<PAGE>





                                                         Tiburon Golf Course
                                                                       Omaha
                                                                Sarpy County
                                                                    Nebraska




                                      L E A S E


                             GOLF TRUST OF AMERICA, L.P.

                                       LANDLORD

                                         AND


                                GRANITE TIBURON, INC.,

                                        TENANT


                             DATED AS OF AUGUST 18, 1997




<PAGE>


                                  TABLE OF CONTENTS

                                                                        PAGE

ARTICLE 1   LEASED PROPERTY. . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE 2   DEFINITIONS, RULES OF CONSTRUCTION . . . . . . . . . . . .   2
     2.1    Definitions. . . . . . . . . . . . . . . . . . . . . . . .   2
     2.2    Rules of Construction. . . . . . . . . . . . . . . . . . .  13

ARTICLE 3   TERM . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
     3.1    Initial Term . . . . . . . . . . . . . . . . . . . . . . .  13
     3.2    Extension Options. . . . . . . . . . . . . . . . . . . . .  13
     3.3    Right of First Offer to Lease. . . . . . . . . . . . . . .  14

ARTICLE 4   RENT . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
     4.1    Rent . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
     4.2    Increase in Initial Base Rent. . . . . . . . . . . . . . .  15
     4.3    Percentage Rent. . . . . . . . . . . . . . . . . . . . . .  15
     4.4    Annual Reconciliation of Percentage Rent . . . . . . . . .  16
     4.5    Increase in Base Rent Following Conversion Date. . . . . .  16
     4.6    Record-keeping . . . . . . . . . . . . . . . . . . . . . .  16
     4.7    Additional Charges . . . . . . . . . . . . . . . . . . . .  16
     4.8    Late Payment of Rent . . . . . . . . . . . . . . . . . . .  16
     4.9    Net Lease. . . . . . . . . . . . . . . . . . . . . . . . .  17
     4.10   Allocation of Revenues . . . . . . . . . . . . . . . . . .  17

ARTICLE 5   SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . .  17
     5.1    Pledge of Owner's Shares and Granite Shares. . . . . . . .  17
     5.2    Obligation to  . . . . . . . . . . . . . . . . . . . . . .  18
     5.3    Cross-Collateral . . . . . . . . . . . . . . . . . . . . .  18

ARTICLE 6   IMPOSITIONS. . . . . . . . . . . . . . . . . . . . . . . .  18
     6.1    Payment of Impositions . . . . . . . . . . . . . . . . . .  18
     6.2    Information and Reporting. . . . . . . . . . . . . . . . .  19
     6.3    Prorations . . . . . . . . . . . . . . . . . . . . . . . .  19
     6.4    Refunds. . . . . . . . . . . . . . . . . . . . . . . . . .  19
     6.5    Utility Charges. . . . . . . . . . . . . . . . . . . . . .  19
     6.6    Assessment Districts . . . . . . . . . . . . . . . . . . .  19

ARTICLE 7   TENANT WAIVERS . . . . . . . . . . . . . . . . . . . . . .  20
     7.1    No Termination, Abatement, Etc.. . . . . . . . . . . . . .  20
     7.2    Condition of the Property. . . . . . . . . . . . . . . . .  21

ARTICLE 8   OWNERSHIP OF TANGIBLE PERSONAL PROPERTY. . . . . . . . . .  22
     8.1    Property . . . . . . . . . . . . . . . . . . . . . . . . .  22
     8.2    Tenant's Personal Property . . . . . . . . . . . . . . . .  22
     8.3    Tenant's Obligations . . . . . . . . . . . . . . . . . . .  22
     8.4    Landlord's Waivers . . . . . . . . . . . . . . . . . . . .  23

                                       (i)

<PAGE>

ARTICLE 9   USE OF PROPERTY. . . . . . . . . . . . . . . . . . . . . .  23
     9.1    Use. . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
     9.2    Specific Prohibited Uses . . . . . . . . . . . . . . . . .  23
     9.3    Membership Sales . . . . . . . . . . . . . . . . . . . . .  24
     9.4    Landlord to Grant Easements, Etc.. . . . . . . . . . . . .  24
     9.5    Tenant's Additional Covenants. . . . . . . . . . . . . . .  24
     9.6    Valuation of Remainder Interest in Lease . . . . . . . . .  25

ARTICLE 10  HAZARDOUS MATERIALS. . . . . . . . . . . . . . . . . . . .  25
     10.1   Operations . . . . . . . . . . . . . . . . . . . . . . . .  25
     10.2   Remediation. . . . . . . . . . . . . . . . . . . . . . . .  25
     10.3   Violations; Orders . . . . . . . . . . . . . . . . . . . .  25
     10.4   Permits. . . . . . . . . . . . . . . . . . . . . . . . . .  25
     10.5   Reports. . . . . . . . . . . . . . . . . . . . . . . . . .  26
     10.6   Remediation. . . . . . . . . . . . . . . . . . . . . . . .  26
     10.7   Tenant's Indemnification of Landlord . . . . . . . . . . .  26
     10.8   Survival of Indemnification Obligations. . . . . . . . . .  27
     10.9   Environmental Violations at Expiration or Termination of
            Lease. . . . . . . . . . . . . . . . . . . . . . . . . . .  27

ARTICLE 11  MAINTENANCE AND REPAIR . . . . . . . . . . . . . . . . . .  27
     11.1   Tenant's Obligations . . . . . . . . . . . . . . . . . . .  27
     11.2   Waiver of Statutory Obligations. . . . . . . . . . . . . .  28
     11.3   Mechanic's Liens . . . . . . . . . . . . . . . . . . . . .  28
     11.4   Surrender of Property. . . . . . . . . . . . . . . . . . .  29

ARTICLE 12  TENANT IMPROVEMENTS; SUBMITTAL OF BUDGETS; FINANCIAL
            STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . .  29
     12.1   Tenant's Right to Construct. . . . . . . . . . . . . . . .  29
     12.2   Scope of Right . . . . . . . . . . . . . . . . . . . . . .  30
     12.3   Cooperation of Landlord. . . . . . . . . . . . . . . . . .  30
     12.4   Capital Replacement Fund . . . . . . . . . . . . . . . . .  30
     12.5   Rights in Tenant Improvements. . . . . . . . . . . . . . .  31
     12.6   Landlord's Right to Audit Calculation of Gross Golf Revenue 31
     12.7   Annual Budget. . . . . . . . . . . . . . . . . . . . . . .  32
     12.8   Financial Statements . . . . . . . . . . . . . . . . . . .  33

ARTICLE 13  LIENS, ENCROACHMENTS AND OTHER TITLE MATTERS . . . . . . .  34
     13.1   Liens. . . . . . . . . . . . . . . . . . . . . . . . . . .  34
     13.2   Encroachments and Other Title Matters. . . . . . . . . . .  35

ARTICLE 14  PERMITTED CONTESTS . . . . . . . . . . . . . . . . . . . .  36
     14.1   Authorization. . . . . . . . . . . . . . . . . . . . . . .  36
     14.2   Indemnification of Landlord. . . . . . . . . . . . . . . .  37

ARTICLE 15  INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . .  37
     15.1   General Insurance Requirements . . . . . . . . . . . . . .  37
     15.2   Other Insurance. . . . . . . . . . . . . . . . . . . . . .  38
     15.3   Replacement Cost . . . . . . . . . . . . . . . . . . . . .  38
     15.4   Waiver of Subrogation. . . . . . . . . . . . . . . . . . .  39
     15.5   Form Satisfactory, Etc.. . . . . . . . . . . . . . . . . .  39
     15.6   Change in Limits . . . . . . . . . . . . . . . . . . . . .  39
     15.7   Blanket Policy . . . . . . . . . . . . . . . . . . . . . .  40

                                      (ii)

<PAGE>

     15.8   Insurance Proceeds . . . . . . . . . . . . . . . . . . . .  40
     15.9   Disbursement of Proceeds . . . . . . . . . . . . . . . . .  40
     15.10  Excess Proceeds, Deficiency of Proceeds. . . . . . . . . .  41
     15.11  Reconstruction Covered by Insurance. . . . . . . . . . . .  42
     15.12  Reconstruction Not Covered by Insurance. . . . . . . . . .  42
     15.13  No Abatement of Rent . . . . . . . . . . . . . . . . . . .  43
     15.14  Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .  43
     15.15  Damage Near End of Term. . . . . . . . . . . . . . . . . .  43

ARTICLE 16  CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . .  43
     16.1   Total Taking . . . . . . . . . . . . . . . . . . . . . . .  43
     16.2   Partial Taking . . . . . . . . . . . . . . . . . . . . . .  43
     16.3   Restoration. . . . . . . . . . . . . . . . . . . . . . . .  44
     16.4   Award-Distribution . . . . . . . . . . . . . . . . . . . .  44
     16.5   Temporary Taking . . . . . . . . . . . . . . . . . . . . .  44

ARTICLE 17  EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . .  44
     17.1   Events of Default. . . . . . . . . . . . . . . . . . . . .  44
     17.2   Payment of Costs . . . . . . . . . . . . . . . . . . . . .  46
     17.3   Certain Remedies . . . . . . . . . . . . . . . . . . . . .  46
     17.4   Damages. . . . . . . . . . . . . . . . . . . . . . . . . .  47
     17.5   Additional Remedies. . . . . . . . . . . . . . . . . . . .  48
     17.6   Appointment of Receiver. . . . . . . . . . . . . . . . . .  48
     17.7   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .  48
     17.9   Impounds . . . . . . . . . . . . . . . . . . . . . . . . .  48

ARTICLE 18  LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT. . . . . . . . .  49

ARTICLE 19  LEGAL REQUIREMENTS . . . . . . . . . . . . . . . . . . . .  49

ARTICLE 20  HOLDING OVER . . . . . . . . . . . . . . . . . . . . . . .  49

ARTICLE 21  RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . .  50

ARTICLE 22  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . .  50
     22.1   Tenant's Indemnification of Landlord . . . . . . . . . . .  50
     22.2   Landlord's Indemnification of Tenant . . . . . . . . . . .  51
     22.3   Mechanics of Indemnification . . . . . . . . . . . . . . .  51
     22.4   Survival of Indemnification Obligations; Available
            Insurance Proceeds . . . . . . . . . . . . . . . . . . . .  52

ARTICLE 23  SUBLETTING AND ASSIGNMENT. . . . . . . . . . . . . . . . .  52
     23.1   Prohibition Against Assignment . . . . . . . . . . . . . .  52
     23.2   Subleases. . . . . . . . . . . . . . . . . . . . . . . . .  52
     23.3   Transfers. . . . . . . . . . . . . . . . . . . . . . . . .  54
     23.4   REIT Limitations . . . . . . . . . . . . . . . . . . . . .  54
     23.5   Right of First . . . . . . . . . . . . . . . . . . . . . .  55
     23.7   Management Agreement . . . . . . . . . . . . . . . . . . .  57

ARTICLE 24  OFFICER'S CERTIFICATES AND OTHER STATEMENTS. . . . . . . .  57
     24.1   Officer's Certificates . . . . . . . . . . . . . . . . . .  57
     24.2   Environmental Statements . . . . . . . . . . . . . . . . .  58

                                     (iii)

<PAGE>

ARTICLE 25  LANDLORD MORTGAGES . . . . . . . . . . . . . . . . . . . .  58
     25.1   Landlord May Grant Liens . . . . . . . . . . . . . . . . .  58
     25.2   Tenant's Non-Disturbance Rights. . . . . . . . . . . . . .  58
     25.3   Facility Mortgage Protection . . . . . . . . . . . . . . .  58

ARTICLE 26  SALE OF FEE INTEREST . . . . . . . . . . . . . . . . . . .  59
     26.1   Right of First Offer to Purchase . . . . . . . . . . . . .  59
     26.2   Conveyance by Landlord . . . . . . . . . . . . . . . . . .  59

ARTICLE 27  ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . .  60
     27.1   Arbitration. . . . . . . . . . . . . . . . . . . . . . . .  60
     27.2   Arbitration Procedures . . . . . . . . . . . . . . . . . .  60

ARTICLE 28  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . .  60
     28.1   Landlord's Right to Inspect. . . . . . . . . . . . . . . .  60
     28.2   Breach by Landlord . . . . . . . . . . . . . . . . . . . .  61
     28.3   Competition Between Landlord and Tenant. . . . . . . . . .  61
     28.4   No Waiver. . . . . . . . . . . . . . . . . . . . . . . . .  61
     28.5   Remedies Cumulative. . . . . . . . . . . . . . . . . . . .  61
     28.6   Acceptance of Surrender. . . . . . . . . . . . . . . . . .  62
     28.7   No Merger of Title . . . . . . . . . . . . . . . . . . . .  62
     28.8   Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . .  62
     28.9   Notices. . . . . . . . . . . . . . . . . . . . . . . . . .  62
     28.10  Survival of Claims . . . . . . . . . . . . . . . . . . . .  62
     28.11  Invalidity of Terms or Provisions. . . . . . . . . . . . .  62
     28.12  Prohibition Against Usury. . . . . . . . . . . . . . . . .  63
     28.13  Amendments to Lease. . . . . . . . . . . . . . . . . . . .  63
     28.14  Successors and Assigns . . . . . . . . . . . . . . . . . .  63
     28.15  Titles . . . . . . . . . . . . . . . . . . . . . . . . . .  63
     28.16  Governing Law. . . . . . . . . . . . . . . . . . . . . . .  63
     28.17  Memorandum of Lease. . . . . . . . . . . . . . . . . . . .  63
     28.18  Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . .  63
     28.19  Non-Recourse as to Landlord. . . . . . . . . . . . . . . .  63
     28.20  No Relationship. . . . . . . . . . . . . . . . . . . . . .  64
     28.21  Reletting. . . . . . . . . . . . . . . . . . . . . . . . .  64


Exhibits

Exhibit A - Legal Description of the Land
Exhibit B - Schedule of Improvements
Exhibit C - Other Leased Property
Exhibit D - Owner's Shares Pledge Agreement
Exhibit E - Granite Shares Pledge Agreement
Exhibit F - Adjustments to Gross Golf Revenue for Private Clubs
Exhibit G - Calculation of Gross Golf Revenue for the Base Year by Quarter


                                      (iv)

<PAGE>
                                                         Tiburon Golf Course
                                                                       Omaha
                                                                Sarpy County
                                                                    Nebraska


                                        LEASE


            THIS LEASE (this "Lease"), dated as of August 18, 1997, is
entered into by and between GOLF TRUST OF AMERICA, L.P., a Delaware limited
partnership ("Landlord"), and GRANITE TIBURON, INC., a Nebraska corporation
("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 dated as
of May 19, 1997, by and between Granite Golf Group, Inc., a Nevada
corporation ("Granite"), as buyer, and Tiburon Limited Partnership, a
Nebraska limited partnership ("Transferor"), as seller, as amended by that
certain Amendment to Purchase Agreement dated as of August 18, 1997 (as
amended, the "Agreement"), the right, title and interest of Tenant thereunder
being transferred to Landlord pursuant to that certain Assignment and
Assumption of Purchase and Sale Agreement dated as of August 18, 1997,
Transferor transferred to Landlord all of its right, title and interest in
and to the Property (as hereafter defined); and

            B. Tenant, an Affiliate of Granite, 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 all of
Landlord's rights and interest (to the extent acquired from Transferor) in
and to the following real property, improvements, personal property and
related rights (collectively the "Property"):

            (a) the Land;


                                       1

<PAGE>

            (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

            (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 CHARGES" has the meaning provided in Section 4.7.

          "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 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.

                                       2

<PAGE>

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

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

          "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 calendar year 1996; 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 G.

          "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" has the meaning provided in Section 12.4.

          "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 the greater of (i) an amount
equal to 3% of each Fiscal Quarter's Gross Golf Revenue, to be accrued
quarterly by Landlord as part of the Capital Replacement Fund, as provided in
Section 12.4 hereof, based on the Officer's Certificate, or (ii) Fifty
Thousand Eight Hundred Eighty Dollars ($50,880) per Fiscal Year.

          "CHANGE IN CONTROL" means:

          (a)    the issuance and/or sale by Tenant or the sale by any
     stockholder 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;

          (b)    the sale, conveyance or other transfer of all or substantially
     all of the assets of Tenant (whether by operation of law or otherwise);

                                       3

<PAGE>


          (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 as of the date hereof), 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 August 18, 1997.

          "COMPANY" means Golf Trust of America, Inc. and any subsidiaries
thereof, including, without limitation, GTA LP and GTA GP, and, for purposes
of Sections 10.7, 22.1, 22.3 and 22.4, each of their officers, employees,
directors, agents and representatives.

          "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 PURCHASE PRICE"  shall have the meaning set forth in
EXHIBIT K of the Agreement.

          "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" means the earlier of (i) the date Granite elects to
receive additional Owner's Shares as a Contingent Purchase Price for the
contribution of the Property, (ii) the date on which Granite elects in writing
to waive its


                                       4

<PAGE>


right to receive additional Owner's Shares, or (iii) April 30, 2003.

          "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.

          "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.

          "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.


                                       5

<PAGE>

          "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.

          "GRANITE SHARES" means common stock of Granite Golf Group, Inc., a
Nevada corporation, par value $0.01 per share.

          "GRANITE SHARES PLEDGE AGREEMENT" means that certain pledge
agreement dated as of the date of this Lease by and between Granite and
Landlord, in the form attached hereto as EXHIBIT E.

          "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 (to the extent
described in EXHIBIT F attached hereto), (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) fees or other charges paid to
Tenant by sponsors of golf


                                       6

<PAGE>


tournaments at the Property (unless the terms under which Tenant is paid by
such sponsor do not comply with Section 23.4, in which event the gross
revenues received from such sponsor for the tournament shall be excluded from
Gross Golf Revenue and further provided that Tenant shall use commercially
reasonable efforts to structure such payment to comply with Section 23.4),
(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 any city, county, state or federal sales,
     admissions, usage, or excise tax on the item included in Gross Golf
     Revenue, which is both added to or incorporated in the selling price and
     paid to the taxing authority by Tenant; and

          (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.

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

          "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:


                                       7

<PAGE>


               (a)  all taxes (including all real and personal property, ad
     valorem, sales and use, 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;

               (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 $631,575 per year.


                                       8

<PAGE>


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

          "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.

          "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 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,
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.


                                       9

<PAGE>

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

          "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 common stock of Golf Trust of America, Inc.,
a Maryland corporation, par value $0.01 per share.

          "OWNER'S SHARES PLEDGE AGREEMENT" means that certain pledge
agreement dated as of the date of this Lease, by and between Granite and
Landlord, in the form attached hereto as EXHIBIT D.

          "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 (331/3%) of the positive difference, if
any, between the current year's Gross Golf Revenue and the Gross Golf Revenue
for the Base Year, pro rated for any partial periods.

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


                                       10

<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 an
     Affiliate of Tenant its resort and related operations located at or
     adjacent to the Property, and provided Landlord has approved such assignee
     in its reasonable discretion, based on, among other things, the proposed
     assignee's reputation and experience in owning, operating and managing golf
     courses similar in type to the Property and the proposed assignee's net
     worth and financial resources; 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.

          "PLEDGED GRANITE SHARES" means the Granite Shares pledged pursuant
to the Granite Shares Pledge Agreement.

          "PLEDGED OWNER'S SHARES" means the Owner's Shares pledged pursuant
to the 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 NationsBank, 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.

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

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


                                       11

<PAGE>

          "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 Granite Tiburon, Inc., a Nebraska corporation, 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.

          "TERMINATION PAYMENT" means an amount calculated on the Expiration
Date equal to the positive difference, if any, between one hundred thirteen
and one-half percent (113.5%) of the Rent and the Net Operating Income for
the prior Fiscal Year, divided by ten and one-half percent (10.5%).

          "TRANSFEROR" has the meaning provided in Recital A.

          "TRUSTEE" has the meaning provided in Section 23.6.

          "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 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


                                       12

<PAGE>

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.

          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 may exercise
its option for an Extended Term solely by giving written notice at least one
hundred eighty (180) days prior to the termination of the then-


                                       13

<PAGE>

current term. Tenant shall be entitled to exercise these options only if at
the time of the giving of such notice, Tenant is then the lessee of the
Property pursuant to this Lease, and 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 and at the time of the
commencement of the applicable term 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 fifteen (15) 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 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

                                       14

<PAGE>

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, 2002, the
Annual Base Rent will increase by the lesser of (i) three percent (3%) of the
Annual Base Rent payable for the immediately preceding year, or (ii) two
hundred percent (200%) of the change in CPI from the immediately preceding
fiscal year (the "Base Rent Escalator"); 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 Base Rent Escalator shall continue to apply to each of the five (5)
years following such increase, 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.

          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), then Tenant shall pay to Landlord the
Percentage Rent upon submittal of the Officer's Certificate.  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


                                       15

<PAGE>

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 Granite, 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 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


                                       16

<PAGE>

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.  Such costs may include processing and
accounting charges and late charges which may be imposed on Landlord by the
terms of any mortgage or deed of trust covering the Property and other
expenses of a similar or dissimilar nature.  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 five
percent (5%) of such installment.  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; CAPITAL REPLACEMENT RESERVE.  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.  In
addition, Tenant shall pay to Landlord at the end of each calendar quarter,
as additional rent, an amount equal to the Capital Replacement Reserve.
Such amount shall be subject to annual reconcilation.

          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 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.


                                       17

<PAGE>

                                     ARTICLE 5
                                  SECURITY DEPOSIT

          5.1    PLEDGE OF OWNER'S SHARES AND GRANITE SHARES.  On or prior to
the Commencement Date, Tenant shall cause the Owner's Shares Pledge Agreement
and the Granite Shares Pledge Agreement to be executed for the benefit of
Landlord.

          5.2    OBLIGATION TO WITHHOLD DISTRIBUTIONS.  Notwithstanding the
above provisions, if the Net Operating Income for the Property falls below
the coverage ratio set forth in Section 2(a) of EXHIBIT D-1 to the Owner's
Shares Pledge Agreement, at any time following the release of any Pledged
Owner's Shares (or security deposit held by Landlord in lieu thereof), then
Tenant shall thereafter retain, and not make cash distributions (except as
may be necessary to pay any applicable taxes) to its shareholders, partners
or members, as applicable, until such time as Tenant has accumulated six (6)
months of Base Rent at the then current level.  Cash distributions may be
made at such time as Tenant shall have again satisfied such coverage ratios
for two (2) consecutive Fiscal Years.  Tenant shall provide Landlord with
such documentation, including Officer's Certificates and financial
statements, within forty-five (45) days after the end of each Fiscal Quarter
as are necessary to establish Tenant's compliance with the foregoing
requirements.  In addition, until such time as Tenant has fully satisified
the Post-Closing Payments (as defined in the Granite Shares Pledge
Agreement), Tenant shall retain, and not make cash distributions (except as
may be necessary to pay any applicable taxes) to its shareholders, partners
or members, as applicable.

          5.3    CROSS-COLLATERAL.  The Pledged Owner's Shares and the
Pledged Granite Shares shall also secure Tenant's or Tenant's Affiliates
obligations under each of the leases for the Other Leased Properties.

          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 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.


                                       18

<PAGE>

          5.5    TERMINATION PAYMENT.  On the Expiration Date (unless the
Expiration Date is December 31, 2037), Tenant shall pay to Landlord the
Termination Payment, if any, provided the maximum Termination Payment shall
equal the amounts in the Security Funds (as defined in the Owner's Shares
Pledge Agreement and as defined in the Granite Shares Pledge Agreement) then
held by Landlord and shall be payable solely from the proceeds thereof.  For
purposes of calculating the Termination Payment, the shares of Common Stock
of GTA shall have a value deemed to equal $28.00 per share, regardless of the
value of such shares evidenced in any public market.

                                     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 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    PRORATIONS.  Impositions imposed in respect of the
tax-fiscal period during which the Lease commences or terminates shall be
adjusted and prorated between Landlord and Tenant, whether or not such
Imposition is imposed before or after such commencement or termination, and
Tenant's obligation to pay its prorated share thereof shall survive such
termination.  If any Imposition may, at the option of the taxpayer, lawfully
be paid in installments (whether or not interest shall accrue on the unpaid
balance of such Imposition), Tenant may elect to pay in installments, in
which event Tenant shall pay all installments


                                       19

<PAGE>

(and any accrued interest on the unpaid balance of the Imposition) that are
due during the Term hereof before any fine, penalty, premium, further
interest or cost may be added thereto.

          6.4    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.

          6.5    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.

          6.6    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 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 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


                                       20

<PAGE>

     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
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


                                       21

<PAGE>

(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) Tenant or an Affiliate of Tenant has previously
operated the Property and has knowledge of its condition which is superior to
that of Landlord, (B) fee simple title, except where the Property is held
under a ground lease, (both legal and equitable) is in Landlord and that
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) 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) 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.

          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


                                       22

<PAGE>

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, (c) past practices of the Transferor, and (d) 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.  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 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.


                                       23

<PAGE>

          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, dues and other charges or
materially increase or decrease the number of memberships available at the
Property, except as follows:

          (a)    in accordance with Transferor's past practice, as approved by
     Landlord, which approval shall not be unreasonably withheld or delayed, or

          (b)    membership plans and fees proposed by Tenant and approved by
     Landlord, which approval shall not be unreasonably withheld or delayed.

          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 (but subject to the
approval of Landlord, which approval shall not be unreasonably withheld or
delayed):  (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 transfers (to the extent of its interest in
the Property), but only upon delivery to Landlord of an Officer's Certificate
(which Officer's


                                       24

<PAGE>


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 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.

          9.5    TENANT'S ADDITIONAL COVENANTS.  Tenant shall (a) join the
Advisory Association and cooperate in the activities of such association; (b) at
its election, engage in reasonable cross-marketing endeavors with the members of
the Advisory Association; and (c) at its election, provide signage on the
Property which references that the Property is owned by Landlord, which signage
may include an appropriate logo selected by Landlord.  In addition, it is the
intent of the parties that Tenant be a single-purpose entity with no business
operations except for those related solely to the operation of the Property for
its Primary Intended Use and other property of Landlord which may be leased to
Tenant.  Tenant shall, therefore, not engage in or undertake any activities
other than those respecting the operation of the Property for its Primary
Intended Use, including leasing, managing, and operating golf courses in
accordance with this Lease.

          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


          Except as set forth in that certain Phase I Environmental Site
Assessment dated July 2, 1997 (GSI #2501123), prepared by Geotechnical Services
Inc. which Granite delivered to Landlord prior to the Commencement Date, Tenant
hereby represents, warrants, and covenants to Landlord as follows:

          10.1   OPERATIONS.  Except as set forth in the Agreement, the
Property is presently operated in compliance in all material respects with all
Environmental Laws.


                                       25

<PAGE>


          10.2   REMEDIATION.  Except as set forth in the Agreement, and to the
best knowledge of Tenant, there are no Environmental Laws requiring any material
remediation, cleanup, repairs or construction (other than normal maintenance)
with respect to the Property.

          10.3   VIOLATIONS; ORDERS.  Except as set forth in the Agreement,
and to the best knowledge of Tenant, (a) no notices of any violation or
alleged violation of any Environmental Laws relating to the Property or its
uses have been received by either Tenant, or, to the best knowledge of
Tenant, by any prior owner, operator or occupant of the Property, and (b)
there are no writs, injunctions, decrees, orders or judgments outstanding, or
any actions, suits, claims, proceedings or investigations pending or
threatened, relating to the ownership, use, maintenance or operation of the
Property.

          10.4   PERMITS.  Except as set forth in the Agreement, all material
permits and licenses required under any Environmental Laws in respect of the
operations of the Property have been obtained or are in the process of being
obtained, and Tenant shall be in compliance, in all material respects, with
the terms and conditions of such permits and licenses.

          10.5   REPORTS.  All material reports of environmental surveys,
audits, investigations and assessments relating to the Property in the
possession or control of Tenant, Transferor or their Affiliates are set forth
or described in the Agreement.

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


                                       26

<PAGE>

(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 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

                                       27

<PAGE>

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.

                                     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 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 operation and maintenance
practices of the Property at the Commencement Date and otherwise in a manner
comparable to other comparable golf course 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.

          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


                                       28

<PAGE>

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.

          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 the condition in which the Property was originally
received from Landlord, except as repaired, rebuilt, restored, altered or
added to as permitted or required by the provisions of this Lease and except
for ordinary wear and tear (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"). 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.

          Upon approval by Landlord:

                                       29

<PAGE>

          (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

          (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 or 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.

                                       30

<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.  Solely from the payment of Rent
received hereunder, Landlord shall be obligated to accrue the Capital
Replacement Reserve.  The Capital Replacement Reserve shall accrue quarterly
based on the Officer's Certificate and shall be placed in the Capital
Replacement Fund.  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 Tenant for Capital
Expenditures; PROVIDED, HOWEVER, no portion of amounts credited to the
Capital Replacement Fund shall be used to purchase property to the extent
that doing so would cause Landlord to recognize income other than "rents from
real property" as defined in Section 856(d) of the Code.  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, 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 for reimbursement, or
     qualifying invoices for direct payment to the vendor;

          (c)    Such expenditures are included in the Capital Budget submitted
     to and approved by Landlord in accordance with Section 12.7; 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 credited to the Capital Replacement Fund, as to which Landlord shall
be entitled all income tax benefits.

                                       31

<PAGE>

          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
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.

          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 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 Golf Revenue
(including membership dues, daily use fees and other sources of Gross Golf
Revenue) and other revenue for the forthcoming Fiscal Year 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


                                       32

<PAGE>

four 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, and Landlord's approval shall not be unreasonably withheld.  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.  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
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

                                       33

<PAGE>


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 Phoenix,
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 sixty (60) days of the end of such Fiscal Year financial statements
prepared in accordance with GAAP and audited by an independent accounting
firm approved by Landlord, in its reasonable discretion.  Notwithstanding the
foregoing, Landlord shall only require audited financial statements of Gross
Golf Revenue if Tenant's financial statements are not required to be
separately stated by the Securities and Exchange Commission.

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


                                     ARTICLE 13


                                       34

<PAGE>

                    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;

          (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;

          (f)    liens for Impositions or for sums resulting from noncompliance
     with Legal Requirements so long as (1) the same are not yet payable or are
     payable without the addition of any fine or penalty or (2) 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.

          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


                                       35

<PAGE>

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 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, on its own or on Landlord's behalf
(or in Landlord's name) but at Tenant's expense, 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


                                       36

<PAGE>

     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;

          (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.


                                       37

<PAGE>


                                     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
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 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 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


                                       38

<PAGE>

     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.

          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 XV 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 therefore, which
premiums shall be repayable to Landlord upon written demand as


                                       39

<PAGE>

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 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 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.


                                       40

<PAGE>


          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 and shall be made available 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;

          (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


                                       41

<PAGE>

     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; and

          (g)    such other reasonable conditions as Landlord or Facility
     Mortgagee may reasonably impose, including, without limitation, payment by
     Tenant of reasonable costs of administration imposed by or on behalf of
     Facility Mortgagee should the proceeds be held by Facility Mortgagee.

          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 Landlord and
deposited in the Capital Replacement Fund except for any portion specifically
applicable to Tenant's merchandise and inventory.  All salvage resulting from
any risk covered by insurance shall belong to Landlord.

          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 may
petition Landlord for withdrawal from the Capital Replacement Fund to cover
some or all of such excess, subject to the approval of Landlord in Landlord's
sole and absolute discretion.

          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 as
     reasonably determined by Landlord, 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


                                       42

<PAGE>

     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 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)


                                       43

<PAGE>

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.

          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 to receive from the Award, if and to the
extent such Award specifically includes such items, 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


                                       44

<PAGE>

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
     within one hundred twenty (120) days of 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, 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,


                                       45

<PAGE>


                 (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
     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 or other Unavoidable Delays, 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; or

          (i)    an "Event of Default" (as defined in such lease) by Tenant or
     any Affiliate of Tenant in any other lease by and between such party and
     Landlord or any Affiliate of


                                       46

<PAGE>

     Landlord, or an "Event of Default" under the Owner's Shares Pledge
     Agreement or the Granite Shares 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 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


                                       47

<PAGE>




          of such unpaid Rent that Tenant proves could have been reasonably
          avoided,

                 (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, and

                 (iv)  any other amount necessary to compensate Landlord for
          all the detriment proximately caused by Tenant's failure to perform
          its obligations under this Lease or which in the ordinary course of
          things would be likely to result therefrom.

          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.

          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.


                                       48

<PAGE>


          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 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.


                                       49

<PAGE>

                                     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.

                                     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.


                                       50

<PAGE>

                                     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 or 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;

          (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


                                       51

<PAGE>


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 active, 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
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.


                                       52

<PAGE>


                                     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 sole 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.  Tenant shall not, without the
     prior written consent of Landlord, which consent Landlord may withhold in
     its sole discretion as to subsection (i) below, and which consent shall
     Landlord shall not unreasonably withhold as to subsections (ii) through
     (viii) below, further sublease or license portions of the Property to third
     parties, including concessionaires or licensees.  Without limiting the
     foregoing, Tenant's proposed sublease or any of the following transfers
     shall require Landlord's prior written consent, which consent Landlord may
     withhold in its sole discretion:

                     (i)   sublease or license to operate golf courses;

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

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

                    (iv)   sublease or license to provide golf lessons by
                           other than a resident professional;

                     (v)   sublease or license to operate restaurants;

                    (vi)   sublease or license to operate bars;

                   (vii)   sublease or license to operate spa or health
                           clubs; and

                  (viii)   sublease 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.

                 (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

                                       53

<PAGE>

     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,
     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


                                       54

<PAGE>

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 or enter into any other
agreement which has the effect of reducing the Percentage Rent payable to
Landlord hereunder.

          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, Landlord or its designee shall
have, for a period of sixty (60) 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 (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 one hundred eighty
(180) 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 fifteen (15) days to accept such
revised offer.


                                       55

<PAGE>


        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 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 $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


                                       56

<PAGE>


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
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.

                                       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);


                                       57

<PAGE>

          (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 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


                                       58

<PAGE>

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.  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 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 sixty (60) 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


                                       59

<PAGE>

purchase the Property, then Landlord shall be free to sell the Property to a
third party. 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, 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

          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


                                       60

<PAGE>


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.

          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 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.  Landlord may acquire or own golf courses that may be
geographically proximate to one or more golf courses that Tenant or
Affiliates of Tenant may own, manage or lease.


                                       61

<PAGE>


          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 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.

          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:


                                       62

<PAGE>

If to Landlord:     Golf Trust of America, L.P.
                    190 King Street
                    Charleston, South Carolina    29401
                    Attention:  W. Bradley Blair, II
                                   Scott D. Peters

If to Tenant:       Granite Tiburon, Inc.
                    c/o Granite Golf Group, Inc.
                    7226 N. 16th Street, Suite 200
                    Phoenix, Arizona 85020
                    Attention: T. Marney Edwards

With a copy to:     Ms. Lesa J. Storey
                    Fennemore Craig
                    3003 N. Central Avenue 85012-2913
                    Phoenix, Arizona  85012-2913

          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 and in recordable form 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).


                                       63

<PAGE>

          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 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.  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.  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 (a)
Landlord, (b) 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), (c) 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 (d) any other
Person affiliated with any of the foregoing, or any director, officer,
employee or agent of any thereof.

          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.


                                       64

<PAGE>


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

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


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


TENANT:             GRANITE TIBURON, INC.,
                    a Nebraska corporation


                    By: /s/ T. Marney Edwards
                        --------------------------
                    Its: Vice President
                         -------------------------


                                       65