, no
     mechanics' or materialmen's liens shall have been filed against any of the
     Property and remain undischarged, unless a satisfactory bond shall have
     been posted in accordance with the laws of the State;

          (d)  disbursements shall be made from time to time in an amount not
     exceeding the cost of the work completed since the last disbursement, upon
     receipt of (i) satisfactory evidence of the stage of completion, the
     estimated total cost of completion and performance of the work to date in a
     good and workmanlike manner in accordance with the contracts, plans and
     specifications, (ii) waivers of liens, (iii) a satisfactory bring down of
     title insurance and (iv) other evidence of cost and payment so that
     Landlord and Facility Mortgagee can verify that the amounts disbursed from
     time to time are represented by work that is completed, in place and free
     and clear of mechanics' and materialmen's lien claims;

          (e)  each request for disbursement shall be accompanied by a
     certificate of Tenant, signed by a senior member or officer of Tenant,
     describing the work for which payment is requested, stating the cost
     incurred in connection therewith, stating that Tenant has not previously
     received payment for such work and, upon completion of the work, also
     stating that the work has been fully completed and complies with the
     applicable requirements of this Lease;

          (f)  to the extent actually held by Landlord and not a Facility
     Mortgagee, (1) the proceeds shall be held in a separate account and shall
     not be commingled with Landlord's other funds, and (2) interest shall
     accrue on funds so held at the money market rate of interest and such
     interest shall constitute part of the proceeds.

          15.10     EXCESS PROCEEDS, DEFICIENCY OF PROCEEDS.  Any excess
proceeds of insurance remaining after the completion of the restoration or
reconstruction of the Property (or in the event neither Landlord nor Tenant is
required to or elects to repair and restore) shall be paid to Tenant.  All
salvage resulting from any risk covered by insurance shall belong to Tenant.

          If the costs of restoration or reconstruction exceeds the amount of
proceeds received by Landlord or Tenant from insurance, Tenant shall pay for
such excess cost of restoration or reconstruction, except that Tenant shall be
entitled to withdraw from the Capital Replacement Fund an amount necessary to
cover some or all of such excess; provided any amount so withdrawn must be
restored by Tenant to the Capital Replacement Fund within two (2) years of such
withdrawal.


                                          43
<PAGE>

          15.11     RECONSTRUCTION COVERED BY INSURANCE.

          (a)  DESTRUCTION RENDERING PROPERTY UNSUITABLE FOR ITS PRIMARY USE.
     If during the term the Property is totally or partially destroyed from a
     risk covered by the insurance described in Article 15 and the Property
     thereby is rendered Unsuitable For Its Primary Intended Use, Tenant shall,
     at its election, either (i) diligently restore the Property to
     substantially the same condition as existed immediately before the damage
     or destruction, or (ii) terminate the Lease as provided in Section 21.2 and
     assign all of its rights to any insurance proceeds required under this
     Lease to Landlord.

          (b)  DESTRUCTION NOT RENDERING PROPERTY UNSUITABLE FOR ITS PRIMARY
     USE.  If during the term, the Property is totally or partially destroyed
     from a risk covered by the insurance described in Article 15, but the Real
     Property is not thereby rendered Unsuitable For Its Primary Intended Use,
     Tenant shall diligently restore the Property to substantially the same
     condition as existed immediately before the damage or destruction;
     PROVIDED, HOWEVER, Tenant shall not be required to restore certain Tangible
     Personal Property and/or any Tenant Improvements if failure to do so does
     not adversely affect the amount of Rent payable hereunder or the Primary
     Intended Use in substantially the same manner immediately prior to such
     damage or destruction.  Such damage or destruction shall not terminate this
     Lease; PROVIDED FURTHER, HOWEVER, if Tenant cannot within eighteen (18)
     months obtain all necessary governmental approvals, including building
     permits, licenses, conditional use permits and any certificates of need,
     after diligent efforts to do so in order to be able to perform all required
     repair and restoration work and to operate the Property for its Primary
     Intended Use in substantially the same manner immediately prior to such
     damage or destruction, Tenant may terminate the Lease.

          15.12     RECONSTRUCTION NOT COVERED BY INSURANCE.  If during the
Term, the Property is totally or materially destroyed from a risk not covered by
the insurance described in Article 15, whether or not such damage or destruction
renders the Property Unsuitable For Its Primary Intended Use, Tenant shall
restore the Property to substantially the same condition as existed immediately
before the damage or destruction.  Tenant shall have the right to use proceeds
from the Capital Replacement Fund to perform such work, subject to the
conditions set forth in Section 12.4 hereof.

          15.13     NO ABATEMENT OF RENT.  This Lease shall remain in full force
and effect and Tenant's obligation to make rental payments and to pay all other
charges required by this


                                          44
<PAGE>

Lease shall remain unabated during the period required for repair and
restoration.

          15.14     WAIVER.  Tenant hereby waives any statutory rights of
termination which may arise by reason of any damage or destruction of the
Property which Landlord or Tenant is obligated to restore or may restore under
any of the provisions of this Lease.

          15.15     DAMAGE NEAR END OF TERM.  Notwithstanding any other
provision to the contrary in this Article 15, if damage to or destruction of the
Property occurs during the last twenty-four (24) months of the Lease Term, and
if such damage or destruction cannot reasonably be expected by Landlord to be
fully repaired or restored prior to the date that is twelve (12) months prior to
the end of the then-applicable Term, then either Landlord or Tenant shall have
the right to terminate the Lease on thirty (30) days' prior notice to the other
by giving notice thereof within sixty (60) days after the date of such damage or
destruction.  Upon any such termination, Landlord shall be entitled to retain
all insurance proceeds, grossed up by Tenant to account for the deductible or
any self-insured retention.  If Landlord shall give Tenant a notice under this
Section 15.15 that it seeks to terminate this Lease at a time when Tenant has a
remaining Extended Term, then such termination notice shall be of no effect if
Tenant shall exercise its rights to extend the Term not later than the earlier
of the time required by Section 3.2 or thirty (30) days after Landlord's notice
given under this Section 15.15.

                                     ARTICLE 16
                                    CONDEMNATION

          16.1 TOTAL TAKING.  If at any time during the Term the Property is
totally and permanently taken by Condemnation, this Lease shall terminate on the
Date of Taking and Tenant shall promptly pay all outstanding rent and other
charges through the date of termination.

          16.2 PARTIAL TAKING.  If a portion of the Property is taken by
Condemnation, this Lease shall remain in effect if the Property is not thereby
rendered Unsuitable For Its Primary Intended Use, but if the Property is thereby
rendered Unsuitable For Its Primary Intended Use, this Lease shall terminate on
the Date of Taking.

          16.3 RESTORATION.  If there is a partial taking of the Property and
this Lease remains in full force and effect pursuant to Section 16.2, Landlord
at its cost shall accomplish all necessary restoration up to but not exceeding
the amount of the Award payable to Landlord, as provided herein.  If Tenant
receives an Award under Section 16.4, Tenant shall repair or restore any Tenant
Improvements up to but not exceeding the amount of the Award payable to Tenant
therefor.


                                          45
<PAGE>

          16.4 AWARD-DISTRIBUTION.  The entire Award shall belong to and be
paid to Landlord, except that, subject to the rights of the Facility Mortgagee,
Tenant shall be entitled in the event Tenant restores the Property to receive
from the Award disbursements in the same manner as the disbursement of insurance
proceeds pursuant to Section 15.9.  If and to the extent such Award specifically
includes such items, Tenant shall also be entitled to disbursements, a sum
attributable to the value, if any, of: (i) the loss of Tenant's business during
the remaining term, (ii) any Tenant Improvements and (iii) the leasehold
interest of Tenant under this Lease.

          16.5 TEMPORARY TAKING.  The taking of the Property, or any part
thereof, by military or other public authority shall constitute a taking by
Condemnation only when the use and occupancy by the taking authority has
continued for longer than six (6) months.  During any such six (6) month period,
which shall be a temporary taking, all the provisions of this Lease shall remain
in full force and effect with no abatement of rent payable by Tenant hereunder.
In the event of any such temporary taking, the entire amount of any such Award
made for such temporary taking allocable to the Lease Term, whether paid by way
of damages, rent or otherwise, shall be paid to Tenant.

                                     ARTICLE 17
                                 EVENTS OF DEFAULT

          17.1 EVENTS OF DEFAULT.  If any one or more of the following events
(individually, an "Event of Default") shall occur:

          (a)  if Tenant shall fail to make payment of the Rent payable by
     Tenant under this Lease when the same becomes due and payable and such
     failure is not cured by Tenant within a period of ten (10) days after
     receipt by Tenant of notice thereof from Landlord; PROVIDED, HOWEVER,
     Tenant is only entitled to three (3) such notices per twelve (12) month
     period and that such notice shall be in lieu of and not in addition to any
     notice required under applicable law;

          (b)  if Tenant shall fail to observe or perform any material term,
     covenant or condition of this Lease and such failure is not cured by Tenant
     within a period of thirty (30) days after receipt by Tenant of notice
     thereof from Landlord, unless such failure cannot with due diligence be
     cured within a period of thirty (30) days, in which case such failure shall
     not be deemed to continue if Tenant proceeds promptly and with due
     diligence to cure the failure and diligently completes the curing thereof
     as soon as reasonably practicable following receipt of notice from Landlord
     of the default; PROVIDED, HOWEVER, that such notice shall be in lieu of and
     not in addition to any notice required under applicable law; PROVIDED
     FURTHER, HOWEVER,


                                          46
<PAGE>

     that the cure period shall not extend beyond thirty (30) days as otherwise
     provided by this Section 17.1(b) if the facts or circumstances giving rise
     to the default are creating a further harm to Landlord or the Property and
     Landlord makes a good faith determination that Tenant is not undertaking
     remedial steps that Landlord would cause to be taken if this Lease were
     then to terminate;

          (c)  if Tenant shall:

                         (i)    admit in writing its inability to pay its debts
          as they become due,

                         (ii)   file a petition in bankruptcy or a petition to
          take advantage of any insolvency act,

                         (iii)  make an assignment for the benefit of its
          creditors,

                         (iv)   be unable to pay its debts as they mature,

                         (v)    consent to the appointment of a receiver of
          itself or of the whole or any substantial part of its property, or

                         (vi)   file a petition or answer seeking reorganization
          or arrangement under the Federal bankruptcy laws or any other
          applicable law or statute of the United States of America or any state
          thereof;

          (d)  if Tenant shall, on a petition in bankruptcy filed against it,
     be adjudicated as bankrupt or a court of competent jurisdiction shall enter
     an order or decree appointing, without the consent of Tenant, a receiver of
     Tenant or of the whole or substantially all of its property, or approving a
     petition filed against it seeking reorganization or arrangement of Tenant
     under the federal bankruptcy laws or any other applicable law or statute of
     the United States of America or any state thereof, and such judgment, order
     or decree shall not be vacated or set aside or stayed within sixty
     (60) days from the date of the entry thereof;

          (e)  if Tenant shall be liquidated or dissolved, or shall begin
     proceedings toward such liquidation or dissolution;

          (f)  if the estate or interest of Tenant in the Property or any part
     thereof shall be levied upon or attached in any proceeding and the same
     shall not be vacated or discharged within the later of ninety (90) days
     after commencement thereof or thirty (30) days after receipt by


                                          47
<PAGE>

     Tenant of notice thereof from Landlord (unless Tenant shall be contesting
     such lien or attachment in accordance with Article 14); PROVIDED, HOWEVER,
     that such notice shall be in lieu of and not in addition to any notice
     required under applicable law;

          (g)  if, except as a result of damage, destruction or a partial or
     complete Condemnation, Tenant voluntarily ceases operations on the
     Property;

          (h)  any representation or warranty made by Tenant herein or in any
     certificate, demand or request made pursuant hereto proves to be incorrect,
     now or hereafter, in any material respect and the same has not been cured
     or remedied within a period of thirty (30) days after receipt by Tenant of
     notice thereof from Landlord; or

          (i)  an "Event of Default" (as defined in any such loan or lease) by
     Tenant or any Affiliate of Tenant in any loan or lease by and between such
     party and Landlord or any Affiliate of Landlord, or an "Event of Default"
     under the Pledge Agreement or the Stock Option Pledge Agreement;

          THEN, Tenant shall be declared to have breached this Lease.  Landlord
may terminate this Lease by giving Tenant not less than ten (10) days' notice
(or no notice for clauses (c), (d), (e), (f) and (g)) of such termination and
upon the expiration of the time fixed in such notice, the Term shall terminate
and all rights of Tenant under this Lease shall cease.  Landlord shall have all
rights at law and in equity available to Landlord as a result of Tenant's breach
of this Lease.

          17.2 PAYMENT OF COSTS.  Tenant shall, to the extent permitted by law,
pay as Additional Charges all costs and expenses incurred by or on behalf of
Landlord, including reasonable attorneys' fees and expenses, as a result of any
Event of Default hereunder.

          17.3 CERTAIN REMEDIES.  If an Event of Default shall have occurred
and be continuing, whether or not this Lease has been terminated pursuant to
Section 17.1, Tenant shall, to the extent permitted by law, if required by
Landlord to do so, immediately surrender to Landlord the Property pursuant to
the provisions of Section 17.1 and quit the same and Landlord may enter upon and
repossess the Property by reasonable force, summary proceedings, ejectment or
otherwise, and may remove Tenant and all other Persons and any and all Tenant's
Personal Property from the Property subject to any requirement of law.

          17.4 DAMAGES.  None of the following events shall relieve Tenant of
its liability and obligations hereunder, all of which shall survive any such
termination, repossession or reletting: (a) the termination of this Lease
pursuant to Section


                                          48
<PAGE>

17.1, (b) the repossession of the Property, (c) the failure of Landlord,
notwithstanding reasonable good faith efforts, to relet the Property, (d) the
reletting of all or any portion thereof, nor (e) the failure of Landlord to
collect or receive any rentals due upon any such reletting.  In the event of any
such termination, Tenant shall forthwith pay to Landlord all Rent due and
payable with respect to the Property to, and including, the date of such
termination.  Thereafter, Tenant shall forthwith pay to Landlord, at Landlord's
option, as and for liquidated and agreed current damages for Tenant's default,
and not as a penalty, either:

          (a)  the sum of:

                    (i)    the worth at the time of award of the unpaid Rent
          which had been earned at the time of termination,

                    (ii)   the worth at the time of award of the amount by which
          the unpaid Rent which would have been earned after termination until
          the time of award exceeds the amount of such unpaid Rent that Tenant
          proves could have been reasonably avoided, and

                    (iii)  the worth at the time of award of the amount by which
          the unpaid Rent for the balance of the Term after the time of award
          exceeds the amount of such unpaid Rent that Tenant proves could be
          reasonably avoided.

          In making the above determinations, the "worth at the time of the
award" in subsections (i) and (iii) shall be determined by the court having
jurisdiction thereof including interest at the Overdue Rate and the "worth at
the time of the award" in subsection (iii) shall be determined by the court
having jurisdiction thereof using a discount rate equal to the discount rate of
the Federal Reserve Bank of San Francisco at the time of the award plus one
percent (1%) and the Percentage Rent shall be deemed to be the same as for the
then-current Fiscal Year or, if not determinable, the immediately preceding
Fiscal Year, for the remainder of the Term, or such other amount as either party
shall prove reasonably could have been earned during the remainder of the Term
or any portion thereof; or

          (b)  without termination of Tenant's right to possession of the
Property, each installment of said Rent and other sums payable by Tenant to
Landlord under the Lease as the same becomes due and payable, which Rent and
other sums shall bear interest at the Overdue Rate from the date when due until
paid, and Landlord may enforce, by action or otherwise, any other term or
covenant of this Lease.


                                          49
<PAGE>

          17.5 ADDITIONAL REMEDIES.  Landlord has all other remedies that may
be available under applicable law.

          17.6 APPOINTMENT OF RECEIVER.  Upon the occurrence of an Event of
Default, and upon filing of a suit or other commencement of judicial proceedings
to enforce the rights of Landlord hereunder, Landlord shall be entitled, as a
matter or right, to the appointment of a receiver or receivers acceptable to
Landlord of the Property and of the revenues, earnings, income, products and
profits thereof, pending such proceedings, with such powers as the court making
such appointment shall confer.

          17.7 WAIVER.  If this Lease is terminated pursuant to Section 17.1,
Tenant waives, to the extent permitted by applicable law (a) any right of
redemption, re-entry or repossession and (b) any right to a trial by jury.

          17.8 APPLICATION OF FUNDS.  Any payments received by Landlord under
any of the provisions of this Lease during the existence or continuance of any
Event of Default (and such payment is made to Landlord rather than Tenant due to
the existence of an Event of Default) shall be applied to Tenant's obligations
in the order which Landlord may determine or as may be prescribed by the laws of
the State.

          17.9 IMPOUNDS.  Landlord shall have the right during the continuance
of an Event of Default to require Tenant to pay to Landlord an additional
monthly sum (each an "Impound Payment") sufficient to pay the Impound Charges
(as hereinafter defined) as they become due.  As used herein, "Impound Charges"
shall mean real estate taxes on the Property or payments in lieu thereof and
premiums on any insurance required by this Lease.  Landlord shall determine the
amount of the Impound Charges and of each Impound Payment.  The Impound Payments
shall be held in a separate account and shall not be commingled with other funds
of Landlord and interest thereon shall be held for the account of Tenant.
Landlord shall apply the Impound Payments to the payment of the Impound Charges
in such order or priority as Landlord shall determine or as required by law.  If
at any time the Impound Payments theretofore paid to Landlord shall be
insufficient for the payment of the Impound Charges, Tenant, within ten
(10) days after Landlord's demand therefor, shall pay the amount of the
deficiency to Landlord.

                                     ARTICLE 18
                     LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT

          If Tenant shall fail to make any payment or to perform any act
required to be made or performed under this Lease, and to cure the same within
the relevant time periods provided in Article 17, Landlord, after notice to and
demand upon Tenant, and without waiving or releasing any obligation or default,
may (but


                                          50
<PAGE>

shall be under no obligation to) at any time thereafter make such payment or
perform such act for the account and at the expense of Tenant.  Landlord may, to
the extent permitted by law, enter upon the Property for such purpose and take
all such action thereon as, in Landlord's opinion, may be necessary or
appropriate therefor.  No such entry shall be deemed an eviction of Tenant.  All
sums so paid by Landlord and all costs and expenses (including reasonable
attorneys' fees and expenses, to the extent permitted by law) so incurred,
together with a late charge thereon at the Overdue Rate from the date on which
such sums or expenses are paid or incurred by Landlord, shall be paid by Tenant
to Landlord on demand.  The obligations of Tenant and rights of Landlord
contained in this Article 18 shall survive the expiration or earlier termination
of this Lease.

                                     ARTICLE 19
                                 LEGAL REQUIREMENTS

          Subject to Article 14 regarding permitted contests, Tenant, at its
expense, shall promptly (a) comply with all Legal Requirements and Insurance
Requirements in respect of the use, operation, maintenance, repair and
restoration of the Property, whether or not compliance therewith shall require
structural changes in any of the Improvements or interfere with the use and
enjoyment of the Property; and (b) procure, maintain and comply with all
licenses and other authorizations required for any use of the Property then
being made, and for the proper erection, installation, operation and maintenance
of the Property or any party thereof.

                                     ARTICLE 20
                                    HOLDING OVER

          If Tenant shall for any reason remain in possession of the Property
after the expiration of the Term or earlier termination of the Term hereof, such
possession shall be deemed to be a tenant at sufferance during which time Tenant
shall pay as rental each month, 125% of the aggregate of (i) the aggregate Base
Rent and monthly portion of the Percentage Rent payable with respect to that
month in the last Fiscal Year; (ii) all Additional Charges accruing during the
month; and (iii) all other sums, if any, payable by Tenant pursuant to the
provisions of this Lease with respect to the Property.  During such period of
month-to-month tenancy, Tenant shall be obligated to perform and observe all of
the terms, covenants and conditions of this Lease, but shall have no rights
hereunder other than the right, to the extent given by law to month-to-month
tenancies, to continue its occupancy and use of the Property.  Nothing contained
herein shall constitute the consent, express or implied, of Landlord to the
holding over of Tenant after the expiration or earlier termination of this
Lease.


                                          51
<PAGE>

                                     ARTICLE 21
                                    RISK OF LOSS

          During the Lease Term, the risk of loss or of decrease in the
enjoyment and beneficial use of the Property as a consequence of the damage or
destruction thereof by fire, flood, the elements, casualties, thefts, riots,
wars or otherwise, or in consequence of foreclosures, attachments, levies or
executions (other than by Landlord and those claiming from, through or under
Landlord) is assumed by Tenant.  In the absence of gross negligence, willful
misconduct or breach of this Lease by Landlord pursuant to Section 28.2,
Landlord shall in no event be answerable or accountable therefor nor shall any
of the events mentioned in this Article 21 entitle Tenant to any abatement of
Rent.

                                     ARTICLE 22
                                  INDEMNIFICATION

          22.1 TENANT'S INDEMNIFICATION OF LANDLORD.  Except as otherwise
provided in Section 10.7 and notwithstanding the existence of any insurance
provided for in Article 15, and without regard to the policy limits of any such
insurance, Tenant will protect, indemnify, save harmless and defend Landlord,
the Company and Affiliates of the Company from and against all liabilities,
obligations, claims, actual damages (but excluding consequential damages),
penalties, causes of action, costs and expenses (including reasonable attorneys'
fees and expenses), to the extent permitted by law, imposed upon or incurred by
or asserted against Landlord, the Company or Affiliates of the Company by reason
of:

          (a)  any accident, injury to or death of persons or loss of or damage
     to property occurring on or about the Property or adjoining property,
     including, but not limited to, any accident, injury to or death of Person
     or loss of or damage to property resulting from golf balls, golf clubs,
     golf shoes, lawn mowers or other equipment, pesticides, fertilizers or
     other substances, golf carts, tractors or other motorized vehicles present
     on or adjacent to the Property;

          (b)  any use, misuse, non-use, condition, maintenance or repair of
     the Property;

          (c)  any Impositions (which are the obligations of Tenant to pay
     pursuant to the applicable provisions of this Lease);

          (d)  any failure on the part of Tenant to perform or comply with any
     of the terms of this Lease;


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<PAGE>

          (e)  any so-called "dram shop" liability associated with the sale
     and/or consumption of alcohol at the Property;

          (f)  the non-performance of any of the terms and provisions of any
     and all existing and future subleases of the Property to be performed by
     the landlord (Tenant) thereunder;

          (g)  the negligence or alleged negligence of Landlord with respect to
     the Property; or

          (h)  any liability Landlord may incur or suffer as a result of any
     permitted contest by Tenant pursuant to Article 14.

          22.2 LANDLORD'S INDEMNIFICATION OF TENANT.  Landlord shall protect,
indemnify, save harmless and defend Tenant from and against all liabilities,
obligations, claims, actual or consequential damages, penalties, causes of
action, costs and expenses (including reasonable attorneys' fees) imposed upon
or incurred by or asserted against Tenant as a result of Landlord's gross
negligence or willful misconduct.

          22.3 MECHANICS OF INDEMNIFICATION.  As soon as reasonably practicable
after receipt by the indemnified party of notice of any liability or claim
incurred by or asserted against the indemnified party that is subject to
indemnification under this Article 22, the indemnified party shall give notice
thereof to the indemnifying party.  The indemnified party may at its option
demand indemnity under this Article 22 as soon as a claim has been threatened by
a third party, regardless of whether an actual loss has been suffered, so long
as the indemnified party shall in good faith determine that such claim is not
frivolous and that the indemnified party may be liable for, or otherwise incur,
a loss as a result thereof and shall give notice of such determination to the
indemnifying party.  The indemnified party shall permit the indemnifying party,
at its option and expense, to assume the defense of any such claim by counsel
selected by the indemnifying party and reasonably satisfactory to the
indemnified party, and to settle or otherwise dispose of the same; PROVIDED,
HOWEVER, that the indemnified party may at all times participate in such defense
at its expense, and PROVIDED FURTHER, HOWEVER, that the indemnifying party shall
not, in defense of any such claim, except with the prior written consent of the
indemnified party, consent to the entry of any judgment or to enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff in question to the indemnified party and its
affiliates a release of all liabilities in respect of such claims, or that does
not result only in the payment of money damages by the indemnifying party.  If
the indemnifying party shall fail to undertake such defense within thirty (30)
days after such notice, or within such shorter time as may be reasonable under
the


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<PAGE>

circumstances, then the indemnified party shall have the right to undertake the
defense, compromise or settlement of such liability or claim on behalf of and
for the account of the indemnifying party.

          22.4 SURVIVAL OF INDEMNIFICATION OBLIGATIONS; AVAILABLE INSURANCE
PROCEEDS.  Tenant's or Landlord's liability for a breach of the provisions of
this Article 22 arising during the term hereof shall survive any termination of
this Lease.  Notwithstanding anything herein to the contrary, each party agrees
to look first to the available proceeds from any insurance it carries in
connection with the Property prior to seeking indemnification or otherwise
seeking to recover any amounts to compensate a party for its damages and then to
seek indemnification only to the extent of any loss not covered by their
available insurance proceeds.

                                     ARTICLE 23
                             SUBLETTING AND ASSIGNMENT

          23.1 PROHIBITION AGAINST ASSIGNMENT.  Tenant shall not, without the
prior written consent of Landlord, which consent Landlord may withhold in its
reasonable discretion, assign, mortgage, pledge, hypothecate, encumber or
otherwise transfer (except to an Affiliate of Tenant or a Permitted Assignee)
the Lease or any interest therein, all or any part of the Property, whether
voluntarily, involuntarily or by operation of law.  For purposes of this Article
23, a Change in Control of the Tenant shall constitute an assignment of this
Lease.

          23.2 SUBLEASES.

          (a)  PERMITTED SUBLEASES.  In no event shall Tenant sublease all or
     any portion of the Property (except to an Affiliate of Tenant or a
     Permitted Assignee) in a manner which is inconsistent with Tenant's
     obligation to enhance the long-term value of the Property, nor shall
     Landlord withhold its consent to any assignment or sublease of the Property
     which is consistent with such obligations.  Tenant's proposed sublease or
     any of the following transfers shall require Landlord's prior written
     consent, which consent Landlord may withhold in its reasonable discretion
     provided Landlord determines that such sublease or transfer is inconsistent
     with Tenant's obligation to enhance the long-term value of the Property.

               (i)    Sublease or license to operate golf courses;

               (ii)   Sublease or license to operate golf professionals' shops;


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<PAGE>

               (iii)  Sublease or license to operate golf driving ranges;

               (iv)   Sublease or license to operate hotel and conference
          facilities; and

               (v)    lease or license to operate any other portions (but not
          the entirety) of the Property customarily associated with or
          incidental to the operation of the golf course which provide for an
          annual lease or license payment of in excess of $25,000 (which amount
          shall be increased by increases in the CPI from the Commencement
          Date).

          (b)  TERMS OF SUBLEASE.  Each sublease with respect to the Property
     shall be subject and subordinate to the provisions of this Lease.  No
     sublease made as permitted by this Section 23.2 shall affect or reduce any
     of the obligations of Tenant hereunder, and all such obligations shall
     continue in full force and effect as if no sublease had been made.  No
     sublease shall impose any additional obligations on Landlord under this
     Lease.

          (c)  COPIES.  Tenant shall, not less than sixty (60) days prior to
     any proposed assignment or sublease, deliver to Landlord written notice of
     its intent to assign or sublease, which notice shall identify the intended
     assignee or sublessee by name and address, shall specify the effective date
     of the intended assignment or sublease, and shall be accompanied by an
     exact copy of the proposed assignment or sublease.  Tenant shall provide
     Landlord with such additional information or documents reasonably requested
     by Landlord with respect to the proposed transaction and the proposed
     assignee or subtenant, and an opportunity to meet and interview the
     proposed assignee or subtenant, if requested.

          (d)  ASSIGNMENT OF RIGHTS IN SUBLEASES.  As security for performance
     of its obligations under this Lease, Tenant hereby grants, conveys and
     assigns to Landlord all right, title and interest of Tenant in and to all
     subleases now in existence or hereinafter entered into for any or all of
     the Property, and all extensions, modifications and renewals thereof and
     all rents, issues and profits therefrom.  Landlord hereby grants to Tenant
     a license to collect and enjoy all rents and other sums of money payable
     under any sublease of any of the Property; provided, however, that Landlord
     shall have the absolute right at any time after the occurrence and
     continuance of an Event of Default upon notice to Tenant and any subtenants
     to revoke said license and to collect such rents and sums of money and to
     retain the same.  Tenant shall not (i) consent to, cause or allow any
     material modification or alteration of any of the terms,


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<PAGE>

     conditions or covenants of any of the subleases or the termination thereof,
     without the prior written approval of Landlord nor (ii) accept any rents
     (other than customary security deposits) more than ninety (90) days in
     advance of the accrual thereof nor permit anything to be done, the doing of
     which, nor omit or refrain from doing anything, the omission of which, will
     or could be a breach of or default in the terms of any of the subleases.

          (e)  LICENSES, ETC.  For purposes of this Section 23.2, subleases
     shall be deemed to include any licenses, concession arrangements,
     management contracts (except to an Affiliate of the Lessee) or other
     arrangements relating to the possession or use of all or any part of the
     Property.

          23.3 TRANSFERS.  No assignment or sublease shall in any way impair
the continuing primary liability of Tenant hereunder, as a principal and not as
a surety or guarantor, and no consent to any assignment or sublease in a
particular instance shall be deemed to be a waiver of the prohibition set forth
in Section 23.1.  Any assignment shall be solely of Tenant's entire interest in
this Lease.  Any assignment or other transfer of all or any portion of Tenant's
interest in the Lease in contravention of the terms of this Lease shall be
voidable at Landlord's option.  Anything in this Lease to the contrary
notwithstanding, Tenant shall not sublet all or any portion of the Property
which is inconsistent with Tenant's obligation to maximize the long-term value
of the Property, nor shall Landlord withhold its consent to any assignment or
sublease of the Property which is consistent with such obligation.

          23.4 REIT LIMITATIONS.  Anything contained in this Lease to the
contrary notwithstanding, Tenant shall not (i) sublet or assign or enter into
other arrangements such that the amounts to be paid by the sublessee or assignee
thereunder would be based, in whole or in part, on the income or profits derived
by the business activities of the sublessee or assignee; (ii) sublet or assign
the Property or this Lease to any person that Landlord owns, directly or
indirectly (by applying constructive ownership rules set forth in Section
856(d)(5) of the Code), a 10% or greater interest; or (iii) sublet or assign the
Property or this Lease in any other manner or otherwise derive any income which
could cause any portion of the amounts received by Landlord pursuant to this
Lease or any sublease to fail to qualify as "rents from real property" within
the meaning of Section 856(d) of the Code, or which could cause any other income
received by Landlord to fail to qualify as income described in Section 856(c)(2)
of the Code.  The requirements of this Section 23.4 shall likewise apply to any
further subleasing by any subtenant.

          23.5 RIGHT OF FIRST OFFER OF LANDLORD TO ACQUIRE LEASEHOLD.  In
addition to Landlord's rights in Section 23.1,


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<PAGE>

Landlord or its designee shall have, for a period of thirty (30) days following
receipt of the written notice of Tenant's intent to assign its interest in the
Lease to a third party unaffiliated with Tenant who is not an Affiliate of
Tenant or a Permitted Assignee (and in which management of the Tenant shall have
no continuing management or ownership interest), the right to elect to purchase
the leasehold interest on the terms and conditions at which Tenant proposes to
sell or assign its interest.  If Landlord or its designee elects not to purchase
such interest of Tenant, then Tenant shall be free to sell its interest to a
third party, subject to Landlord's prior written consent as provided in Section
23.1.  However, if (i) the price at which Tenant intends to sell its interest is
reduced by five percent (5%) or more, or (ii) the assignment to the third party
is not completed within two hundred seventy (270) days of Landlord's receipt of
written notice of Tenant's intention to assign its interest in the Lease, then
Tenant shall again offer Landlord the right to acquire its interest; provided,
however, that in the case of a change in price, Landlord shall have only thirty
(30) days to accept such revised offer.

          23.6 BANKRUPTCY LIMITATIONS.

          (a)  Tenant acknowledges that this Lease is a lease of nonresidential
     real property and therefore agrees that Tenant, as the debtor in
     possession, or the trustee for Tenant  (collectively, the "Trustee") in any
     proceeding under Title 11 of the United States Bankruptcy Code relating to
     Bankruptcy, as amended (the "Bankruptcy Code"), shall not seek or request
     any extension of time to assume or reject this Lease or to perform any
     obligations of this Lease which arise from or after the order of relief.

          (b)  If the Trustee proposes to assume or to assign this Lease or
     sublet the Property (or any portion thereof) to any Person which shall have
     made a bona fide offer to accept an assignment of this Lease or a
     subletting on terms acceptable to the Trustee, the Trustee shall give
     Landlord, and lessors and mortgagees of Landlord of which Tenant has
     notice, written notice setting forth the name and address of such person
     and the terms and conditions of such offer, no later than twenty (20) days
     after receipt of such offer, but in any event no later than ten (10) days
     prior to the date on which the Trustee makes application to the bankruptcy
     court for authority and approval to enter into such assumption and
     assignment or subletting.  Landlord shall have the prior right and option,
     to be exercised by written notice to the Trustee given at any time prior to
     the effective date of such proposed assignment or subletting, to receive
     and assignment of this Lease or subletting of the Property to Landlord or
     Landlord's designee upon the same terms and conditions and for the same
     consideration, if any, as the bona fide offer made by such person, less any
     brokerage commissions which may be payable out of the consideration to be


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<PAGE>

     paid by such person for the assignment or subletting of this Lease.

          (c)  The Trustee shall have the right to assume Tenant's rights and
     obligations under this Lease only if the Trustee: (a) promptly cures any
     Event of Default then existing or provides adequate assurance that the
     Trustee will promptly compensate Landlord for any actual pecuniary loss
     incurred by Landlord as a result of Tenant's default under this Lease; and
     (c) provides adequate assurance of future performance under this Lease.
     Adequate assurance of future performance by the proposed assignee shall
     include, as a minimum, that: (i) any proposed assignee of this Lease shall
     provide to Landlord an audited financial statement, dated no later than six
     (6) months prior to the effective date of such proposed assignment or
     sublease, with no material change therein as of the effective date, which
     financial statement shall show the proposed assignee to have a net worth
     equal to at least One Million Dollars ($1,000,000) or, in the alternative,
     the proposed assignee shall provide a guarantor of such proposed assignee's
     obligations under this Lease, which guarantor shall provide an audited
     financial statement meeting the requirements of (i) above and shall execute
     and deliver to Landlord a guaranty agreement in form and substance
     acceptable to Landlord; and (ii) any proposed assignee shall grant to
     Landlord a security interest in favor of Landlord in all furniture,
     fixtures, and other personal property to be used by such proposed assignee
     in the Property.  All payments required of Tenant under this Lease, whether
     or not expressly denominated as such in this Lease, shall constitute rent
     for the purposes of Title 11 of the Bankruptcy Code.

          (d)  The parties agree that for the purposes of the Bankruptcy code
     relating to (a) the obligation of the Trustee to provide adequate assurance
     that the Trustee will "promptly" cure defaults and compensate Landlord for
     actual pecuniary loss, the word "promptly" shall mean that cure of defaults
     and compensation will occur no later than sixty (60) days following the
     filing of any motion or application to assume this Lease; and (b) the
     obligation of the Trustee to compensate or to provide adequate assurance
     that the Trustee will promptly compensate Landlord for "actual pecuniary
     loss", (the term "actual pecuniary loss" shall mean, in addition to any
     other provisions contained herein relating to Landlord's damages upon
     default obligations of Tenant to pay money under this Lease and all
     attorneys' fees and related costs of Landlord incurred in connection with
     any default of Tenant in connection with Tenant's bankruptcy proceedings).

          (e)  Any person or entity to which this Lease is assigned pursuant to
     the provisions of the Bankruptcy Code shall be deemed, without further act
     or deed, to have assumed all of the obligations arising under this Lease
     and each of the conditions and provisions hereof on and after the date of
     such assignment.  Any such assignee shall, upon the request of


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<PAGE>

     Landlord, forthwith execute and deliver to Landlord an instrument, in form
     and substance acceptable to Landlord, confirming such assumption.

          23.7 MANAGEMENT AGREEMENT.  Tenant shall not enter into any
management agreement that provides for the management and operation of the
entire Property by an unaffiliated third party without the prior written consent
of Landlord, which shall not be unreasonably withheld or delayed.

                                     ARTICLE 24
                    OFFICER'S CERTIFICATES AND OTHER STATEMENTS

          24.1 OFFICER'S CERTIFICATES.  At any time, and from time to time upon
Tenant's receipt of not less than ten (10) days' prior written request by
Landlord, Tenant will furnish to Landlord an Officer's Certificate certifying
that:

          (a)  this Lease is unmodified and in full force and effect (or that
     this Lease is in full force and effect as modified and setting forth the
     modifications);

          (b)  the dates to which the Rent has been paid;

          (c)  whether or not to the best knowledge of Tenant, Landlord is in
     default in the performance of any covenant, agreement or condition
     contained in this Lease and, if so, specifying each such default of which
     Tenant may have knowledge;

          (d)  that, except as otherwise specified, there are no proceedings
     pending or, to the knowledge of the signatory, threatened, against Tenant
     before or by any court or administrative agency which, if adversely
     decided, would materially and adversely affect the financial condition and
     operations of Tenant; and

          (e)  responding to such other questions or statements of fact as
     Landlord shall reasonably request.

          Tenant's failure to deliver such Officer's Certificate within such
time shall constitute an acknowledgement by Tenant that this Lease is unmodified
and in full force and effect except as may be represented to the contrary by
Landlord, Landlord is not in default in the performance of any covenant,
agreement or condition contained in this Lease and the other matters set forth
in such request, if any, are true and correct.  Any such Officer's Certificate
furnished pursuant to this Section 24.1 may be relied upon by Landlord and any
prospective lender or purchaser.

          24.2 ENVIRONMENTAL STATEMENTS.  Immediately upon Tenant's learning,
or having reasonable cause to believe, that


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<PAGE>

any Hazardous Material in a quantity sufficient to require remediation or
reporting under applicable law is located in, on or under the Property or any
adjacent property, Tenant shall notify Landlord in writing of (a) the existence
of any such Hazardous Material; (b) any enforcement, cleanup, removal, or other
governmental or regulatory action instituted, completed or threatened; (c) any
claim made or threatened by any Person against Tenant or the Property relating
to damage, contribution, cost recovery, compensation, loss, or injury resulting
from or claimed to result from any Hazardous Material; and (d) any reports made
to any federal, state or local environmental agency arising out of or in
connection with any Hazardous Material in or removed from the Property,
including any complaints, notices, warnings or asserted violations in connection
therewith.

                                     ARTICLE 25
                                 LANDLORD MORTGAGES

          25.1 LANDLORD MAY GRANT LIENS.  Subject to Section 25.2, without the
consent of Tenant, Landlord may, from time to time, directly or indirectly,
create or otherwise cause to exist any Landlord's Encumbrance upon the Property,
or any portion thereof or interest therein, whether to secure any borrowing or
other means of financing or refinancing.  This Lease is and at all times shall
be subject and subordinate to any ground or underlying leases, mortgages, trust
deeds or like encumbrances, which may now or hereafter affect the Property and
to all renewals, modifications, consolidations, replacements and extensions of
any such lease, mortgage, trust deed or like encumbrance, provided the holder of
any such subsequently executed ground or underlying leases, mortgages, trust
deeds or like encumbrances executes a subordination non-disturbance agreement
acknowledging and agreeing to be bound by Section 25.2 below, and agreeing to
recognize Tenant as tenant under this Lease in accordance with the terms and
provisions hereof.  This clause shall be self-operative and no further
instrument of subordination shall be required by any ground or underlying lessor
or by any mortgagee or beneficiary, affecting any lease or the Property.  In
confirmation of such subordination, Tenant shall execute promptly any
certificate that Landlord may request for such purposes.

          25.2 TENANT'S NON-DISTURBANCE RIGHTS.  So long as Tenant shall pay
all Rent as the same becomes due and shall fully comply with all of the terms of
this Lease and fully perform its obligations hereunder, none of Tenant's rights
under this Lease shall be disturbed by the holder of any Landlord's Encumbrance
which is created or otherwise comes into existence after the Commencement Date.

          25.3 FACILITY MORTGAGE PROTECTION.  Tenant agrees that the holder of
any Landlord Encumbrance shall have no duty, liability or obligation to perform
any of the obligations of


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<PAGE>

Landlord under this Lease, but that in the event of Landlord's default with
respect to any such obligation, Tenant will give any such holder whose name and
address have been furnished Tenant in writing for such purpose notice of
Landlord's default and allow such holder thirty (30) days following receipt of
such notice for the cure of said default before invoking any remedies Tenant may
have by reason thereof.

                                     ARTICLE 26
                                SALE OF FEE INTEREST

          26.1 RIGHT OF FIRST OFFER TO PURCHASE.  If Landlord intends to sell
the Property during the Lease Term, and provided no Event of Default then
exists, Tenant shall have a right of first offer to purchase the Property
("Tenant's Right of First Offer to Purchase") on the terms and conditions at
which Landlord proposes to sell the Property to a third party.  Landlord shall
give Tenant written notice of its intent to sell and shall indicate the terms
and conditions (including the sale price) upon which Landlord intends to sell
the Property to a third party.  Tenant shall thereafter have thirty (30) days to
elect in writing to purchase the Property and execute a Purchase and Sale
Agreement with respect thereto and shall have an additional fifty (50) days to
close on the acquisition of the Property on the terms and conditions set forth
in the notice provided by Landlord to Tenant; provided that prior to the
execution of a binding purchase and sale agreement, Landlord shall retain the
right to elect not to sell the Property.  If Tenant does not elect to purchase
the Property, then Landlord shall be free to sell the Property to a third party
for a period of Two Hundred Seventy (270) Days.  However, if the price at which
Landlord intends to sell the Property to a third party is less than 95% of the
price set forth in the notice provided by Landlord to Tenant or are otherwise on
terms which are materially more favorable than the terms and conditions set
forth in the notice, then Landlord shall again offer Tenant the right to acquire
the Property upon the same terms and conditions, provided that Tenant shall have
only thirty (30) days thereafter to complete the acquisition at such price,
terms and conditions.

          26.2 CONVEYANCE BY LANDLORD.  If Landlord shall convey the Property
in accordance with the terms hereof other than as security for a debt, Landlord
shall, upon the written assumption by the transferee of the Property of all
liabilities and obligations of the Lease be released from all future liabilities
and obligations under this Lease arising or accruing from and after the date of
such conveyance or other transfer as to the Property.  All such future
liabilities and obligations shall thereupon be binding upon the new owner.

                                      ARTICLE 27

                                     ARBITRATION


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<PAGE>

          27.1 ARBITRATION.  In each case specified in this Lease in which it
shall become necessary to resort to arbitration, such arbitration shall be
determined as provided in this Section 27.1.  The party desiring such
arbitration shall give notice to that effect to the other party, and an
arbitrator shall be selected by mutual agreement of the parties, or if they
cannot agree within thirty (30) days of such notice, by appointment made by the
American Arbitration Association ("AAA") from among the members of its panels
who are qualified and who have experience in resolving matters of a nature
similar to the matter to be resolved by arbitration.

          27.2 ARBITRATION PROCEDURES.  In any arbitration commenced pursuant
to Section 27.1 a single arbitrator shall be designated and shall resolve the
dispute.  The arbitrator's decision shall be binding on all parties and shall
not be subject to further review or appeal except as otherwise allowed by
applicable law.  Upon the failure of either party (the "non-complying party") to
comply with his decision, the arbitrator shall be empowered, at the request of
the other party, to order such compliance by the non-complying party and to
supervise or arrange for the supervision of the non-complying party.  To the
maximum extent practicable, the arbitrator and the parties, and the AAA if
applicable, shall take any action necessary to insure that the arbitration shall
be concluded within ninety (90) days of the filing of such dispute.  The fees
and expenses of the arbitrator shall be shared equally by Landlord and Tenant
except as otherwise specified above in this Section 27.2.  Unless otherwise
agreed in writing by the parties or required by the arbitrator or AAA, if
applicable, arbitration proceedings hereunder shall be conducted in the State.
Notwithstanding formal rules of evidence, each party may submit such evidence as
each party deems appropriate to support its position and the arbitrator shall
have access to and right to examine all books and records of Landlord and Tenant
regarding the Property during the arbitration.

                                     ARTICLE 28

                                   MISCELLANEOUS

          28.1 LANDLORD'S RIGHT TO INSPECT.  Tenant shall permit Landlord and
its authorized representatives to inspect the Property during usual business
hours subject to any security, health, safety or confidentiality requirements of
Tenant or any governmental agency or insurance requirement relating to the
Property, or imposed by law or applicable regulations.  Landlord shall indemnify
Tenant for all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against Tenant by
reason of Landlord's inspection pursuant to this Section 28.1.


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<PAGE>

          28.2 BREACH BY LANDLORD.  It shall be a breach of this Lease if
Landlord shall fail to observe or perform any material term, covenant or
condition of this Lease on its part to be performed and such failure shall
continue for a period of thirty (30) days after notice thereof from Tenant,
unless such failure cannot with due diligence be cured within a period of thirty
(30) days, in which case such failure shall not be deemed to continue if
Landlord, within said thirty (30)-day period, proceeds promptly and with due
diligence to cure the failure and diligently completes the curing thereof.  The
time within which Landlord shall be obligated to cure any such failure shall
also be subject to extension of time due to the occurrence of any Unavoidable
Delay.  In no event shall any breach by Landlord permit Tenant to terminate this
Lease or subject to Section 28.19, permit Tenant to offset any Rent due and
owing hereunder or otherwise excuse Tenant from any of its obligations
hereunder.

          28.3 COMPETITION BETWEEN LANDLORD AND TENANT.  Landlord and Tenant
agree that neither party shall be restricted as to other relationships and
competition.  Affiliates of Tenant shall be allowed to own, lease and/or manage
other golf courses that are not affiliated with Landlord, provided that such
other ownership, leasing or management arrangements are disclosed to Landlord in
writing.  Subject to Section 16.24 of the Loan Agreement, Landlord may acquire
or own golf courses or golf resorts that may be geographically proximate to one
or more golf courses that Tenant or Affiliates of Tenant may own, manage or
lease.

          28.4 NO WAIVER.  No failure by Landlord or Tenant to insist upon the
strict performance of any term hereof or to exercise any right, power or remedy
consequent upon a breach thereof, and no acceptance of full or partial payment
of Rent during the continuance of any such breach, shall constitute a waiver of
any such breach or of any such term.  To the extent permitted by law, no waiver
of any breach shall affect or alter this Lease, which shall continue in full
force and effect with respect to any other then existing or subsequent breach.

          28.5 REMEDIES CUMULATIVE.  To the extent permitted by law, each
legal, equitable or contractual rights, power and remedy of Landlord or Tenant
now or hereafter provided either in this Lease or by statute or otherwise shall
be cumulative and concurrent and shall be in addition to every other right,
power and remedy.  The exercise or beginning of the exercise by Landlord or
Tenant of any one or more of such rights, powers and remedies shall not preclude
the simultaneous or subsequent exercise by Landlord or Tenant of any or all of
such other rights, powers and remedies.

          28.6 ACCEPTANCE OF SURRENDER.  No surrender to Landlord of this Lease
or of the Property or any part thereof, or of any interest therein, shall be
valid or effective unless


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agreed to and accepted in writing by Landlord and no act by Landlord or any
representative or agent of Landlord, other than such a written acceptance by
Landlord, shall constitute an acceptance of any such surrender.

          28.7 NO MERGER OF TITLE.  There shall be no merger of this Lease or
of the leasehold estate created hereby by reason of the fact that the same
Person may acquire, own or hold, directly or indirectly, (a) this Lease or the
leasehold estate created hereby or any interest in this Lease or such leasehold
estate and (b) the fee estate in the Property.

          28.8 QUIET ENJOYMENT.  So long as Tenant shall pay all Rent as the
same becomes due and shall fully comply with all of the terms of this Lease and
fully perform its obligations hereunder, Tenant shall peaceably and quietly
have, hold and enjoy the Property for the Term hereof, free of any claim or
other action by Landlord or anyone claiming by, through or under Landlord, but
subject to all liens and encumbrances of record as of the date hereof or any
Landlord's Encumbrances not prohibited by this Lease.

          28.9 NOTICES.  All notices, demands, requests, consents, approvals
and other communications hereunder shall be in writing and delivered or mailed
(by registered or certified mail, return receipt requested and postage prepaid),
addressed to the respective parties, as set forth below:

If to Landlord:     Golf Trust of America, L.P.
                    14 North Adger's Wharf
                    Charleston, South Carolina    29401
                    Telephone No.:  (803) 723-4653
                    Facsimile No.:  (803) 723-0479
                    Attn:  W. Bradley Blair, II

With a copy to:     O'Melveny & Myers LLP
                    Embarcadero Center West
                    275 Battery Street
                    San Francisco, California 94111
                    Attn:  Peter W. Healy, Esq.
                    Telephone No.:  (415) 984-8833
                    Facsimile No.:  (415) 984-8701

If to Tenant:       Mr. John Sauter
                    Starwood Capital Group, LLC
                    c/o Troon Golf
                    8711 E. Pinnacle Road
                    Scottsdale, Arizona 85255
                    Telephone No.:  (602) 585-7360
                    Facsimile No.:  (602) 585-9111


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With a copy to:     James B. Carlson, Esq.
                    Mayer, Brown & Platt
                    1675 Broadway, Suite 1900
                    New York, New York 10019
                    Telephone No.:  (212) 506-2515
                    Facsimile No.:  (212) 262-1910

          28.10     SURVIVAL OF CLAIMS.  Anything contained in this Lease to the
contrary notwithstanding, all claims against, and liabilities of, Tenant or
Landlord arising prior to any date of termination of this Lease shall survive
such termination.

          28.11     INVALIDITY OF TERMS OR PROVISIONS.  If any term or provision
of this Lease or any application thereof shall be invalid or unenforceable, the
remainder of this Lease and any other application of such term or provision
shall not be affected thereby.

          28.12     PROHIBITION AGAINST USURY.  If any late charges provided for
in any provision of this Lease are based upon a rate in excess of the maximum
rate permitted by applicable law, the parties agree that such charges shall be
fixed at the maximum permissible rate.

          28.13     AMENDMENTS TO LEASE.  Neither this Lease nor any provision
hereof may be changed, waived, discharged or terminated except by an instrument
in writing signed by Landlord and Tenant.

          28.14     SUCCESSORS AND ASSIGNS.  All the terms and provisions of
this Lease shall be binding upon and inure to the benefit of the parties hereto.
All permitted assignees or sublessees shall be subject to the terms and
provisions of this Lease.

          28.15     TITLES.  The headings in this Lease are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          28.16     GOVERNING LAW.  This Lease shall be governed by and
construed in accordance with the laws of the State (but not including its
conflict of laws rules).

          28.17     MEMORANDUM OF LEASE.  Landlord and Tenant shall, promptly
upon the request of either, enter into a short form memorandum of this Lease, in
form and substance reasonably satisfactory to Landlord and suitable for
recording under the State, in which reference to this Lease, and all options
contained herein, shall be made.  Tenant shall pay all costs and expenses of
recording such Memorandum of Lease.

          28.18     ATTORNEYS' FEES.  For the purpose of this Lease, the terms
"attorneys' fees" and "attorneys' fees and


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costs" shall each mean the fees and expenses of counsel to the parties hereto,
which may include printing, photostating, duplicating and other expenses, air
freight charges, and fees billed for law clerks, paralegals, librarians and
others not admitted to the bar but performing services under the supervision of
an attorney.  The terms "attorneys' fees" and "attorneys' fees and costs" shall
also each include all such fees and expenses incurred with respect to appeals,
arbitrations and bankruptcy proceedings, and whether or not any action or
proceeding is brought with respect to the matter for which said fees and
expenses were incurred and shall also include all such fees and expenses
incurred in enforcing any judgement.  In the event of any dispute between the
parties hereto involving the covenants or conditions contained in this Lease or
arising out of the subject matter of this Lease, the prevailing party shall be
entitled to recover against the other party reasonable attorneys' fees and court
costs.

          28.19     NON-RECOURSE AS TO LANDLORD AND TENANT.  (a) Anything
contained herein to the contrary notwithstanding, any claim based on or in
respect of any liability of Landlord under this Lease shall be enforced only
against the Property and not against any other assets, properties or funds of
(i) Landlord, (ii) any director, officer, general partner, limited partner,
employee or agent of Landlord, or any general partner of Landlord, any of their
respective general partners or stockholders (or any legal representative, heir,
estate, successor or assign of any thereof), (iii) any predecessor or successor
partnership or corporation (or other entity) of Landlord, or any of their
respective general partners, either directly or through either Landlord or their
respective general partners or any predecessor or successor partnership or
corporation or their stockholders, officers, directors, employees or agents (or
other entity), or (iv) any other Person affiliated with any of the foregoing, or
any director, officer, employee or agent of any thereof.  Tenant shall have the
right of setoff against payments due under the Lease following a judicial
determination of a court of competent jurisdiction of Landlord's liability for
the breach of one or more of its obligations hereunder.

          (b)  Except as expressly set forth below, the recourse of Landlord
with respect to its obligations under this Lease shall be solely to the
Property.  Notwithstanding the foregoing, nothing shall be deemed in any way to
impair, limit or prejudice the rights of Landlord:

               (i)   in lease termination proceedings or in any ancillary
          proceedings brought to facilitate the termination of this Lease or the
          ejection of Tenant or the Pledged Stock Options or the Pledged
          Landlord's Shares or any portion thereof, provided such exception
          shall not expand Landlord's ability to seek recourse


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          against Tenant or assets in which it has no security interest;

               (ii)  to recover from Tenant any condemnation or insurance
          proceeds attributable to the Property which were not paid to Landlord
          or used to restore the Property in accordance with the terms of this
          Agreement;

               (iii) to recover from Tenant any rents, profits, security
          deposits, advances, rebates, prepaid rents,  room or other hotel or
          golf course revenues or other similar sums attributable to the
          Property collected by or for Tenant following an Event of Default and
          not properly applied to the reasonable fixed and operating expenses of
          the Property, including payments of the Loan; and

               (iv)  to recover any damages as a result of any fraud or
          misrepresentation by Tenant in connection with the Property of this
          Lease.

          28.20     NO RELATIONSHIP.  Landlord shall in no event be construed
for any purpose to be a partner, joint venturer or associate of Tenant or of any
subtenant, operator, concessionaire or licensee of Tenant with respect to the
Property or any of the Other Leased Properties or otherwise in the conduct of
their respective businesses.

          28.21     RELETTING.  If Tenant does not exercise its option to extend
or further extend the Term under Section 3.2 or if an Event of Default occurs,
then Landlord shall have the right during the remainder of the Term then in
effect to advertise the availability of the Property for sale or reletting and
to show the Property to prospective purchasers or tenants or their agents at
such reasonable times as Landlord may elect in a manner which attempts to
minimize any disruption to Tenant's operations.

          28.22     LANDLORD'S DETERMINATION OF FACTS.  Landlord shall at all
times be free to hire such independent consultants as it deems reasonably
necessary to independently establish the existence or nonexistence of any fact
or facts, the existence or nonexistence of which is a condition of this
Agreement or of any disbursement for Landlord Improvements hereunder.  The costs
of such consultants are to be paid by Tenant, provided such consultants are
hired in the ordinary course of Landlord's business and similar consultants are
generally engaged to review all properties in which Landlord owns a fee,
leasehold or mortgagee's interest.  Provided no Event of Default then exists (in
which case the foregoing limitation shall not apply) the annual cost of
Landlord's regular consultants shall not exceed on average Two Thousand Five
Hundred Dollars ($2,500) per year,


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which amount shall be increased to reflect increases in the CPI form the date
hereof.

          28.23     TIME IS OF THE ESSENCE.  Time is of the essence in this
Agreement.


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

                              By:  GTA GP, Inc., a Maryland corporation
                              Its: General Partner


                              By: /s/ David Dick
                                  ----------------------------------------------
                              Its: Exec. Vice President
                                   ---------------------------------------------

                              By: /s/ Scott Peters
                                  ----------------------------------------------
                              Its: Chief Financial Officer
                                   ---------------------------------------------


TENANT:                       LOST OAKS, L.P.,
                              a Delaware limited partnership

                              By:  LOST OAKS, Inc., a Delaware corporation
                              Its: General Partner

                              By: /s/ Jerome C. Silvey
                                  ----------------------------------------------
                              Its: Senior Vice President
                                   ---------------------------------------------







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