<PAGE>



                         FIRST AMENDED AND RESTATED AGREEMENT
                                OF LIMITED PARTNERSHIP



                                          OF



                             GOLF TRUST OF AMERICA, L.P.


<PAGE>

                                  TABLE OF CONTENTS



ARTICLE I - DEFINED TERMS...................................................  1

ARTICLE II - PARTNERSHIP CONTINUATION AND IDENTIFICATION....................  9
    2.01  Continuation......................................................  9
    2.02  Name, Office and Registered Agent.................................  9
    2.03  Partners..........................................................  9
    2.04  Term and Dissolution..............................................  9
    2.05  Filing of Certificate and Perfection of Limited Partnership....... 10

ARTICLE III - BUSINESS OF THE PARTNERSHIP................................... 11

ARTICLE IV - CAPITAL CONTRIBUTIONS AND ACCOUNTS............................. 11
    4.01  Capital Contributions............................................. 11
    4.02  Additional Capital Contributions and Issuances of Additional
          Partnership Interests............................................. 11
    4.03  General Partner Loans............................................. 14
    4.04  Capital Accounts.................................................. 14
    4.05  Percentage Interests.............................................. 14
    4.06  No Interest on Contributions...................................... 15
    4.07  Return of Capital Contributions................................... 15
    4.08  No Third Party Beneficiary........................................ 15
    4.09  Stock Incentive Plans............................................. 15

ARTICLE V - PROFITS AND LOSSES; DISTRIBUTIONS............................... 16
    5.01  Allocation of Profit and Loss..................................... 16
    5.02  Distribution of Cash.............................................. 18
    5.03  REIT Distribution Requirements.................................... 19
    5.04  No Right to Distributions in Kind................................. 19
    5.05  Limitations on Return of Capital Contributions.................... 19
    5.06  Distributions Upon Liquidation.................................... 20
    5.07  Substantial Economic Effect....................................... 20

ARTICLE VI- RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER........... 20
    6.01  Management of the Partnership..................................... 20
    6.02  Delegation of Authority........................................... 23
    6.03  Indemnification and Exculpation of Indemnitees.................... 23
    6.04  Liability of the General Partner.................................. 24
    6.05  Expenditures by the Partnership................................... 25
    6.06  Outside Activities................................................ 26
    6.07  Employment or Retention of Affiliates............................. 26
    6.08  General Partner Participation..................................... 26
    6.09  Title to Partnership Assets....................................... 27
    6.10  Miscellaneous..................................................... 27


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    6.11  Maintenance of Indebtedness....................................... 27

ARTICLE VII - CHANGES IN GENERAL PARTNER.................................... 28
    7.01  Transfer of the General Partner's Partnership Interest............ 28
    7.02  Admission of a Substitute or Successor General Partner............ 29
    7.03  Effect of Bankruptcy, Withdrawal, Death or
          Dissolution of a General Partner.................................. 30
    7.04  Removal of a General Partner...................................... 30

ARTICLE VIII - RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS............... 32
    8.01  Management of the Partnership..................................... 32
    8.02  Power of Attorney................................................. 32
    8.03  Limitation on Liability of Limited Partners....................... 32
    8.04  Ownership by Limited Partner of Corporate
          General Partner or Affiliate...................................... 32
    8.05  Redemption Right.................................................. 32
    8.06  Registration...................................................... 35
    8.07  "Piggyback" Registration Rights................................... 37
    8.08  Sale of Initial Golf Course....................................... 42
    8.09  Execution of Pledge Agreement..................................... 42

ARTICLE IX - TRANSFERS OF LIMITED PARTNERSHIP INTERESTS..................... 42
    9.01  Purchase for Investment........................................... 42
    9.02  Restrictions on Transfer of Limited Partnership
          Interests......................................................... 42
    9.03  Admission of Substitute Limited Partner........................... 44
    9.04  Rights of Assignees of Partnership Interests...................... 45
    9.05  Effect of Bankruptcy, Death, Incompetence or
          Termination of a Limited Partner.................................. 46
    9.06  Joint Ownership of Interests...................................... 46

ARTICLE X - BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS...................... 46
    10.01  Books and Records................................................ 46
    10.02  Custody of Partnership Funds; Bank Accounts...................... 47
    10.03  Fiscal and Taxable Year.......................................... 47
    10.04  Annual Tax Information and Report................................ 47
    10.05  Tax Matters Partner; Tax Elections; Special Basis Adjustments.... 47
    10.06  Reports to Limited Partners...................................... 48

ARTICLE XI - AMENDMENT OF AGREEMENT; SALE OF ALL OR SUBSTANTIALLY ALL OF
COMPANY'S ASSETS............................................................ 48
    11.01  Amendment of Agreement........................................... 48
    11.02  Sale of All or Substantially all of the Assets
          of the Partnership; Change in Control............................. 49

ARTICLE XII - GENERAL PROVISIONS............................................ 49
    12.01  Notices.......................................................... 49
    12.02  Survival of Rights............................................... 49


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    12.03  Additional Documents............................................. 49
    12.04  Severability..................................................... 50
    12.05  Entire Agreement................................................. 50
    12.06  Pronouns and Plurals............................................. 50
    12.07  Headings......................................................... 50
    12.08  Counterparts..................................................... 50
    12.09  Governing Law.................................................... 50
    12.10  Guaranty by Company.............................................. 50


<PAGE>

                         FIRST AMENDED AND RESTATED AGREEMENT
                                OF LIMITED PARTNERSHIP

                                          OF

                             GOLF TRUST OF AMERICA, L.P.



    THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GOLF
TRUST OF AMERICA, L.P. (this "Agreement"), dated as of February 12, 1997, is
entered into by and between GTA GP, Inc., a Maryland corporation (in its
capacity as General Partner, the "General Partner"), and each of the Limited
Partners signatory hereto.

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

    A.   Golf Trust of America, L.P. (the "Partnership") was formed as a
limited partnership under the laws of the State of Delaware by a Certificate of
Limited Partnership filed with the Secretary of State of Delaware on November 8,
1996.  The Partnership is governed by a Limited Partnership Agreement dated
October 31, 1996, as amended on February 4, 1997, maintained at the offices of
the Partnership (the "Original Agreement").  The current parties to the Original
Agreement are the General Partner, GTA LP, Inc., David J. Dick, W. Bradley
Blair, II, and James Hoppenrath as original limited partners (the "Original
Limited Partners").

    B.   The General Partner and the Original Limited Partners desire to (i)
admit additional Limited Partners to the Partnership and (ii) restate the
Original Agreement in its entirety.

    NOW, THEREFORE, in consideration of the foregoing, and the covenants and
agreements between the parties hereto, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the Original Agreement to read in its entirety as
follows:

                                      ARTICLE I
                                    DEFINED TERMS

    The following defined terms used in this Agreement shall have the meanings
specified below:

    "ACT" means the Delaware Revised Uniform Limited Partnership Act, as it may
be amended from time to time.


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    "ADDITIONAL LIMITED PARTNER" means a Person admitted to this Partnership as
a Limited Partner pursuant to Section 4.02 hereof.

    "ADMINISTRATIVE EXPENSES" means (i) all administrative and operating costs
and expenses incurred by the Partnership, (ii) all administrative and operating
costs and expenses of the General Partner, including any salaries or other
payments to directors, officers and/or employees of the General Partner, and any
accounting and legal expenses of the General Partner, all of which costs and
expenses, the Partners have agreed, are expenses of the Partnership and not the
General Partner, and (iii) to the extent not included in clause (ii) above, REIT
Expenses.

    "AFFILIATE" means, (i) any Person that, directly or indirectly, controls or
is controlled by or is under common control with such Person, (ii) any other
Person that owns, beneficially, directly or indirectly, 5% or more of the
outstanding capital stock, shares or equity interests of such Person, or (iii)
any officer, director, employee, partner or trustee of such Person or any Person
controlling, controlled by or under common control with such Person (excluding
trustees and persons serving in similar capacities who are not otherwise an
Affiliate of such Person).  For the purposes of this definition, "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, through the ownership
of voting securities, partnership interests or other equity interests.

    "AGREED VALUE" means the fair market value of a Partner's non-cash Capital
Contribution as of the date hereof as agreed to by the Partners.  For purposes
of this Partnership Agreement, the Agreed Value of a Partner's non-cash Capital
Contribution shall be equal to the number of Partnership Units received by such
Partner in exchange for an Initial Golf Course or an interest therein or in
connection with the merger of a partnership of which such person is a partner
with and into the Partnership, or for any other non-cash asset so contributed,
multiplied by the Public Offering Price or, if the contribution is made after
the date hereof, the "Market Price" on the date of the contribution calculated
in accordance with the second and third sentences of the definition of "Cash
Amount."  The names and addresses of the Partners, number of Partnership Units
issued to each Partner, and the Agreed Value of non-cash Capital Contributions
is set forth on EXHIBIT A.

    "AGREEMENT" means this First Amended and Restated Agreement of Limited
Partnership of the Partnership.

    "CAPITAL ACCOUNT" has the meaning provided in Section 4.04 hereof.

    "CAPITAL CONTRIBUTION" means the total amount of capital initially
contributed or agreed to be contributed, as the context requires, to the
Partnership by each Partner pursuant to the terms of the Agreement.  Any
reference to the Capital Contribution of a Partner shall include the Capital
Contribution made by a predecessor holder of the Partnership Interest of


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such Partner.  The paid-in Capital Contribution shall mean the cash amount or
the Agreed Value of other assets actually contributed by each Partner to the
capital of the Partnership.

    "CAPITAL TRANSACTION" means the refinancing, sale, exchange, condemnation,
recovery of a damage award or insurance proceeds (other than business or rental
interruption insurance proceeds not reinvested in the repair or reconstruction
of Properties), or other disposition of any Property (or the Partnership's
interest therein).

    "CASH AMOUNT" means an amount of cash per Partnership Unit equal to the
value of the REIT Shares Amount on the date of receipt by the General Partner of
a Notice of Redemption.  The value of the REIT Shares Amount shall be based on
the average of the daily market price of REIT Shares for the ten consecutive
trading days immediately preceding the date of receipt by the General Partner of
a Notice of Redemption. The market price for each such trading day shall be: (i)
if the REIT Shares are listed or admitted to trading on any securities exchange
or the NYSE, the sale price, regular way, on such day, or if no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
on such day, (ii) if the REIT Shares are not listed or admitted to trading on
any securities exchange or the NYSE, the last reported sale price on such day
or, if no sale takes place on such day, the average of the closing bid and asked
prices on such day, as reported by a reliable quotation source designated by the
General Partner, or (iii) if the REIT Shares are not listed or admitted to
trading on any securities exchange or the NYSE and no such last reported sale
price or closing bid and asked prices are available, the average of the reported
high bid and low asked prices on such day, as reported by a reliable quotation
source designated by the General Partner, or if there shall be no bid and asked
prices on such day, the average of the high bid and low asked prices, as so
reported, on the most recent day (not more than 10 days prior to the date in
question) for which prices have been so reported; PROVIDED THAT if there are no
bid and asked prices reported during the ten days prior to the date in question,
the value of the REIT Shares shall be determined by the General Partner acting
in good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate.  In the event the REIT
Shares Amount includes rights that a holder of REIT Shares would be entitled to
receive, then the value of such rights shall be determined by the Company acting
in good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate.

    "CERTIFICATE" means any instrument or document that is required under the
laws of the State of Delaware, or any other jurisdiction in which the
Partnership conducts business, to be signed and sworn to by the Partners of the
Partnership (either by themselves or pursuant to the power-of-attorney granted
to the General Partner in Section 8.02 hereof) and filed for recording in the
appropriate public offices within the State of Delaware or such other
jurisdiction to perfect or maintain the Partnership as a limited partnership, to
effect the admission, withdrawal, or substitution of any Partner of the
Partnership, or to protect the limited liability of the Limited Partners as
limited partners under the laws of the State of Delaware or such other
jurisdiction.


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<PAGE>

    "CHARTER" means the Charter of the Company filed with the Secretary of
State of the State of Maryland, as amended or restated from time to time.

    "CODE" means the Internal Revenue Code of 1986, as amended, and as
hereafter amended from time to time.  Reference to any particular provision of
the Code shall mean that provision in the Code at the date hereof and any
succeeding provision of the Code.

    "COMMISSION" means the U.S. Securities and Exchange Commission.

    "COMPANY" means Golf Trust of America, Inc., a Maryland corporation.

    "CONTRIBUTION AND LEASEBACK AGREEMENT" means, as to each Limited Partner
contributing interests in an Initial Golf Course, that certain Contribution and
Leaseback Agreement by and between the Partnership and such Limited Partner.

    "CONVERSION FACTOR" means 1.0, PROVIDED THAT in the event that the Company
(i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or
makes a distribution to all holders of its outstanding REIT Shares in REIT
Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its
outstanding REIT Shares into a smaller number of REIT Shares, the Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the
numerator of which shall be the number of REIT Shares issued and outstanding on
the record date for such dividend, distribution, subdivision or combination
(assuming for such purposes that such dividend, distribution, subdivision or
combination has occurred as of such time), and the denominator of which shall be
the actual number of REIT Shares (determined without the above assumption)
issued and outstanding on such date. Any adjustment to the Conversion Factor
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event; PROVIDED, HOWEVER, that
if the Company receives a Notice of Redemption after the record date, but prior
to the effective date of such dividend, distribution, subdivision or
combination, the Conversion Factor shall be determined as if the Company had
received the Notice of Redemption immediately prior to the record date for such
dividend, distribution, subdivision or combination.

    "DEFAULTING LIMITED PARTNER" has the meaning provided in Section 5.02(b)
hereof.

    "EFFECTIVE DATE" means the date of closing of the Initial Offering.

    "EVENT OF BANKRUPTCY" as to any Person means the filing of a petition for
relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978
or similar provision of law of any jurisdiction (except if such petition is
contested by such Person and has been dismissed within 90 days); insolvency or
bankruptcy of such Person as finally determined by a court proceeding; filing by
such Person of a petition or application to accomplish the same or for the
appointment of a receiver or a trustee for such Person or a substantial part of
his assets; commencement of any proceedings relating to such Person as a debtor
under any other reorganization, arrangement, insolvency, adjustment of debt or
liquidation law of any


                                          4


<PAGE>

jurisdiction, whether now in existence or hereinafter in effect, either by such
Person or by another, provided that if such proceeding is commenced by another,
such Person indicates his approval of such proceeding, consents thereto or
acquiesces therein, or such proceeding is contested by such Person and has not
been finally dismissed within 90 days.

    "FUNDING LOAN" has the meaning provided in Section 4.03 hereof.

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

    "GENERAL PARTNER" means GTA GP, Inc., a Maryland corporation, a
wholly-owned subsidiary of the Company, and any Person who becomes a substitute
or additional General Partner as provided herein, and any of their successors as
General Partner.

    "GENERAL PARTNERSHIP INTEREST" means the Partnership Interest held by the
General Partner.

    "GTA GP" means GTA GP, Inc., a Maryland corporation and wholly-owned
subsidiary of the Company.

    "GTA LP" means GTA LP, Inc., a Maryland corporation and wholly-owned
subsidiary of the Company.

    "INCENTIVE RIGHTS" has the meaning set forth in Section 4.02 hereof.

    "INDEMNITEE" means (i) any Person made a party to a proceeding by reason of
his status as the General Partner or an affiliate of the General Partner or a
director or officer of the Partnership or the General Partner or an affiliate of
the General Partner or the Partnership and (ii) such other Persons as the
General Partner may designate in good faith from time to time, in its reasonable
discretion., giving consideration to the interest of the Partnership.

    "INDEPENDENT DIRECTOR" shall mean those individuals, who shall comprise a
majority of the Board of Directors of the Company, who are not officers or
employees of the Company or Affiliates of (i) any lessee of any property of the
Company or the Partnership, (ii) any subsidiary of the Company or (iii) any
partnership which is an Affiliate of the Company, including the Partnership.

    "INITIAL GOLF COURSES" means those properties listed on EXHIBIT B attached
hereto.

    "INITIAL OFFERING" means the initial offer and sale by the Company and the
purchase by the Underwriters (as defined in the Prospectus) of the common shares
of the Company for sale to the public.


                                          5


<PAGE>

    "LIMITED PARTNER" means any Person named as a Limited Partner on EXHIBIT A
attached hereto, and any Person who becomes a Substitute or Additional Limited
Partner, in such Person's capacity as a Limited Partner in the Partnership.

    "LIMITED PARTNERSHIP INTEREST" means the ownership interest of a Limited
Partner in the Partnership at any particular time, including the right of such
Limited Partner to any and all benefits to which such Limited Partner may be
entitled as provided in this Agreement and in the Act, together with the
obligations of such Limited Partner to comply with all the provisions of this
Agreement and of such Act.

    "LOSS" has the meaning provided in Section 5.01(f) hereof.

    "MINIMUM LIMITED PARTNERSHIP INTEREST" means the lesser of (i) 1% or (ii)
if the total Capital Contributions to the Partnership exceed $50 million, 1%
divided by the ratio of the total Capital Contributions to the Partnership to
$50 million; provided, however, that the Minimum Limited Partnership Interest
shall not be less than 0.2% at any time.

    "NEW SECURITIES" has the meaning set forth in Section 4.02(a)(ii) hereof.

    "NOTICE OF REDEMPTION" means the Notice of Exercise of Redemption Right
substantially in the form attached as EXHIBIT C hereto.

    "NYSE" means the New York Stock Exchange.

    "ORIGINAL LIMITED PARTNERS" has the meaning set forth in Recital A hereof.

    "PARTNER" means any General Partner or Limited Partner.

    "PARTNER NONRECOURSE DEBT MINIMUM GAIN" has the meaning set forth in
Regulations Section 1.704-2(i).  A Partner's share of Partner Nonrecourse Debt
Minimum Gain shall be determined in accordance with Regulations Section
1.704-2(i)(5).

    "PARTNERSHIP INTEREST" means an ownership interest in the Partnership by
either a Limited Partner or the General Partner and includes any and all
benefits to which the holder of such a Partnership Interest may be entitled as
provided in this Agreement, together with all obligations of such Person to
comply with the terms and provisions of this Agreement.

    "PARTNERSHIP MINIMUM GAIN" has the meaning set forth in Regulations Section
1.704-2(d).  In accordance with Regulations Section 1.704-2(d), the amount of
Partnership Minimum Gain is determined by first computing, for each Partnership
nonrecourse liability, any gain the Partnership would realize if it disposed of
the property subject to that liability for no consideration other than full
satisfaction of the liability, and then aggregating the separately computed
gains.  A Partner's share of Partnership Minimum Gain shall be determined in
accordance with Regulations Section 1.704-2(g)(1).


                                          6


<PAGE>

    "PARTNERSHIP RECORD DATE" means the record date established by the General
Partner for the distribution of cash pursuant to Section 5.02 hereof, which
record date shall be the same as the record date established by the Company for
a distribution to its shareholders of some or all of its portion of such
distribution.

    "PARTNERSHIP UNIT" means a fractional, undivided share of the Partnership
Interests of all Partners issued hereunder.  The initial allocation of
Partnership Units among the Partners is as set forth on EXHIBIT A, as may be
amended from time to time.

    "PERCENTAGE INTEREST" means the percentage ownership interest in the
Partnership of each Partner, as determined by dividing the Partnership Units
owned by a Partner by the total number of Partnership Units then outstanding.
The initial Percentage Interest of each Partner is as set forth opposite its
respective name on EXHIBIT A, as may be amended from time to time.

    "PERSON" means any individual, partnership, corporation, joint venture,
trust or other entity.

    "PLEDGE AGREEMENT" means a Pledge Agreement executed by a Limited Partner
contributing an Initial Golf Course to the Partnership, substantially in the
form of EXHIBIT E attached hereto.

    "PROFIT" has the meaning provided in Section 5.01(f) hereof.

    "PROPERTY" means any golf course property or other investment in which the
Partnership holds an ownership interest.

    "PROSPECTUS" means the final prospectus delivered to purchasers of the
Company's common stock in the Initial Offering.

    "PUBLIC OFFERING PRICE" shall mean the initial public offering price set
forth in the Prospectus.

    "REDEEMING PARTNER" has the meaning provided in Section 8.05(a) hereof.

    "REDEMPTION AMOUNT" means either the Cash Amount or the REIT Shares Amount,
as determined pursuant to Section 8.05(b) hereof.

    "REDEMPTION RIGHT" has the meaning provided in Section 8.05(a) hereof.

    "REDEMPTION SHARES" has the meaning provided in Section 8.06(a) hereof.


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<PAGE>

    "REGULATIONS" means the Federal Income Tax Regulations issued under the
Code, as amended and as hereafter amended from time to time.  Reference to any
particular provision of the Regulations shall mean that provision of the
Regulations on the date hereof and any succeeding provision of the Regulations.

    "REIT" means a real estate investment trust under Sections 856 through 860
of the Code.

    "REIT EXPENSES" means (i) costs and expenses relating to the formation and
continuity of existence of the Company and any Subsidiaries thereof including
GTA GP and GTA LP (which Subsidiaries shall, for purposes of this definition, be
included within the definition of Company), including taxes, fees and
assessments associated therewith, any and all costs, expenses or fees payable to
any Director, officer, or employee of the Company, (ii) costs and expenses
relating to the public offering and registration of securities by the, Company
and all statements, reports, fees and expenses incidental thereto, including
underwriting discounts and selling commissions applicable to any such offering
of securities, (iii) costs and expenses associated with the preparation and
filing of any periodic reports by the Company under federal, state or local laws
or regulations, including filings with the Commission, (iv) costs and expenses
associated with compliance by the Company with laws, rules and regulations
promulgated by any regulatory body, including the Commission, and (v) all other
operating or administrative costs of the Company incurred in the ordinary course
of its business on behalf of the Partnership.

    "REIT SHARE" means a share of common stock of the Company.

    "REIT SHARES AMOUNT" shall mean a number of REIT Shares equal to the number
of Partnership Units offered for redemption by a Redeeming Partner, multiplied
by the Conversion Factor; PROVIDED THAT in the event the Company issues to all
holders of REIT Shares rights, options, warrants or convertible or exchangeable
securities entitling the shareholders to subscribe for or purchase REIT Shares,
or any other securities or property (collectively, the "rights"), then the REIT
Shares Amount shall also include such rights that a holder of that number of
REIT Shares would be entitled to receive.

    "RULE 144" has the meaning set forth in Section 8.06(a) hereof.

    "SEC" means the United States Securities and Exchange Commission.

    "SECURITIES ACT" has the meaning set forth in Section 8.05(b) hereof.

    "SERVICE" means the Internal Revenue Service.

    "STOCK INCENTIVE PLANS" means the Golf Trust of America, Inc. Incentive
Plan and the Golf Trust of America, Inc. Directors' Incentive Plan, as either
such plan may be amended from time to time, or any stock incentive plan adopted
in the future by the Company.


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<PAGE>

    "SPECIFIED REDEMPTION DATE" means  30 days after the receipt by the Company
of the Notice of Redemption.

    "SUBSIDIARY" means, with respect to any Person, any corporation or other
entity of which a majority of (i) the voting power of the voting equity
securities or (ii) the outstanding equity interests is owned, directly or
indirectly, by such Person.

    "SUBSTITUTE LIMITED PARTNER" means any Person admitted to the Partnership
as a Limited Partner pursuant to Section 9.03 hereof.

    "TRANSACTION" has the meaning set forth in Section 7.01(c) hereof.

    "TRANSFER" has the meaning set forth in Section 9.02(a) hereof.

                                      ARTICLE II
                     PARTNERSHIP CONTINUATION AND IDENTIFICATION

    2.01 CONTINUATION.  The Partners hereby agree to continue the Partnership
pursuant to the Act and upon the terms and conditions set forth in this
Agreement.

    2.02 NAME, OFFICE AND REGISTERED AGENT.  The name of the Partnership shall
be Golf Trust of America, L.P. The specified office and place of business of the
Partnership shall be 190 King Street, Charleston, South Carolina 29401.  The
General Partner may at any time change the location of such office, provided the
General Partner gives notice to the Partners of any such change.  The name and
address of the Partnership's registered agent is Paracorp Incorporated, 15 East
North Street, Dover, Kent County, Delaware 19901.  The sole duty of the
registered agent as such is to forward to the Partnership any notice that is
served on him as registered agent.

    2.03 PARTNERS.

         (a) As of the date hereof, the General Partner of the Partnership is
GTA GP, Inc., a Maryland corporation.  Its principal place of business shall
be the same as that of the Partnership.

         (b)  The Limited Partners shall be those Persons identified as Limited
Partners in EXHIBIT A hereto, as amended from time to time.  The Limited
Partners (other than the Original Limited Partner) hereby are admitted as
Limited Partners.

    2.04 TERM AND DISSOLUTION.

         (a)  The term of the Partnership shall continue in full force and
effect until December 31, 2071 except that the Partnership shall be dissolved
upon the happening of any of the following events:


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<PAGE>

              (i)  The occurrence of an Event of Bankruptcy as to a General
         Partner or the dissolution, death or withdrawal of a General Partner
         unless the business of the Partnership is continued pursuant to
         Section 7.03(b) hereof; provided that if a General Partner is on the
         date of such occurrence a partnership, the dissolution of such General
         Partner as a result of the dissolution, death, withdrawal, removal or
         Event of Bankruptcy of a partner in such partnership shall not be an
         event of dissolution of the Partnership if the business of such
         General Partner is continued by the remaining partner or partners,
         either alone or with additional partners, and such General Partner and
         such partners comply with any other applicable requirements of this
         Agreement;

              (ii) The passage of 90 days after the sale or other disposition
         of all or substantially all the assets of the Partnership; (provided
         that if the Partnership receives an installment obligation as
         consideration for such sale or other disposition, the Partnership
         shall continue, unless sooner dissolved under the provisions of this
         Agreement, until such time as such note or notes are paid in full);

              (iii) The redemption of all Limited Partnership Interests
         (other than any of such interests held by GTA LP); or

              (iv) The election by the General Partner that the Partnership
         should be dissolved.

         (b)  Upon dissolution of the Partnership (unless the business of the
Partnership is continued pursuant to Section 7.03(b) hereof), the General
Partner (or its trustee, receiver, successor or legal representative) shall
amend or cancel the Certificate and liquidate the Partnership's assets and apply
and distribute the proceeds thereof in accordance with Section 5.06 hereof.
Notwithstanding the foregoing, the liquidating General Partner may either (i)
defer liquidation of, or withhold from distribution, for a reasonable time, any
assets of the Partnership (including those necessary to satisfy the
Partnership's debts and obligations), or (ii) distribute the assets to the
Partners in kind.

    2.05 FILING OF CERTIFICATE AND PERFECTION OF LIMITED PARTNERSHIP. The
General Partner shall execute, acknowledge, record and file at the expense of
the Partnership, the Certificate and any and all amendments thereto and all
requisite fictitious name statements and notices in such places and
jurisdictions as may be necessary to cause the Partnership to be treated as a
limited partnership under, and otherwise to comply with, the laws of each state
or other jurisdiction in which the Partnership conducts business.


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<PAGE>

                                     ARTICLE III
                             BUSINESS OF THE PARTNERSHIP

    The purpose and nature of the business to be conducted by the Partnership
is (i) to conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act, provided, however, that such business
shall be limited to and conducted in such a manner as to permit the Company at
all times to qualify as a REIT, unless the Company otherwise ceases to qualify
as a REIT, (ii) to enter into any partnership, joint venture or other similar
arrangement to engage in any of the foregoing or the ownership of interests in
any entity engaged in any of the foregoing and (iii) to do anything necessary or
incidental to the foregoing. The General Partner shall also be empowered to do
any and all acts and things necessary or prudent to ensure that the Partnership
will not be classified as a "publicly traded partnership" for purposes of
Section 7704 of the Code.

                                      ARTICLE IV
                          CAPITAL CONTRIBUTIONS AND ACCOUNTS

    4.01 CAPITAL CONTRIBUTIONS. The General Partner and GTA LP shall each
contribute to the capital of the Partnership cash in an amount set forth
opposite their names on EXHIBIT A, which shall represent the gross proceeds of
the Initial Offering. The Limited Partners, other than GTA LP, shall contribute
to the capital of the Partnership certain real and personal property interests
in one or more of the Initial Golf Courses as set forth opposite their names on
EXHIBIT A.  The Agreed Values of the Limited Partners' ownership interests in
the Initial Golf Courses that are contributed to the Partnership are as set
forth opposite their names on EXHIBIT A.

    4.02 ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF ADDITIONAL
PARTNERSHIP INTERESTS. Except as provided in Sections 4.02 or 4.03, the Partners
shall have no right or obligation to make any additional Capital Contributions
or loans to the Partnership. The General Partner may contribute additional
capital to the Partnership, from time to time, and receive additional
Partnership Interests in respect thereof, in the manner contemplated in this
Section 4.02.

         (a)  Issuances of Additional Partnership Interests.

              (i)  General. The General Partner is hereby authorized to cause
         the Partnership to issue such additional Partnership Interests in the
         form of Partnership Units for any Partnership purpose at any time or
         from time to time, to the Partners (including the General Partner and
         GTA LP) or to other Persons for such consideration and on such terms
         and conditions as shall be established by the General Partner in its
         sole and absolute discretion, all without the approval of any Limited
         Partners. Any additional Partnership Interests issued thereby may be
         issued in one or more classes, or one or more series of any of such
         classes, with such designations, preferences and relative,
         participating, optional or other special rights, powers and duties,
         including


                                          11


<PAGE>

         rights, powers and duties senior to Limited Partnership Interests, all
         as shall be determined by the General Partner in its sole and absolute
         discretion and without the approval of any Limited Partner, subject to
         Delaware law, including, without limitation, (i) the allocation of
         items of Partnership income, gain, loss, deduction and credit to each
         such class or series of Partnership Interests; (ii) the right of each
         such class or series of Partnership Interests to share in Partnership
         distributions; and (iii) the rights of each such class or series of
         Partnership Interests upon dissolution and liquidation of the
         Partnership; PROVIDED, HOWEVER, that no additional Partnership
         Interests shall be issued to the General Partner or GTA LP unless
         either:

                   (1)  the additional Partnership Interests are issued in
              connection with an issuance of shares of or other interests in
              the Company, which shares or interests have designations,
              preferences and other rights, all such that the economic
              interests are substantially similar to the designations,
              preferences and other rights of the additional Partnership
              Interests issued to the General Partner or GTA LP by the
              Partnership in accordance with this Section 4.02 and (B) except
              as provided in Section 4.02(a)(ii) hereof, the General Partner or
              GTA LP shall make a Capital Contribution to the Partnership in an
              amount equal to the proceeds raised in connection with the
              issuance of such shares of or other interests in the Company, or

                   (2)  the additional Partnership Interests are issued to all
              Partners in proportion to their respective Percentage Interests.

              Without limiting the foregoing, the General Partner is expressly
         authorized to cause the Partnership to issue Partnership Units for
         less than fair market value, so long as the General Partner concludes
         in good faith that such issuance is in the best interests of the
         General Partner, the Company and the Partnership.

              (ii) Upon Issuance of New Securities.  After the Initial
         Offering, the Company shall not issue any additional REIT Shares
         (other than REIT Shares issued in connection with a redemption
         pursuant to Section 8.05 hereof) or rights, options, warrants or
         convertible or exchangeable securities containing the right to
         subscribe for or purchase REIT Shares (collectively, "New Securities")
         other than to all holders of REIT Shares, unless (A) the General
         Partner shall cause the Partnership to issue to the General Partner
         and GTA LP, as the Company designate, Partnership Interests or rights,
         options, warrants or convertible or exchangeable securities of the
         Partnership having designations, preferences and other rights, all
         such that the economic interests are substantially similar to those of
         the New Securities, and (B) the Company, through the General Partner
         and GTA LP, contributes the proceeds from the issuance of such New
         Securities and from the exercise of rights contained in


                                          12


<PAGE>

         such New Securities to the Partnership; provided, however, that the
         Company is allowed to issue New Securities in connection with an
         acquisition of a property to be held directly by the Company, but if
         and only if, such direct acquisition and issuance of New Securities
         have been approved and determined to be in the best interests of the
         Company and the Partnership by a majority of the Independent
         Directors. Without limiting the foregoing, the Company is expressly
         authorized to issue New Securities for less than fair market value,
         and to cause the Partnership to issue to the General Partner
         corresponding Partnership Interests, so long as (x) the General
         Partner concludes in good faith that such issuance is in the best
         interests of the General Partner and the Partnership (for example, and
         not by way of limitation, the issuance of REIT Shares and
         corresponding Partnership Units pursuant to an employee stock purchase
         plan providing for employee purchases of REIT Shares at a discount
         from fair market value or employee stock options that have an exercise
         price that is less than the fair market value of the REIT Shares,
         either at the time of issuance or at the time of exercise), and (y)
         the Company contributes all proceeds from such issuance, through the
         General Partner and GTA LP, as the Company may so designate to the
         Partnership. By way of example, in the event the Company issues REIT
         Shares for a cash purchase price and contributes all of the proceeds
         of such issuance, through the General Partner and GTA LP, to the
         Partnership as required hereunder, the General Partner and GTA LP, as
         the Company may so designate, shall be issued a number of additional
         Partnership Units equal to the product of (A) the number of such REIT
         Shares issued by the Company the proceeds of which were so
         contributed, multiplied by (B) a fraction, the numerator of which is
         one hundred percent (100%), and the denominator of which is the
         Conversion Factor in effect on the date of such contribution.

         (b)  Certain Deemed Contributions of Proceeds of Issuance of Shares.
In connection with any and all issuances of REIT Shares, the Company shall
contribute all of the proceeds raised in connection with such issuance to the
General Partner and GTA LP, as the Company determines and in turn, the General
Partner and GTA LP shall make capital contributions to the Partnership of such
proceeds, provided that if the proceeds actually received by and contributed by
the Company to the General Partner are less than the gross proceeds of such
issuance as a result of any underwriter's discount or other expenses paid or
incurred in connection with such issuance, then the General Partner and GTA LP
shall be deemed to have made a Capital Contribution to the Partnership in the
amount of the gross proceeds of such issuance and the Partnership shall be
deemed simultaneously to have paid such offering expenses in connection with the
required issuance of additional Partnership Units to General Partner and GTA LP
for such Capital Contribution pursuant to Section 4.02(a) hereof.

         (c)  Minimum Limited Partnership Interest. In the event that either a
redemption pursuant to Section 8.05 hereof or an additional Capital Contribution
by the General Partner or GTA LP would result in the Limited Partners (other
than GTA LP), in


                                          13


<PAGE>

the aggregate, owning less than the Minimum Limited Partnership Interest, the
General Partner and the Limited Partners shall form another partnership and
contribute sufficient Limited Partnership Interests together with such other
Limited Partners so that the Limited Partners (other than GTA LP) own at least
the Minimum Limited Partnership Interest.

    4.03 GENERAL PARTNER LOANS.  The General Partner may from time to time
advance funds to the Partnership for any proper Partnership purpose as a loan
("Funding Loan"), provided that any such funds must first be obtained by the
General Partner from a third party lender, and then all of such funds must be
loaned by the General Partner to the Partnership on the same terms and
conditions, including principal amount, interest rate, repayment schedule and
costs and expenses, as shall be applicable with respect to or incurred in
connection with such loan with such third party lender. Except for Funding
Loans, the General Partner shall not incur any indebtedness for borrowed funds;
provided, however, that any loan proceeds received by the General Partner may be
distributed to the Company and, in turn, to the Company's shareholders or other
equity holders if such loan and distribution have been approved and determined
to be necessary to enable the Company to maintain its status as a REIT under
Sections 856-860 of the Code by a majority of the Independent Directors.

    4.04 CAPITAL ACCOUNTS.  A separate capital account (a "Capital Account")
shall be established and maintained for each Partner in accordance with
Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires
an additional Partnership Interest in exchange for more than a DE MINIMIS
Capital Contribution, (ii) the Partnership distributes to a Partner more than a
DE MINIMIS amount of Partnership property as consideration for a Partnership
Interest, or (iii) the Partnership is liquidated within the meaning of
Regulation Section 1.704-l(b)(2)(ii)(g), the General Partner shall revalue the
property of the Partnership to its fair market value (as determined by the
General Partner and taking into account Section 7701(g) of the Code) in
accordance with Regulations Section 1.704-l(b)(2)(iv)(f). When the Partnership's
property is revalued by the General Partner, the Capital Accounts of the
Partners shall be adjusted in accordance with Regulations Sections
1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to
be adjusted to reflect the manner in which the unrealized gain or loss inherent
in such property (that has not been reflected in the Capital Accounts
previously) would be allocated among the Partners pursuant to Section 5.01 if
there were a taxable disposition of such property for its fair market value (as
determined by the General Partner and taking into account Section 7701(g) of the
Code) on the date of the revaluation.

    4.05 PERCENTAGE INTERESTS. If the number of outstanding Partnership Units
increases or decreases during a taxable year, each Partner's Percentage Interest
shall be adjusted to a percentage equal to the number of Partnership Units held
by such Partner divided by the aggregate number of Partnership Units outstanding
after giving effect to such increase or decrease. If the Partners' Percentage
Interests are adjusted pursuant to this Section 4.05, the Profits and Losses for
the taxable year in which the adjustment occurs shall be allocated between the
part of the year ending on the day of the adjustment and the part of the year
beginning on the following day either (i) as if the taxable year had ended on
the date of the


                                          14


<PAGE>

adjustment or (ii) based on the number of days in each part. The General
Partner, in its sole discretion, shall determine which method shall be used to
allocate Profits and Losses for the taxable year in which the adjustment occurs.
The allocation of Profits and Losses for the earlier part of the year shall be
based on the Percentage Interests before adjustment, and the allocation of
Profits and Losses for the later part shall be based on the adjusted Percentage
Interests.

    4.06 NO INTEREST ON CONTRIBUTIONS.  No Partner shall be entitled to
interest on its Capital Contribution.

    4.07 RETURN OF CAPITAL CONTRIBUTIONS.  No Partner shall be entitled to
withdraw any part of its Capital Contribution or its Capital Account or to
receive any distribution from the Partnership, except as specifically provided
in this Agreement. Except as otherwise provided herein, there shall be no
obligation to return to any Partner or withdrawn Partner any part of such
Partner's Capital Contribution for so long as the Partnership continues in
existence.

    4.08 NO THIRD PARTY BENEFICIARY.  No creditor or other third party having
dealings with the Partnership shall have the right to enforce the right or
obligation of any Partner to make Capital Contributions or loans or to pursue
any other right or remedy hereunder or at law or in equity, it being understood
and agreed that the provisions of this Agreement shall be solely for the benefit
of, and may be enforced solely by, the parties hereto and their respective
successors and assigns. None of the rights or obligations of the Partners herein
set forth to make Capital Contributions or loans to the Partnership shall be
deemed an asset of the Partnership for any purpose by any creditor or other
third party, nor may such rights or obligations be sold, transferred or assigned
by the Partnership or pledged or encumbered by the Partnership to secure any
debt or other obligation of the Partnership or of any of the Partners. In
addition, it is the intent of the parties hereto that no distribution to any
Limited Partner shall be deemed a return of money or other property in violation
of the Act.

    4.09 STOCK INCENTIVE PLANS.

         (a)  If grants of REIT Shares are made in connection with a Stock
Incentive Plan:

              (i)  The Company, through the General Partner and GTA LP, shall
contribute, as soon as practicable after such grant, to the Partnership (to be
thereafter taken into account for the purposes of calculating any cash
distributable to the Partners), an amount equal to the price, if any, paid to
the Company by the party receiving such REIT Shares;

              (ii) The Partnership shall issue to the General Partner and GTA
LP an aggregate number of additional Partnership Units equal to the product of
(1) the number of such REIT Shares issued by the Company, MULTIPLIED BY (2) a
fraction, the numerator of which is 100%, and the denominator of which is the
Conversion Factor in effect on the date of such contribution; and


                                          15


<PAGE>

              (iii)     The General Partner's and GTA LP's Percentage Interest
and the Percentage Interests of the other Limited Partners shall be adjusted as
set forth in Section 4.02.

         (b)  If stock options or warrants granted in connection with a Stock
Incentive Plan are exercised:

              (i)  The Company, through the General Partner and GTA LP, shall
contribute, as soon as practicable after such exercise, to the Partnership (to
be thereafter taken into account for purposes of calculating any cash
distributable to the Partners), an amount equal to the exercise price, if any,
paid to the Company by the exercising party in connection with the exercise of
the option or warrant;

              (ii) The Partnership shall issue to the General Partner and GTA
LP an aggregate number of additional Partnership Units equal to the product of
(1) the number of REIT Shares issued by the Company in satisfaction of such
exercised option or warrant, MULTIPLIED BY (2) a fraction, the numerator of
which is 100%, and the denominator of which is the Conversion Factor in effect
on the date of such contribution; and

              (iii)     The General Partner's and GTA LP's Percentage Interest
and the Percentage Interests of the other Limited Partners shall be adjusted as
set forth in Section 4.02.

         (c)  If the Company grants any director, officer or employee share
appreciation rights, performance share awards or other similar rights
("Incentive Rights"), then simultaneously, the Partnership shall grant the
General Partner and GTA LP corresponding and economically equivalent rights with
respect to their Partnership Units.  Consequently, upon the cash payment by the
Company to its directors, officers or employees pursuant to such Incentive
Rights, the Partnership shall make an equal cash payment to the General Partner
and GTA LP.

                                      ARTICLE V
                          PROFITS AND LOSSES; DISTRIBUTIONS

    5.01 ALLOCATION OF PROFIT AND LOSS.

         (a)  GENERAL.  Except as otherwise provided in this Section 5.01,
Profit and Loss of the Partnership for each fiscal year of the Partnership shall
be allocated among the Partners in accordance with their respective Percentage
Interests.

         (b)  MINIMUM GAIN CHARGEBACK.  Notwithstanding any provision to the
contrary, (i) any expense of the Partnership that is a "nonrecourse deduction"
within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in
accordance with the Partners' respective Percentage Interests, (ii) any expense
of the Partnership that is a "partner nonrecourse deduction" within the meaning
of Regulations Section 1.704-2(i)(2) shall be


                                          16


<PAGE>

allocated in accordance with Regulations Section 1.704-2(i)(1), (iii) if there
is a net decrease in Partnership Minimum Gain within the meaning of Regulations
Section 1.704-2(f)(1) for any Partnership taxable year, items of gain and income
shall be allocated among the Partners in accordance with Regulations Section
1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j),
and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain
within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership
taxable year, items of gain and income shall be allocated among the Partners in
accordance with Regulations Section 1.704-2(i)(4) and the ordering rules
contained in Regulations Section 1.704-2(j). A Partner's "interest in
partnership profits" for purposes of determining its share of the nonrecourse
liabilities of the Partnership within the meaning of Regulations Section
1.752-3(a)(3) shall be such Partner's Percentage Interest.

         (c)  QUALIFIED INCOME OFFSET.  If a Limited Partner receives in any
taxable year an adjustment, allocation, or distribution described in
subparagraphs (4), (5), or (6) of Regulations Section 1.704-l(b)(2)(ii)(d) that
causes or increases a negative balance in such Partner's Capital Account that
exceeds the sum of such Partner's shares of Partnership Minimum Gain and Partner
Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations
Sections 1.704-2(g) and 1.704-2(i), such Partner shall be allocated specially
for such taxable year (and, if necessary, later taxable years) items of income
and gain in an amount and manner sufficient to eliminate such negative Capital
Account balance as quickly as possible as provided in Regulations Section
1.704-l(b)(2)(ii)(d). After the occurrence of an allocation of income or gain to
a Limited Partner in accordance with this Section 5.01(c), to the extent
permitted by Regulations Section 1.704-l(b), items of expense or loss shall be
allocated to such Partner in an amount necessary to offset the income or gain
previously allocated to such Partner under this Section 5.01(c).

         (d)  CAPITAL ACCOUNT DEFICITS.  Loss shall not be allocated to a
Limited Partner to the extent that such allocation would cause a deficit in such
Partner's Capital Account (after reduction to reflect the items described in
Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of
such Partner's shares of Partnership Minimum Gain and Partner Nonrecourse Debt
Minimum Gain. Any Loss in excess of that limitation shall be allocated to the
General Partner. After the occurrence of an allocation of Loss to the General
Partner in accordance with this Section 5.01(d), to the extent permitted by
Regulations Section 1.704-l(b), Profit shall be allocated to such Partner in an
amount necessary to offset the Loss previously allocated to such Partner under
this Section 5.01(d).

         (e)  ALLOCATIONS BETWEEN TRANSFEROR AND TRANSFEREE.  If a Partner
transfers any part or all of its Partnership Interest, and the transferee is
admitted as a substitute Partner as provided herein, the distributive shares of
the various items of Profit and Loss allocable among the Partners during such
fiscal year of the Partnership shall be allocated between the transferor and the
substitute Partner either (i) as if the Partnership's fiscal year had ended on
the date of the transfer, or (ii) based on the number of days of such fiscal
year that each was a Partner without regard to the results of Partnership
activities in the respective portions of such fiscal year in which the
transferor and the transferee were Partners. The General Partner, in its sole
discretion, shall determine which method shall be used to allocate


                                          17


<PAGE>

the distributive shares of the various items of Profit and Loss between the
transferor and the substitute Partner.

         (f)  DEFINITION OF PROFIT AND LOSS.  "Profit" and "Loss" and any items
of income, gain, expense, or loss referred to in this Agreement shall be
determined in accordance with federal income tax accounting principles, as
modified by Regulations Section 1.704-l(b)(2)(iv), except that Profit and Loss
shall not include items of income, gain and expense that are specially allocated
pursuant to Section 5.01(b), 5.01(c), or 5.01(d). All allocations of income,
Profit, gain, Loss, and expense (and all items contained therein) for federal
income tax purposes shall be identical to all allocations of such items set
forth in this Section 5.01, except as otherwise required by Section 704(c) of
the Code and Regulations Section 1.704-l(b)(4). The General Partner shall have
the authority to elect the method to be used by the Partnership for allocating
items of income, gain, and expense as required by Section 704(c) of the Code and
such election shall be binding on all Partners.

    5.02 DISTRIBUTION OF CASH.

         (a)  The General Partner shall distribute cash on a quarterly (or, at
the election of the General Partner, more frequent) basis, in an amount
determined by the General Partner in its sole discretion, to the Partners who
are Partners on the Partnership Record Date with respect to such quarter (or
other distribution period) in accordance with their respective Percentage
Interests on the Partnership Record Date; PROVIDED, HOWEVER, that if a new or
existing Partner acquires an additional Partnership Interest in exchange for a
Capital Contribution on any date other than a Partnership Record Date, the cash
distribution attributable to such additional Partnership Interest relating to
the Partnership Record Date next following the issuance of such additional
Partnership Interest shall be reduced in the proportion to (i) the number of
days that such additional Partnership Interest is held by such Partner bears to
(ii) the number of days between such Partnership Record Date and the immediately
preceding Partnership Record Date.

         (b)  Notwithstanding any other provision of this Agreement, the
General Partner is authorized to take any action that it determines to be
necessary or appropriate to cause the Partnership to comply with any withholding
requirements established under the Code or any other federal, state or local law
including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of
the Code.  To the extent that the Partnership is required to withhold and pay
over to any taxing authority any amount resulting from the allocation or
distribution of income to a Partner or assignee (including by reason of Section
1446 of the Code), either (i) if the actual amount to be distributed to the
Partner or assignee equals or exceeds the amount required to be withheld by the
Partnership, the amount withheld shall be treated as a distribution of cash in
the amount of such withholding to such Partner or assignee, or (ii) if the
actual amount to be distributed to the Partner or assignee is less than the
amount required to be withheld by the Partnership, the amount required to be
withheld shall be treated as a loan (a "Partnership Loan") from the Partnership
to the Partner on the day the Partnership pays over such amount to the
applicable taxing authority.  A Partnership Loan shall be repaid through
withholding by the Partnership with respect to


                                          18


<PAGE>

subsequent distributions to the applicable Partner or assignee.  In the event
that a Limited Partner or assignee (either, a "Defaulting Limited Partner")
fails to pay any amount owed to the Partnership with respect to a Partnership
Loan within 15 days after demand for payment thereof is made by the Partnership
on the Defaulting Limited Partner, the General Partner, in its sole discretion,
may elect to make the payment to the Partnership on behalf of such Defaulting
Limited Partner.  In such event, on the date of payment, the General Partner
shall be deemed to have extended a loan (a "General Partner Loan") to the
Defaulting Limited Partner in the amount of the payment made by the General
Partner and shall succeed to all rights and remedies of the Partnership against
the Defaulting Limited Partner as to that amount.  Without limitation, the
General Partner shall have the right to receive any distributions that otherwise
would be made by the Partnership to the Defaulting Limited Partner until such
time as the General Partner Loan has been paid in full, and any such
distributions so received by the General Partner shall be treated as having been
received by the Defaulting Limited Partner and immediately paid to the General
Partner.

              Any amounts treated as a Partnership Loan or a General Partner
Loan pursuant to this Section 5.02(b) shall bear interest at the lesser of (i)
the base rate on corporate loans at large United States money center commercial
banks, as published from time to time in THE WALL STREET JOURNAL, or (ii) the
maximum lawful rate of interest on such obligation, such interest to accrue from
the date the Partnership or the General Partner, as applicable, is deemed to
extend the loan until such loan is repaid in full.

         (c)  In no event may a Partner receive a distribution of cash with
respect to a Partnership Unit if such Partner is entitled to receive a dividend
with respect to a REIT Share for which all or part of such Partnership Unit has
been or will be exchanged.

    5.03 REIT DISTRIBUTION REQUIREMENTS.  The General Partner shall use its
reasonable efforts to cause the Partnership to distribute amounts sufficient to
enable the Company (i) to meet its distribution requirement for qualification as
a REIT as set forth in Section 857(a)(1) of the Code and (ii) to avoid any
federal income or excise tax liability imposed by the Code.

    5.04 NO RIGHT TO DISTRIBUTIONS IN KIND.  No Partner shall be entitled to
demand property other than cash in connection with any distributions by the
Partnership.

    5.05 LIMITATIONS ON RETURN OF CAPITAL CONTRIBUTIONS.  Notwithstanding any
of the provisions of this Article V, no Partner shall have the right to receive
and the General Partner shall not have the right to make, a distribution which
includes a return of all or part of a Partner's Capital Contributions, unless
after giving effect to the return of a Capital Contribution, the sum of all
liabilities of the Partnership, other than the liabilities to a Partner for the
return of his Capital Contribution, does not exceed the fair market value of the
Partnership's assets.


                                          19


<PAGE>

    5.06 DISTRIBUTIONS UPON LIQUIDATION.

         (a)  Upon liquidation of the Partnership, after payment of, or
adequate provision for, debts and obligations of the Partnership, including any
Partner loans, any remaining assets of the Partnership shall be distributed to
all Partners with positive Capital Accounts in accordance with their respective
positive Capital Account balances. For purposes of the preceding sentence, the
Capital Account of each Partner shall be determined after all adjustments made
in accordance with Sections 5.01 and 5.02 resulting from Partnership operations
and from all sales and dispositions of all or any part of the Partnership's
assets. Any distributions pursuant to this Section 5.06 should be made by the
end of the Partnership's taxable year in which the liquidation occurs (or, if
later, within 90 days after the date of the liquidation).  To the extent deemed
advisable by the General Partner, appropriate arrangements (including the use of
a liquidating trust) may be made to assure that adequate funds are available to
pay any contingent debts or obligations.

         (b)  If the General Partner has a negative balance in its Capital
Account following a liquidation of the Partnership, as determined after taking
into account all Capital Account adjustments in accordance with Sections 5.01
and 5.02 resulting from Partnership operations and from all sales and
dispositions of all or any part of the Partnership's assets, the General Partner
shall contribute to the Partnership an amount of cash equal to the negative
balance in its Capital Account and such cash shall be paid or distributed by the
Partnership to creditors, if any, and then to the Limited Partners in accordance
with Section 5.06(a). Such contribution by the General Partner shall be made by
the end of the Partnership's taxable year in which the liquidation occurs (or,
if later, within 90 days after the date of the liquidation).

    5.07 SUBSTANTIAL ECONOMIC EFFECT.  It is the intent of the Partners that
the allocations of Profit and Loss under the Agreement have substantial economic
effect (or be consistent with the Partners' interests in the Partnership in the
case of the allocation of losses attributable to nonrecourse debt) within the
meaning of Section 704(b) of the Code as interpreted by the Regulations
promulgated pursuant thereto. Article V and other relevant provisions of this
Agreement shall be interpreted in a manner consistent with such intent.

                                      ARTICLE VI
                               RIGHTS, OBLIGATIONS AND
                            POWERS OF THE GENERAL PARTNER

    6.01 MANAGEMENT OF THE PARTNERSHIP.

         (a)  Except as otherwise expressly provided in this Agreement, the
General Partner shall have full, complete and exclusive discretion to manage and
control the business of the Partnership for the purposes herein stated, and
shall make all decisions affecting the business and assets of the Partnership.
Subject to the restrictions specifically contained in this Agreement, the powers
of the General Partner shall include, without limitation, the authority to take
the following actions on behalf of the Partnership:


                                          20


<PAGE>

              (i)  to acquire, purchase, own, lease and dispose of any real
         property and any other property or assets that the General Partner
         determines are necessary or appropriate or in the best interests of
         the business of the Partnership;

              (ii) subject to the terms of any applicable lease, to construct
         buildings and make other improvements on the properties owned or
         leased by the Partnership;

              (iii) to borrow money for the Partnership, issue evidences of
         indebtedness in connection therewith, refinance, guarantee, increase
         the amount of, modify, amend or change the terms of, or extend the
         time for the payment of, any indebtedness or obligation to the
         Partnership, and secure such indebtedness by mortgage, deed of trust,
         pledge or other lien on the Partnership's assets;

              (iv) to pay, either directly or by reimbursement, for all
         operating costs and general administrative expenses of the Company,
         the General Partner, GTA LP or the Partnership, to third parties or to
         the General Partner as set forth in this Agreement;

              (v)  to lease all or any portion of any of the Partnership's
         assets, whether or not the terms of such leases extend beyond the
         termination date of the Partnership and whether or not any portion of
         the Partnership's assets so leased are to be occupied by the lessee,
         or, in turn, subleased in whole or in part to others, for such
         consideration and on such terms as the General Partner may determine;

              (vi) to prosecute, defend, arbitrate, or compromise any and all
         claims or Liabilities in favor of or against the Partnership, on such
         terms and in such manner as the General Partner may reasonably
         determine, and similarly to prosecute, settle or defend litigation
         with respect to the Partners, the Partnership, or the Partnership's
         assets; PROVIDED, HOWEVER, that the General Partner may not, without
         the consent of all of the Partners, confess a judgment against the
         Partnership;

              (vii) to file applications, communicate, and otherwise deal
         with any and all governmental agencies having jurisdiction over, or in
         any way affecting, the Partnership's assets or any other aspect of the
         Partnership business;

              (viii) to make or revoke any election permitted or required of
         the Partnership by any taxing authority;


                                          21


<PAGE>

              (ix) to maintain such insurance coverage for public liability,
         fire and casualty, and any and all other insurance for the protection
         of the Partnership, for the conservation of Partnership assets, or for
         any other purpose convenient or beneficial to the Partnership, in such
         amounts and such types, as it shall determine from time to time;

              (x)  to determine whether or not to apply any insurance proceeds
         for any property to the restoration of such property or to distribute
         the same;

              (xi) to retain legal counsel, accountants, consultants, real
         estate brokers, and such other persons, as the General Partner may
         deem necessary or appropriate in connection with the Partnership
         business and to pay therefor such reasonable remuneration as the
         General Partner may deem reasonable and proper;

              (xii) to retain other services of any kind or nature in
         connection with the Partnership business, and to pay therefor such
         remuneration as the General Partner may deem reasonable and proper;

              (xiii) to negotiate and conclude agreements on behalf of the
         Partnership with respect to any of the rights, powers and authority
         conferred upon the General Partner;

              (xiv) to maintain accurate accounting records and to file
         promptly all federal, state and local income tax returns on behalf of
         the Partnership;

              (xv) to distribute Partnership cash or other Partnership assets
         in accordance with this Agreement;

              (xvi) to form or acquire an interest in, and contribute
         property to, any further limited or general partnerships, joint
         ventures or other relationships that it deems desirable (including,
         without limitation, the acquisition of interests in, and the
         contributions of property to, its Subsidiaries and any other Person in
         which it has an equity interest from time to time);

              (xvii) to establish Partnership reserves for working capital,
         capital expenditures, contingent liabilities, or any other valid
         Partnership purpose; and

              (xviii) to take such other action, execute, acknowledge, swear
         to or deliver such other documents and instruments, and perform any
         and all other acts the General Partner deems necessary or appropriate
         for the formation, continuation and conduct of the business and
         affairs of the Partnership (including, without limitation, all actions
         consistent with allowing the Company at all times to qualify as a REIT
         unless the Company voluntarily


                                          22


<PAGE>

         terminates its REIT status) and to possess and enjoy all of the rights
         and powers of a general partner as provided by the Act.

         (c)  Except as otherwise provided herein, to the extent the duties of
the General Partner require expenditures of funds to be paid to third parties,
the General Partner shall not have any obligations hereunder except to the
extent that Partnership funds are reasonably available to it for the performance
of such duties, and nothing herein contained shall be deemed to authorize or
require the General Partner, in its capacity as such, to expend its individual
funds for payment to third parties or to undertake any individual liability or
obligation on behalf of the Partnership.

    6.02 DELEGATION OF AUTHORITY.  The General Partner may delegate any or all
of its powers, rights and obligations hereunder, and may appoint, employ,
contract or otherwise deal with any Person for the transaction of the business
of the Partnership, which Person may, under supervision of the General Partner,
perform any acts or services for the Partnership as the General Partner may
approve.

    6.03 INDEMNIFICATION AND EXCULPATION OF INDEMNITEES.

         (a)  The Partnership shall indemnify an Indemnitee from and against
any and all losses, claims, damages, liabilities (joint or several), expenses
(including reasonable legal fees and expenses), judgments, fines, settlements,
and other amounts arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative, that relate to
the operations of the Partnership as set forth in this Agreement in which any
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, unless it is established that: (i) the act or omission of the
Indemnitee was material to the matter giving rise to the proceeding and either
was committed in bad faith or was the result of active and deliberate
dishonesty; (ii) the Indemnitee actually received an improper personal benefit
in money, property or services; or (iii) in the case of any criminal proceeding,
the Indemnitee had reasonable cause to believe that the act or omission was
unlawful. The termination of any proceeding by judgment, order or settlement
does not create a presumption that the Indemnitee did not meet the requisite
standard of conduct set forth in this Section 6.03(a). The termination of any
proceeding by conviction or upon a plea of nolo contendere or its equivalent, or
an entry of an order of probation prior to judgment, creates a rebuttable
presumption that the Indemnitee acted in a manner contrary to that specified in
this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be
made only out of the assets of the Partnership.

         (b)  The Partnership may reimburse an Indemnitee for reasonable
expenses incurred by an Indemnitee who is a party to a proceeding in advance of
the final disposition of the proceeding upon receipt by the Partnership of (i) a
written affirmation by the Indemnitee of the Indemnitee's good faith belief that
the standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 6.03 has been met, and (ii) a written undertaking by
or on behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.


                                          23


<PAGE>

         (c)  The indemnification provided by this Section 6.03 shall be in
addition to any other rights to which an Indemnitee or any other Person may be
entitled under any agreement, pursuant to any vote of the Partners, as a matter
of law or otherwise, and shall continue as to an Indemnitee who has ceased to
serve in such capacity.

         (d)  The Partnership may purchase and maintain insurance, on behalf of
the Indemnitees and such other Persons as the General Partner shall determine,
against any liability that may be asserted against or expenses that may be
incurred by such Person in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to indemnify such
Person against such liability under the provisions of this Agreement.

         (e)  For purposes of this Section 6.03, the Partnership shall be
deemed to have requested an Indemnitee to serve as fiduciary of an employee
benefit plan whenever the performance by it of its duties to the Partnership
also imposes duties on, or otherwise involves services by, it to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute fines within the meaning of this Section 6.03; and actions
taken or omitted by the Indemnitee with respect to an employee benefit plan in
the performance of its duties for a purpose reasonably believed by it to be in
the interest of the participants and beneficiaries of the plan shall be deemed
to be for a purpose which is not opposed to the best interests of the
Partnership.

         (f)  In no event may an Indemnitee subject the Limited Partners to
personal liability by reason of the indemnification provisions set forth in this
Agreement.

         (g)  An Indemnitee shall not be denied indemnification in whole or in
part under this Section 6.03 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

         (h)  The provisions of this Section 6.03 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

    6.04 LIABILITY OF THE GENERAL PARTNER.

         (a)  Notwithstanding anything to the contrary set forth in this
Agreement, the General Partner shall not be liable for monetary damages to the
Partnership or any Partners for losses sustained or liabilities incurred as a
result of errors in judgment or of any act or omission if the General Partner
acted in good faith.  Additionally, the General Partner shall not be in breach
of any duty that the General Partner may owe to the Limited Partners or the
Partnership or any other Persons under this Agreement or of any duty stated or
implied by law or equity, provided the General Partner, acting in good faith,
abides by the terms of this Agreement.


                                          24


<PAGE>

         (b)  The Limited Partners expressly acknowledge that the General
Partner is acting on behalf of the Partnership, the Company and the Company's
shareholders collectively, that the General Partner is under no obligation to
consider the separate interests of the Limited Partners (including, without
limitation, the tax consequences to the Limited Partners) in deciding whether to
cause the Partnership to take (or decline to take) any actions.  In the event of
a conflict between the interests of the shareholders of the Company on one hand
and the Limited Partners on the other, the General Partner shall endeavor in
good faith to resolve the conflict in a manner not adverse to either the
shareholders of the Company or the Limited Partners; provided the General
Partner shall not be liable for monetary damages for losses sustained,
liabilities incurred, or benefits not derived by Limited Partners in connection
with such decisions, provided that the General Partner has acted in good faith.

         (c)  Subject to its obligations and duties as General Partner set
forth in Section 6.01 hereof, the General Partner may exercise any of the powers
granted to it under this Agreement and perform any of the duties imposed upon it
hereunder either directly or by or through its agents. The General Partner shall
not be responsible for any misconduct or negligence on the part of any such
agent appointed by it in good faith.

         (d)  Notwithstanding any other provisions of this Agreement or the
Act, any action of the General Partner on behalf of the Partnership or any
decision of the General Partner to refrain from acting on behalf of the
Partnership, undertaken in the good faith belief that such action or omission is
necessary or advisable in order (i) to protect the ability of the Company to
continue to qualify as a REIT or (ii) to prevent the Company from incurring any
taxes under Section 857, Section 4981, or any other provision of the Code, is
expressly authorized under this Agreement and is deemed approved by all of the
Limited Partners.

         (e)  Any amendment, modification or repeal of this Section 6.04 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the General Partner's liability to the Partnership and the
Limited Partners under this Section 6.04 as in effect immediately prior to such
amendment, modification or repeal with respect to matters occurring, in whole or
in part, prior to such amendment, modification or repeal, regardless of when
claims relating to such matters may arise or be asserted.

    6.05 EXPENDITURES BY THE PARTNERSHIP.  The General Partner is hereby
authorized to pay compensation for accounting, administrative, legal, technical,
management and other services rendered to the Partnership. All of the aforesaid
expenditures (including Administrative Expenses) shall be obligations of the
Partnership, and the General Partner shall be entitled to reimbursement by the
Partnership for any expenditure (including Administrative Expenses) incurred by
it on behalf of the Partnership which shall be made other than out of the funds
of the Partnership. The Partnership shall also assume, and pay when due, all
Administrative Expenses.


                                          25


<PAGE>

    6.06 OUTSIDE ACTIVITIES.  Subject to Section 6.08 hereof, the Charter and
any agreements entered into by the General Partner or its Affiliates with the
Partnership or a Subsidiary, any officer, director, employee, agent, trustee,
Affiliate or shareholder of the General Partner shall be entitled to and may
have business interests and engage in business activities in addition to those
relating to the Partnership, including business interests and activities
substantially similar or identical to those of the Partnership. Neither the
Partnership nor any of the Limited Partners shall have any rights by virtue of
this Agreement in any such business ventures, interests or activities. None of
the Limited Partners nor any other Person shall have any rights by virtue of
this Agreement or the partnership relationship established hereby in any such
business ventures, interests or activities, and the General Partner shall have
no obligation pursuant to this Agreement to offer any interest in any such
business ventures, interests and activities to the Partnership or any Limited
Partner, even if such opportunity is of a character which, if presented to the
Partnership or any Limited Partner, could be taken by such Person.

    6.07 EMPLOYMENT OR RETENTION OF AFFILIATES.

         (a)  Any Affiliate of the General Partner may be employed or retained
by the Partnership and may otherwise deal with the Partnership (whether as a
buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent,
lender or otherwise) and may receive from the Partnership any compensation,
price, or other payment therefor which the General Partner determines to be fair
and reasonable.

         (b)  The Partnership may lend or contribute to its Subsidiaries or
other Persons in which it has an equity investment, and such Persons may borrow
funds from the Partnership, on terms and conditions established in the sole and
absolute discretion of the General Partner.  The foregoing authority shall not
create any right or benefit in favor of any Subsidiary or any other Person.

         (c)  The Partnership may transfer assets to joint ventures, other
partnerships, corporations or other business entities in which it is or thereby
becomes a participant upon such terms and subject to such conditions as the
General Partner deems are consistent with this Agreement and applicable law.

         (d)  Except as expressly permitted by this Agreement, neither the
General Partner nor any of its Affiliates shall sell, transfer or convey any
property to, or purchase any property from, the Partnership, directly or
indirectly, except pursuant to transactions that are on terms that are fair and
reasonable to the Partnership.

    6.08 GENERAL PARTNER PARTICIPATION.  The General Partner agrees that all
business activities of the General Partner, including activities pertaining to
the acquisition, development and/or ownership of property, shall be conducted
through the Partnership or one or more subsidiary partnerships; provided,
however, that the Company is allowed to make a direct acquisition, but if and
only if, such acquisition is made in connection with the issuance of New
Securities, which direct acquisition and issuance have been approved and
determined


                                          26


<PAGE>

to be in the best interests of the Company and the Partnership by a majority of
the Independent Directors. The General Partner also agrees that all loans from
the General Partner to the Partnership shall constitute Funding Loans, subject
to the exception set forth in Section 4.03 hereof.

    6.09 TITLE TO PARTNERSHIP ASSETS.  Title to Partnership assets, whether
real, personal or mixed and whether tangible or intangible, shall be deemed to
be owned by the Partnership as an entity, and no Partner, individually or
collectively, shall have any ownership interest in such Partnership assets or
any portion thereof.  Title to any or all of the Partnership assets may be held
in the name of the Partnership, the General Partner or one or more nominees, as
the General Partner may determine, including Affiliates of the General Partner.
The General Partner hereby declares and warrants that any Partnership assets for
which legal title is held in the name of the General Partner or any nominee or
Affiliate of the General Partner shall be held by the General Partner for the
use and benefit of the Partnership in accordance with the provisions of this
Agreement; PROVIDED, HOWEVER, that the General Partner shall use its best
efforts to cause beneficial and record title to such assets to be vested in the
Partnership as soon as reasonably practicable.  All Partnership assets shall be
recorded as the property of the Partnership in its books and records,
irrespective of the name in which legal title to such Partnership assets is
held.

    6.10 MISCELLANEOUS.  In the event the Company redeems any REIT Shares, then
the General Partner shall cause the Partnership to purchase from the General
Partner and GTA LP a number of Partnership Units as determined based on the
application of the Conversion Factor on the same terms that the Company redeemed
such REIT Shares. Moreover, if the Company makes a cash tender offer or other
offer to acquire REIT Shares, then the General Partner shall cause the
Partnership to make a corresponding offer to the General Partner and GTA LP to
acquire an equal number of Partnership Units held by the General Partner and GTA
LP. In the event any REIT Shares are redeemed by the Company pursuant to such
offer, the Partnership shall redeem an equivalent number of the General
Partner's and GTA's Partnership Units for an equivalent purchase price based on
the application of the Conversion Factor.

    6.11 MAINTENANCE OF INDEBTEDNESS.  For a period of ten years following the
date hereof, the Partnership shall maintain indebtedness (the "Required
Indebtedness") in an amount equal to the lesser of approximately:  (A)
$4,300,000 or (B) the aggregate negative capital account balances of the
contributor of Northgate Country Club (the "Northgate Partner") at the time of
the contribution of such Golf Course (the "Initial Negative Capital Account");
and the Northgate Partner shall be permitted to guaranty such indebtedness.  The
Required Indebtedness shall be reduced to the extent that the Northgate Partner
(or its partners, if the Northgate Partner distributes its Partnership Units to
its partners) redeem in whole or in part, their Partnership Units in exchange
for REIT Shares, redeem their Partnership Units in full for cash or otherwise
dispose of their Partnership Units or dies (the Partnership Units that are so
redeemed, disposed of, or held by transferees of deceased holders are referred
to as "Stepped-Up Basis Units").  In such a case, the Required Indebtedness
shall be reduced by an amount equal to the original Required Indebtedness prior


                                          27


<PAGE>

to any reduction multiplied by a fraction equal to (i) the Initial Negative
Capital Account, minus the aggregate negative capital account balances
associated with the Stepped-Up Basis Units redeemed or transferred immediately
prior to the reduction of the Required Indebtedness, divided by (ii) the Initial
Negative Capital Account.  If the Partnership fails to maintain such level of
debt, then the Partnership shall pay to the Northgate Partner (or its partners,
if the Northgate Partner distributes its Partnership Units to its partners) the
amount of federal and state income taxes (together with interest and penalties)
of that Partner, which are associated with the reduction in debt.  To the extent
at the end of the ten (10) year period the Partnership has debt not otherwise
guaranteed, the Partnership, to the extent permitted by the lender, will permit
the Northgate Partner (or its partners, if the Northgate Partner distributes its
Partnership Units to its partners) to guarantee such debt (or to enter into
reimbursement agreements with the Partnership or any Affiliate of the
Partnership to whom such debt is recourse, if any); provided, however, that
nothing contained herein shall prevent the Partnership or any such affiliate
from incurring, retiring, repaying, or prepaying such debt at any time after
such ten year period.

                                     ARTICLE VII
                              CHANGES IN GENERAL PARTNER

    7.01 TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST.

         (a)  The General Partner may not transfer any of its General
Partnership Interest or withdraw as General Partner except as provided in
Section 7.01(c) or in connection with a transaction described in Section
7.01(d).

         (b)  The General Partner agrees that it and GTA LP will at all times
own in the aggregate at least a 20% Percentage Interest.

         (c)  Except as otherwise provided in Section 6.07(c) or Section
7.01(d) hereof, the Company shall not engage in any merger, consolidation or
other combination with or into another Person or sale of all or substantially
all of its assets, or any reclassification, or any recapitalization or change of
outstanding REIT Shares (other than a change in par value, or from par value to
no par value, or as a result of a subdivision or combination of REIT Shares) (a
"Transaction"), unless (i) the Transaction also includes a merger of the
Partnership or sale of substantially all of the assets of the Partnership as a
result of which all Limited Partners will receive for each Partnership Unit an
amount of cash, securities, or other property equal to the product of the
Conversion Factor and the greatest amount of cash, securities or other property
paid in the Transaction to a holder of one REIT Share in consideration of one
REIT Share, PROVIDED THAT if, in connection with the Transaction, a purchase,
tender or exchange offer ("Offer") shall have been made to and accepted by the
holders of more than 50% of the outstanding REIT Shares, each holder of
Partnership Units shall be given the option to exchange its Partnership Units
for the greatest amount of cash, securities, or other property which a Limited
Partner would have received had it (A) exercised its Redemption Right and (B)
sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon
exercise of the Redemption Right immediately prior


                                          28


<PAGE>

to the expiration of the Offer; and (ii) no more than 75% of the equity
securities of the acquiring Person in such Transaction shall be owned, after
consummation of such Transaction, by the General Partner or Persons who were
Affiliates of the Partnership or the General Partner immediately prior to the
date on which the Transaction is consummated.

         (d)  Notwithstanding Section 7.01(c), the Company may merge into or
consolidate with another entity if immediately after such merger or
consolidation (i) substantially all of the assets of the successor or surviving
entity (the "Surviving Entity"), other than Partnership Units held by the
General Partner, are contributed to the Partnership as a Capital Contribution in
exchange for Partnership Units with a fair market value equal to the value of
the assets so contributed as determined by the Surviving Entity in good faith
and (ii) the Surviving Entity expressly agrees to assume, or acknowledge and
ratify, all obligations of the General Partner hereunder. Upon such contribution
and assumption, the Surviving Entity shall have the right and duty to amend this
Agreement as set forth in this Section 7.01(d). The Surviving Entity shall in
good faith arrive at a new method for the calculation of the Cash Amount and
Conversion Factor for a Partnership Unit after any such merger or consolidation
so as to approximate the existing method for such calculation as closely as
reasonably possible. Such calculation shall take into account, among other
things, the kind and amount of securities, cash and other property that was
receivable upon such merger or consolidation by a holder of REIT Shares and/or
options, warrants or other rights relating thereto, and to which a holder of
Partnership Units could have acquired had such Partnership Units been redeemed
immediately prior to such merger or consolidation. Such amendment to this
Agreement shall provide for adjustment to such method of calculation which shall
be as nearly equivalent as may be practicable to the adjustments provided for
with respect to the Conversion Factor. The above provisions of this Section
7.01(d) shall similarly apply to successive mergers or consolidations permitted
hereunder.

    7.02 ADMISSION OF A SUBSTITUTE OR SUCCESSOR GENERAL PARTNER. A Person shall
be admitted as a substitute or successor General Partner of the Partnership only
if the following terms and conditions are satisfied:

         (a)  a majority in interest of the Limited Partners (other than GTA
LP) shall have consented in writing to the admission of the substitute or
successor General Partner;

         (b)  the Person to be admitted as a substitute or additional General
Partner shall have accepted and agreed to be bound by all the terms and
provisions of this Agreement by executing a counterpart thereof and such other
documents or instruments as may be required or appropriate in order to effect
the admission of such Person as a General Partner, and a certificate evidencing
the admission of such Person as a General Partner shall have been filed for
recordation and all other actions required by Section 2.05 hereof in connection
with such admission shall have been performed;

         (c)  if the Person to be admitted as a substitute or additional
General Partner is a corporation or a partnership it shall have provided the
Partnership with evidence


                                          29


<PAGE>

satisfactory to counsel for the Partnership of such Person's authority to become
a General Partner and to be bound by the terms and provisions of this Agreement;
and

         (d)  counsel for the Partnership shall have rendered an opinion
(relying on such opinions from other counsel and the state or any other
jurisdiction as may be necessary) that the admission of the person to be
admitted as a substitute or additional General Partner is in conformity with the
Act, that none of the actions taken in connection with the admission of such
Person as a substitute or additional General Partner will cause (i) the
Partnership to be classified other than as a partnership for federal income tax
purposes, or (ii) the loss of any Limited Partner's limited liability.

    7.03 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL
PARTNER.

         (a)  Upon the occurrence of an Event of Bankruptcy as to a General
Partner (and its removal pursuant to Section 7.04(a) hereof) or the withdrawal,
death or dissolution of a General Partner (except that, if a General Partner is
on the date of such occurrence a partnership, the withdrawal, death,
dissolution, Event of Bankruptcy as to, or removal of a partner in, such
partnership shall be deemed not to be a dissolution of such General Partner if
the business of such General Partner is continued by the remaining partner or
partners), the Partnership shall be dissolved and terminated unless the
Partnership is continued pursuant to Section 7.03(b) hereof.

         (b)  Following the occurrence of an Event of Bankruptcy as to a
General Partner (and its removal pursuant to Section 7.04(a) hereof) or the
death, withdrawal, removal or dissolution of a General Partner (except that, if
a General Partner is on the date of such occurrence a partnership, the
withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a
partner in, such partnership shall be deemed not to be a dissolution of such
General Partner if the business of such General Partner is continued by the
remaining partner or partners), the Limited Partners, within 90 days after such
occurrence, may elect to reconstitute the Partnership and continue the business
of the Partnership for the balance of the term specified in Section 2.04 hereof
by selecting, subject to Section 7.02 hereof and any other provisions of this
Agreement, a substitute General Partner by unanimous consent of the Limited
Partners. If the Limited Partners elect to reconstitute the Partnership and
admit a substitute General Partner, the relationship with the Partners and of
any Person who has acquired an interest of a Partner in the Partnership shall be
governed by this Agreement.

    7.04 REMOVAL OF A GENERAL PARTNER.

         (a)  Upon the occurrence of an Event of Bankruptcy as to, or the
dissolution of, a General Partner, such General Partner shall be deemed to be
removed automatically; PROVIDED, HOWEVER, that if a General Partner is on the
date of such occurrence a partnership, the withdrawal, death, dissolution, Event
of Bankruptcy as to or removal of a partner in such partnership shall be deemed
not to be a dissolution of the General Partner if the business of such General
Partner is continued by the remaining partner or partners.


                                          30


<PAGE>

         (b)  If a General Partner has been removed pursuant to this Section
7.04 and the Partnership is continued pursuant to Section 7.03 hereof, such
General Partner shall promptly transfer and assign its General Partnership
Interest in the Partnership to the substitute General Partner approved by a
majority in interest of the Limited Partners (excluding GTA LP) in accordance
with Section 7.03(b) hereof and otherwise admitted to the Partnership in
accordance with Section 7.02 hereof.  At the time of assignment, the removed
General Partner shall be entitled to receive from the substitute General Partner
the fair market value of the General Partnership Interest of such removed
General Partner as reduced by any damages caused to the Partnership Interest of
such removed General Partner.  Such fair market value shall be determined by an
appraiser mutually agreed upon by the General Partner and a majority in interest
of the Limited Partners (excluding GTA LP) within 10 days following the removal
of the General Partner.  In the event that the parties are unable to agree upon
an appraiser, the removed General Partner and a majority in interest of the
Limited Partners (excluding GTA LP) each shall select an appraiser.  Each such
appraiser shall complete an appraisal of the fair market value of the removed
General Partner's General Partnership Interest within 30 days of the General
Partner's removal, and the fair market value of the removed General Partner's
General Partnership Interest shall be the average of the two appraisals;
PROVIDED, HOWEVER, that if the higher appraisal exceeds the lower appraisal by
more than 20% of the amount of the lower appraisal, the two appraisers, no later
than 40 days after the removal of the General Partner, shall select a third
appraiser who shall complete an appraisal of the fair market value of the
removed General Partner's General Partnership Interest no later than 60 days
after the removal of the General Partner.  In such case, the fair market value
of the removed General Partner's General Partnership Interest shall be the
average of the two appraisals closest in value.

         (c)  The General Partnership Interest of a removed General Partner,
during the time after default until transfer under Section 7.04(b), shall be
converted to that of a special Limited Partner; PROVIDED, HOWEVER, such removed
General Partner shall not have any rights to participate in the management and
affairs of the Partnership, and shall not be entitled to any portion of the
income, expense, profit, gain or loss allocations or cash distributions
allocable or payable, as the case may be, to the Limited Partners.  Instead,
such removed General Partner shall receive and be entitled only to retain
distributions or allocations of such items that it would have been entitled to
receive in its capacity as General Partner, until the transfer is effective
pursuant to Section 7.04(b).

         (d)  All Partners shall have given and hereby do give such consents,
shall take such actions and shall execute such documents as shall be legally
necessary and sufficient to effect all the foregoing provisions of this Section.


                                          31


<PAGE>

                                     ARTICLE VIII
                    RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

    8.01 MANAGEMENT OF THE PARTNERSHIP.  The Limited Partners shall not
participate in the management or control of Partnership business nor shall they
transact any business for the Partnership, nor shall they have the power to sign
for or bind the Partnership, such powers being vested solely and exclusively in
the General Partner.

    8.02 POWER OF ATTORNEY.  Each Limited Partner hereby irrevocably appoints
the General Partner his true and lawful attorney-in-fact, who may act for each
Limited Partner and in his name, place and stead, and for his use and benefit,
to sign, acknowledge, swear to, deliver, file and record, at the appropriate
public offices, any and all documents, certificates, and instruments as may be
deemed necessary or desirable by the General Partner to carry out fully the
provisions of this Agreement and the Act in accordance with their terms, which
power of attorney is coupled with an interest and shall survive the death,
dissolution or legal incapacity of the Limited Partner, or the transfer by the
Limited Partner of any part or all of his Partnership Interest.

    8.03 LIMITATION ON LIABILITY OF LIMITED PARTNERS.  No Limited Partner shall
be liable for any debts, liabilities, contracts or obligations of the
Partnership. A Limited Partner shall be liable to the Partnership only to make
payments of his Capital Contribution, if any, as and when due hereunder. After
his Capital Contribution is fully paid, no Limited Partner shall, except as
otherwise required by the Act, be required to make any further Capital
Contributions or other payments or lend any funds to the Partnership.

    8.04 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR
AFFILIATE.   No Limited Partner shall at any time, either directly or
indirectly, own any stock or other interest in the General Partner or in any
Affiliate thereof, if such ownership by itself or in conjunction with other
stock or other interests owned by other Limited Partners would, in the opinion
of counsel for the Partnership, jeopardize the classification of the Partnership
as a partnership for federal income tax purposes. The General Partner shall be
entitled to make such reasonable inquiry of the Limited Partners as is required
to establish compliance by the Limited Partners with the provisions of this
Section.

    8.05 REDEMPTION RIGHT.

         (a)  Subject to Sections 8.05(b)-(h), on or after the date which is
one (1) year after the Effective Date, each Limited Partner (other than GTA LP)
shall have the right (the "Redemption Right") to require the Partnership to
redeem on a Specified Redemption Date all or a portion of the Partnership Units
held by such Limited Partner at a redemption price equal to and in the form of
the Redemption Amount; provided that if any REIT Shares are to be issued they
shall have been registered pursuant to a registration statement declared
effective under the Securities Act of 1933, as amended (the "Securities Act") .
The Redemption Right shall be exercised pursuant to a Notice of Redemption
delivered to the Partnership (with a copy to the General Partner) by the Limited
Partner who is exercising the


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<PAGE>

Redemption Right (the "Redeeming Partner"); provided, however, that the
Partnership shall not be obligated to satisfy such Redemption Right if the
Company and/or the General Partner elects to purchase the Partnership Units
subject to the Notice of Redemption pursuant to Section 8.05(b); and provided,
further, that no Limited Partner may deliver to the General Partner more than
four (4) Notices of Redemption during each calendar year.  In addition to the
restrictions on redemption set forth in Section 8.05(h), a Limited Partner may
not exercise the Redemption Right for less than one thousand (1,000) Partnership
Units or, if such Limited Partner holds less than one thousand (1,000)
Partnership Units, all of the Partnership Units held by such Partner.
Notwithstanding the foregoing provisions of this Section 8.05(a), the Company
and the General Partner agree to use their best efforts to cause the closing of
the acquisition of redeemed Partnership Units hereunder to occur as quickly as
reasonably possible.  The Redeeming Partner shall have no right, with respect to
any Partnership Units so redeemed, to receive any distribution paid with respect
to Partnership Units if the record date for such distribution is on or after the
Specified Redemption Date.

         (b)  Notwithstanding the provisions of Section 8.05(a), a Limited
Partner that exercises the Redemption Right shall be deemed to have offered to
sell the Partnership Units described in the Notice of Redemption to the General
Partner and the Company, and either of the General Partner or the Company (or
both) may, in its sole and absolute discretion, elect to purchase directly and
acquire such Partnership Units by paying to the Redeeming Partner either the
Cash Amount, or, provided that the REIT Shares have been registered pursuant to
a registration statement declared effective under the Securities Act the REIT
Shares Amount, as elected by the General Partner or the Company (in its sole and
absolute discretion), on the Specified Redemption Date, whereupon the General
Partner or the Company shall acquire the Partnership Units offered for
redemption by the Redeeming Partner and shall be treated for all purposes of
this Agreement as the owner of such Partnership Units.  If the General Partner
and/or the Company shall elect to exercise its right to purchase Partnership
Units under this Section 8.05(b) with respect to a Notice of Redemption, they
shall so notify the Redeeming Partner within five Business Days after the
receipt by the General Partner of such Notice of Redemption.  Unless the General
Partner and/or the Company (in its sole and absolute discretion) shall exercise
its right to purchase Partnership Units from the Redeeming Partner pursuant to
this Section 8.05(b), neither the General Partner nor the Company shall have any
obligation to the Redeeming Partner or the Partnership with respect to the
Redeeming Partner's exercise of the Redemption Right.  In the event the General
Partner or the Company shall exercise its right to purchase Partnership Units
with respect to the exercise of a Redemption Right in the manner described in
the first sentence of this Section 8.05(b), the Partnership shall have no
obligation to pay any amount to the Redeeming Partner with respect to such
Redeeming Partner's exercise of such Redemption Right, and each of the Redeeming
Partner, the Partnership, and the General Partner or the Company, as the case
may be, shall treat the transaction between the General Partner or the Company,
as the case may be, and the Redeeming Partner for federal income tax purposes as
a sale of the Redeeming Partner's Partnership Units to the General Partner or
the Company, as the case may be.  Each Redeeming Partner agrees to execute such
documents as the General Partner may reasonably require in connection with the
issuance of REIT Shares upon exercise of the Redemption Right.


                                          33


<PAGE>

         (c)  Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a
Limited Partner shall not be entitled to exercise the Redemption Right if the
delivery of REIT Shares to such Partner on the Specified Redemption Date by the
General Partner or the Company pursuant to Section 8.05(b) (regardless of
whether or not the General Partner or the Company would in fact exercise its
rights under Section 8.05(b)) would (i) result in such Partner or any other
person owning, directly or indirectly, REIT Shares in excess of the Ownership
Limitation or the Look-Through Ownership Limitation, if applicable, (as defined
in the Charter) and calculated in accordance therewith, except as provided in
the Charter, (ii) result in REIT Shares being owned by fewer than 100 persons
(determined without reference to any rules of attribution), (iii) result in the
Company being "closely held" within the meaning of Section 856(h) of the Code,
(iv) cause the Company to own, directly or constructively, 10% or more of the
ownership interests in a tenant of the Company's, the General Partner's, the
Partnership's, or a subsidiary partnership's, real property, within the meaning
of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition of REIT Shares
by such Partner to be "integrated" with any other distribution of REIT Shares
for purposes of complying with the registration provisions of the Securities
Act.

         (d)  Any Cash Amount to be paid to a Redeeming Partner pursuant to
this Section 8.05 shall be paid within 30 days after the initial date of receipt
by the Company of the Notice of Redemption relating to the Partnership Units to
be redeemed.  Notwithstanding the foregoing, the Company and the General Partner
agree to use their best efforts to cause the closing of the acquisition of
redeemed Partnership Units hereunder to occur as quickly as reasonably possible.

         (e)  In the event that the General Partner permits the pledge of a
Limited Partner's Partnership Units to a lender, the General Partner may agree,
in its sole discretion, to allow such lender, upon foreclosure of such
Partnership Units, to redeem such Partnership Units prior to the expiration of
the one-year period described in Section 8.05(a); provided, that any such
redemption shall be effected by the Partnership in the form of the Cash Amount.

         (f)  Notwithstanding any other provision of this Agreement, the
General Partner shall place appropriate restrictions on the ability of the
Limited Partners to exercise their Redemption Rights as and if deemed necessary
to ensure that the Partnership does not constitute a "publicly traded
partnership" under Section 7704 of the Code.

         (g)  Without limiting the obligations of the Company and the Partner
to deliver registered shares as provided in Section 8.05(b), each certificate,
if any, evidencing REIT Shares that may be issued in redemption of Partnership
Units under Section 8.05 above (the "Redemption Shares") shall, to the extent
such shares have not been registered pursuant to a registration statement
declared effective under the Securities Act, bear a restrictive legend in
substantially the following form:

    "The shares represented by this certificate have not been registered under
    the Securities Act of 1933, as amended (the "Act"), or any state securities
    law. No transfer of the Shares represented by this certificate shall be
    valid or effective


                                          34


<PAGE>

    unless (A) such transfer is made pursuant to an effective registration
    statement under the Act, or (B) the holder of the securities proposed to be
    transferred shall have delivered to the Company either a no-action letter
    from the Securities and Exchange Commission or an opinion of counsel (who
    may be an employee of such holder) experienced in securities matters to the
    effect that such proposed transfer is exempt from the registration
    requirements of the Act which opinion shall be reasonably satisfactory to
    the Company."

         (h)  In addition to the foregoing limitations, each Limited Partner
shall be limited in the number of Partnership Units that can be redeemed as
follows:

              (i)  After one (1) year, up to a maximum of 50% of a Limited
         Partner's initial Partnership Units; and

              (ii) After two (2) years, up to a maximum of 100% of a Limited
         Partner's initial Partnership Units.

    8.06 REGISTRATION.

         (a)  SHELF REGISTRATION.  Prior to or on the first date upon which the
Partnership Units owned by any Limited Partner may be redeemed, at the request
of a Limited Partner, the Company agrees to file with the Commission, a shelf
registration statement on Form S-3 under Rule 415 of the Securities Act, or any
similar rule that may be adopted by the Commission (the "Shelf Registration"),
with respect to all of the REIT Shares issued or issuable to the Limited
Partners pursuant to Section 8.05(b) hereof (the "Redemption Shares").  The
Company will use its best efforts to have the Shelf Registration declared
effective under the Securities Act and to keep the Shelf Registration
continuously effective until a date agreed upon by the Company and a majority of
the Limited Partners or until such time as all of the shares registered pursuant
to such Shelf Registration (i) have been disposed of pursuant to such Shelf
Registration, (ii) have otherwise been distributed pursuant to Rule 144
promulgated under the Securities Act ("Rule 144"), or (iii) may be sold in the
market without restriction under Rule 144.  The Company further agrees to
supplement or make amendments to the Shelf Registration, if required by the
rules, regulations or instructions applicable to the registration form utilized
by the Company or by the Securities Act or rules and regulations thereunder for
the Shelf Registration.  No provision of this Agreement shall require the
Company to file a registration statement on any form other than Form S-3.  The
Company, in the exercise of its reasonable judgment, shall have the right to
delay the filing of the Shelf Registration for up to 120 days.

         (b)  REGISTRATION AND QUALIFICATION PROCEDURES.  The Company, upon the
written request of a Limited Partner, is required by the provisions of Section
8.06(a) hereof to use its best efforts to have the Shelf Registration declared
effective under the Securities Act. Accordingly, the Company will:


                                          35


<PAGE>

              (i)  prepare and file with the Commission a registration
         statement, including amendments thereof and supplements relating
         thereto, with respect to the Redemption Shares;

              (ii) use its best efforts to cause the Shelf Registration to be
         declared effective by the Commission;

              (iii)     keep the Shelf Registration effective and the related
         prospectus current as described in Section 8.05(a) hereof; provided,
         however, that the Company shall have no obligation to file any
         amendment or supplement at its own expense or the Partnership's
         expense more than 90 days after the effective date of the Shelf
         Registration;

              (iv) furnish to each holder of Redemption Shares such numbers of
         copies of prospectuses, and supplements or amendments thereto, and
         such other documents as such holder reasonably requests;

              (v)  register or qualify the securities covered by the
         registration statement under the securities or blue sky laws of such
         jurisdictions within the United States as any holder of Redemption
         Shares shall reasonably request, and do such other reasonable acts and
         things as may be required of it to enable such holders to consummate
         the sale or other disposition in such jurisdictions of the Redemption
         Shares; provided, however, that the Company shall not be required to
         (i) qualify as a foreign corporation or consent to a general and
         unlimited service or process in any jurisdictions in which it would
         not otherwise be required to be qualified or so consent or (ii)
         qualify as a dealer in securities; and

              (vi) keep the holders of Redemption Shares advised as to the
         initiation and progress of the registration.

         (c)  ALLOCATION OF EXPENSES.  The Partnership shall pay all expenses
in connection with the Shelf Registration, including without limitation (i) all
expenses incident to filing with the National Association of Securities Dealers,
Inc., (ii) registration fees, (iii) printing expenses, (iv) accounting and legal
fees and expenses, except to the extent holders of Redemption Shares elect to
engage accountants or attorneys in addition to the accountants and attorneys
engaged by the Partnership or the Company, (v) accounting expenses incident to
or required by any such registration or qualification and (vi) expenses of
complying with the securities or blue sky laws of any jurisdictions in
connection with such registration or qualification; provided, however, the
Partnership shall not be liable for (A) any discounts or commissions to any
broker attributable to the sale of Redemption Shares, or (B) any fees or
expenses incurred by holders of Redemption Shares in connection with such
registration which, according to the written instructions of any regulatory
authority, the Partnership is not permitted to pay.


                                          36


<PAGE>

         (d)  SALE OF REDEMPTION SHARES.  The Company may require in its sole
discretion that the Redemption Shares be sold in block trades through
underwriters or broker-dealers or that the sale of the Redemption Shares be
underwritten by investment banking firms selected by the Company.

         (e)  LISTING ON SECURITIES EXCHANGE.  If the Company shall list or
maintain the listing of any REIT Shares on any securities exchange or national
market system, it will at its expense and as necessary to permit the
registration and sale of the Redemption Shares hereunder, list thereon, maintain
and, when necessary, increase such listing to include such Redemption Shares.

    8.07 "PIGGYBACK" REGISTRATION RIGHTS.

         (a)  NOTICE OF REGISTRATION.  It, at any time commencing upon the date
upon which all or any portion of the Partnership Units shall have been redeemed
for the Redemption Shares (but not if such Partnership Units shall have been
redeemed for cash in accordance with the provisions hereof), the Company files a
registration statement under the Securities Act with respect to a firm
commitment underwritten public offering of any securities of the Company, the
Company shall give thirty (30) days prior written notice thereof to each Limited
Partner and shall, upon the written request of any or all of the Limited
Partners, include in the underwritten public offering the number of Redemption
Shares that each such Limited Partner may request (except as set forth in
Section 8.07(b) below).  The Company will keep such registration statement
effective and current under the Securities Act permitting the sale of Redemption
Shares covered thereby for the same period that the registration statement is
maintained effective for the other persons (including the Company) selling
thereunder.  In any underwritten offering, however, the Redemption Shares to be
included will be sold at the same time and at the same price as the Company's
securities.  In the event that the Company fails to receive a written request
from a Limited Partner within thirty (30) days of its written notice, then the
Company shall have no obligation to include any of the Redemption Shares in the
offering.  In connection with any registration statement or subsequent amendment
or similar document filed pursuant to this Section 8.07, the Company shall take
all reasonable steps to make the securities covered thereby eligible for public
offering and sale under the securities or blue sky laws of the applicable
jurisdictions by the effective date of such registration statement; provided
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not so qualified at the time of filing such documents
or to take any action which would subject it to unlimited service of process in
any jurisdiction where it is not so subject at such time.  The Company shall
keep such filing current for the length of time it must keep any registration
statement, post-effective amendment, prospectus or offering circular effective
pursuant hereto.

         (b)  UNDERWRITING.  In the event of an offering by the Company in
which one or more Limited Partners wishes to include Redemption Shares under
this Section 8.07, and it is determined in good faith by the managing
underwriter of such offering, giving effect to the number of REIT Shares to be
offered by the Company, that the total number of


                                          37


<PAGE>

Redemption Shares that would consequently be offered is in excess of the number
of Redemption Shares that can be sold at the proposed price, then the number of
Redemption Shares of the Limited Partners to be offered will be reduced ratably,
based upon the number of Redemption Shares each Limited Partner has requested to
include in such registration; provided, however, that notwithstanding anything
in this Section 8.07(b) to the contrary, the Limited Partners shall have the
right to contribute, on a pro-rata basis as described above, an aggregate of
Redemption Shares equalling at least fifteen percent (15%) of the total value of
such offering.

         (c)  OBLIGATION OF LIMITED PARTNERS UPON REGISTRATION.  To include
Redemption Shares in any registration, each Limited Partner shall:

              (i)  Cooperate with the Company in preparing each such
registration and execute all such agreements as any underwriter may deem
reasonably necessary in favor of such underwriter;

              (ii) Promptly supply the Company with all information, documents,
representations and agreements as such underwriter may deem reasonably necessary
in connection with such registration; and

              (iii) Agree in writing not to sell or transfer any share of
the Redemption Shares not included in such underwritten offering for a period of
seven (7) days prior to and thirty (30) days after the effective date of such
registration without the underwriters' consent, but no Limited Partner shall be
required to make such agreement unless the other Limited Partners included in
any offering covered by such registration shall similarly agree.

         (d)  COMPANY'S OBLIGATIONS UPON REGISTRATION.     If and whenever the
Company is obligated by the provisions of this Section 8.07 to effect the
registration of any offering of REIT Shares under the Securities Act, as
expeditiously as possible the Company will, or will use its best efforts to, as
the case may be:

              (i)  Prepare and file with the SEC a registration statement with
respect to such REIT Shares and, use its best efforts to cause such registration
statement to become effective;

              (ii) Furnish to each Limited Partner so many copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents, as such Limited
Partner may reasonably request; and

              (iii) Register or qualify the securities covered by such
registration statement under such other securities or blue sky laws of such
jurisdictions as such Limited Partner shall reasonably request, and do any and
all other acts and things that may be reasonably necessary or advisable to
enable the Limited Partners to consummate the disposition in such jurisdictions
of such securities.


                                          38


<PAGE>

         (e)  EXPENSES.  In connection with any filing or other registration
hereunder the Partnership shall bear all the expenses and professional fees
which arise in connection with such filings or registration (except for the
Limited Partner's pro rata share of any underwriters' discount) and all expenses
incurred in making such filings and keeping them effective and correct as
provided hereunder and shall also provide each Limited Partner with a reasonable
number of printed copies of the prospectus, offering circulars and/or
supplemental prospectuses or amended prospectuses in final and preliminary form;
provided, however, each Limited Partner will pay its own direct out-of-pocket
costs incurred with the registration of REIT Shares, including but not limited
to Limited Partner's attorney and accountants fees, travel expenses and any
consulting fees.

         (f)  INDEMNIFICATION BY THE COMPANY.  The Company will indemnify each
Limited Partner, each of its officers and directors, and each person controlling
the Limited Partner, with respect to which registration, qualification or
compliance has been effected pursuant to this Section 8.07, against all claims,
losses, damages, costs, expenses and liabilities whatsoever (or actions in
respect thereof) arising out of or based on (i) any untrue statement, (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus, offering circular or other similar document (including
any related registration statement, notification or the like) incident to any
such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made or (ii) any violation by the Company of
the Securities Act or any state securities law or of any rule or regulation
promulgated under the Securities Act or any state securities law applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will
reimburse the Limited Partner, each of its officers and directors, and each
person controlling the Limited Partner, for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, provided, however, that (x) the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability, or action arises out of or is based on any untrue
statement (or alleged untrue statement) or omission (or alleged omission) based
upon written information furnished to the Company by an instrument duly executed
by the Limited Partner and stated to be specifically for use therein or
furnished by the Limited Partner to the Company in response to a request by the
Company stating specifically that such information will be used by the Company
therein, and (y) such indemnity agreement shall not inure to the benefit of the
Limited Partner, insofar as it relates to any such untrue statement (or alleged
untrue statement) or omission (or alleged omission) made in the preliminary
prospectus or prospectus but eliminated or remedies in the amended prospectus on
file with the Commission at the time the registration statement becomes
effective or in the amended prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act or in any subsequent amended prospectus
filed with the Commission prior to the written confirmation of the sale of the
Registrable Securities at issue (collectively, the "Final Prospectus"), if a
copy of the Final Prospectus was not furnished to the person or entity asserting
the loss, liability, claim or damage at or prior to the time such action is
required by the Securities Act.


                                          39


<PAGE>

         (g)  INDEMNIFICATION BY THE LIMITED PARTNERS.  The Limited Partners
will, if Redemption Shares held by or issuable to such Limited Partners are
included in the REIT Shares to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the REIT Shares covered by such
registration statement, and each person who controls the Company within the
meaning of the Securities Act against all claims, losses, damages, costs,
expenses and liabilities whatsoever (or actions in respect thereof) arising out
of or based on any untrue Statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other similar document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made,
and will reimburse the Company, such directors, officers, persons or
underwriters for any legal or any other expenses reasonably incurred in
connection with investigation or defending any such claim, loss, damage, costs,
expense, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement or omission (or
alleged omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by the
Limited Partners and stated to be specifically for use therein or furnished by
any Limited Partner to the Company in response to a request by the Company
stating specifically that such information will be used by the Company therein,
provided, however, that the foregoing indemnity agreement is subject to the
condition that, such indemnity agreement shall not inure to the benefit of the
Company or any underwriter insofar as it relates to any such untrue statements
(or alleged untrue statements) or omission (or alleged omission) made in the
preliminary prospectus or prospectus but eliminated or remedied in the Final
Prospectus, if a copy of the Final Prospectus was not furnished to the person or
entity asserting the loss, liability, claim or damage at or prior to the time
such action is required by the Securities Act.

         (h)  INDEMNIFICATION PROCEDURES.  Each party entitled to
indemnification under this Section 8.07 (the "Indemnified Party") shall give
notice to the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge of any claim
as to which indemnity may be sought, and shall permit the Indemnifying party to
assume the defense of any such claim or any litigation resulting therefrom,
provided that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld).  The failure of any Indemnified
Party to give notice as provided herein shall relieve the Indemnifying Party of
its obligations under this Agreement only to the extent that such failure to
give notice shall materially prejudice the Indemnifying Party in the defense of
any such claim or any such litigation.  No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement that
attributes any liability to the Indemnified Party, unless the settlement
includes as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all


                                          40


<PAGE>

liability in respect to such claim or litigation.  If any such Indemnified Party
shall have been advised by counsel chosen by it that there may be one or more
legal defenses available to such Indemnified Party that are different from or
additional to those available to the Indemnifying Party, the Indemnifying Party
shall not have the right to assume the defense of such action on behalf of such
Indemnified Party and will reimburse such Indemnified Party and any person
controlling such Indemnified Party for the reasonable fees and expenses of any
counsel retained by the Indemnified Party, it being understood that the
Indemnifying Party shall not, in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for each Indemnified Party
or controlling person (and all other Indemnified Parties and controlling persons
which may be represented without conflict by one counsel), which firm shall be
designated in writing by the Indemnified Party (or Indemnified Parties, if more
than one Indemnified Party is to be represented by such counsel) to the
Indemnifying Party.  The Indemnifying Party shall not be subject to any
liability for any settlement made without its consent, which shall not be
unreasonably withheld.

         If the indemnification provided for in this Section 8.07 from the
Indemnifying Party is unavailable to an Indemnified Party hereunder in respect
of any losses, claims, damages, labilities or expenses referred to therein, then
the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, labilities or expenses in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative fault of such Indemnifying Party and
Indemnified Parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Parties, and the parties, relative intent, knowledge, access to
information and opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses claims, damages, liabilities and
expenses referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8.07 were determined by pro rata
allocation or by any other method  of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation).

    8.08 SALE OF INITIAL GOLF COURSE.  Notwithstanding anything herein to the
contrary, if the Partnership elects to sell an Initial Golf Course and provided
the lessee thereunder is not in default beyond any applicable notice and cure
periods provided in the applicable lease,


                                          41


<PAGE>

then to the extent a Limited Partner would recognize gain under Section 704(c)
of the Code as a result thereof, then the Partnership shall use reasonable
efforts to structure the sale as a like-kind exchange under Section 1031 of the
Code.

    8.09 EXECUTION OF PLEDGE AGREEMENT.  Each Limited Partner contributing an
Initial Golf Course in exchange for its Partnership Interest shall execute and
deliver to the Partnership the Pledge Agreement whereby the Limited Partner
pledges to the Partnership Units having a value equal on the date of the Pledge
Agreement to fifteen percent (15%) of the initial value of the Initial Golf
Course contributed by such Limited Partner to secure the indemnification
obligations of such Limited Partner contained in Section 8.2 of the Contribution
and Leaseback Agreement to which such Limited Partner is a party.  The pledge
with respect to such indemnification obligations shall be for a period of one
(1) year, and the General Partner acknowledges that the pledged Partnership
Units shall also serve as collateral for the lease obligations of the applicable
lessee under the leases for the Initial Golf Course as provided more
particularly in the Pledge Agreement.

                                      ARTICLE IX
                      TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

    9.01 PURCHASE FOR INVESTMENT.

         (a)  Each Limited Partner hereby represents and warrants to the
Company, the General Partner and to the Partnership that the acquisition of his
Partnership Interest is made as a principal for his account for investment
purposes only and not with a view to the resale or distribution of such
Partnership Interest.

         (b)  Each Limited Partner agrees that he will not sell, assign or
otherwise transfer his Partnership Interest or any fraction thereof, whether
voluntarily or by operation of law or at judicial sale or otherwise, to any
Person who does not make the representations and warranties to the General
Partner set forth in Section 9.01(a) above and similarly agree not to sell,
assign or transfer such Partnership Interest or fraction thereof to any Person
who does not similarly represent, warrant and agree.

    9.02 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

         (a)  Except as otherwise provided in Section 9.02(d) hereof and except
for the pledge rights contained in Section 9.02(f) hereof, no Limited Partner
(other than the General Partner) may offer, sell, assign, hypothecate, pledge or
otherwise transfer his Limited Partnership Interest, in whole or in part,
whether voluntarily or by operation of law or at judicial sale or otherwise
(collectively, a "Transfer") without the written consent of the General Partner,
which consent may be withheld in the sole discretion of the General Partner.
The General Partner may require, as a condition of any Transfer, that the
transferor assume all costs incurred by the Partnership in connection therewith.


                                          42


<PAGE>

         (b)  No Limited Partner may effect a Transfer of his Limited
Partnership Interest, in whole or in part, if, in the opinion of legal counsel
for the Partnership, such proposed Transfer would require the registration of
the Limited Partnership Interest under the Securities Act or would otherwise
violate any applicable federal or state securities or "Blue Sky" law (including
investment suitability standards).

         (c)  No transfer by a Limited Partner of his Partnership Units, in
whole or in part, may be made to any Person if (i) in the opinion of legal
counsel for the Partnership, the transfer would result in the Partnership's
being treated as an association taxable as a corporation (other than a qualified
REIT subsidiary within the meaning of Section 856(i) of the Code), or (ii) such
transfer is effectuated through an "established securities market" or a
"secondary market (or the substantial equivalent thereof)" within the meaning of
Section 7704 of the Code.

         (d)  Section 9.02(a) shall not apply to the following transactions,
except that the General Partner may require that the transferor assume all costs
incurred by the Partnership in connection therewith:

              (i)  any Transfer by a Limited Partner pursuant to the exercise
         of its Redemption Right under Section 8.05 hereof;

              (ii) any Transfer by a Limited Partner that is a corporation or
         other business entity to any of its Affiliates or subsidiaries or to
         any successor in interest of such Limited Partner; or

              (iii) any donative Transfer by an individual Limited Partner
         to his immediate family members or any trust in which the individual
         or his immediate family members own, collectively, 100% of the
         beneficial interests. For purposes of this Section 9.02(d)(iii), the
         term "immediate family member" shall be deemed to include only an
         individual Limited Partner's spouse, children and grandchildren.

         (e)  Any Transfer in contravention of any of the provisions of this
Article IX shall be void and ineffectual and shall not be binding upon, or
recognized by, the Partnership.

         (f)  Notwithstanding Section 9.01(a), during the period in which all
or a portion of a Limited Partner's Partnership Units are restricted from
transfer pursuant to Article 9 hereof, the Limited Partner may pledge
Partnership Units initially having a value equal to 85% of the value of the golf
course or golf courses contributed by each Limited Partner as collateral in any
borrowing from an institutional lender, provided complete copies of the
commitment letter and all loan documentation is delivered to the General Partner
and the Company.  After satisfactory review of the documentation, the General
Partner and the Company will agree to issue a letter to such lender agreeing to
allow the redemption of such Limited Partner's Partnership Units for cash (or,
at the Company's election, for REIT Shares


                                          43


<PAGE>

in accordance with Section 8.05) upon a default by the applicable Limited
Partner under such loan if (i) the lender and the applicable Limited Partner
each request that such letter be issued; (ii) such loan transaction is deemed by
the General Partner and the Company to be arm's-length and not designed to
circumvent the Agreement or restrictions contained herein; (iii) the applicable
Limited Partner acknowledges that any such redemption could potentially cause a
taxable event to such Limited Partner; and (iv) such redemption cannot occur
within the first year after the closing of the Initial Offering.  In no event
will the Company or the Partnership guarantee or be liable to the lender or
others for any such permissible loans wherein the Limited Partner's Partnership
Units are used as collateral.

         (g)  No transfer of any Partnership Units may be made to a lender to
the Partnership or to any Person who is related (within the meaning of
Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan
constitutes a non-recourse liability (within the meaning of Regulations Section
1.752-1(a)(2)), without the consent of the General Partner, which may be
withheld in its sole and absolute discretion; PROVIDED, HOWEVER, that as a
condition to such consent the lender will be required to enter into an
arrangement with the Partnership and the General Partner to exchange or redeem
for the Cash Amount any Partnership Units in which a security interest is held
simultaneously with the time at which liabilities to such lender would be deemed
to be a partner in the Partnership for purposes of allocating liabilities to
such lender under Section 752 of the Code.

    9.03 ADMISSION OF SUBSTITUTE LIMITED PARTNER.

         (a)  Subject to the other provisions of this Article IX, an assignee
of the Limited Partnership Interest of a Limited Partner (which shall be
understood to include any purchaser, transferee, donee, or other recipient of
any disposition of such Limited Partnership Interest) shall be deemed admitted
as a Limited Partner of the Partnership only upon the satisfactory completion of
the following:

              (i)  The assignee shall have accepted and agreed to be bound by
         the terms and provisions of this Agreement by executing a counterpart
         or an amendment thereof, including a revised EXHIBIT A, and such other
         documents or instruments as the General Partner may require in order
         to effect the admission of such Person as a Limited Partner.

              (ii) To the extent required, an amended Certificate evidencing
         the admission of such Person as a Limited Partner shall have been
         signed, acknowledged and filed for record in accordance with the Act.

              (iii) The assignee shall have delivered a letter containing
         the representation set forth in Section 9.01(a) hereof and the
         agreement set forth in Section 9.01(b) hereof.

              (iv) If the assignee is a corporation, partnership or trust, the
         assignee shall have provided the General Partner with evidence
         satisfactory to


                                          44


<PAGE>

         counsel for the Partnership of the assignee's authority to become a
         Limited Partner under the terms and provisions of this Agreement.

              (v)  The assignee shall have executed a power of attorney
         containing the terms and provisions set forth in Section 8.02 hereof.

              (vi) The assignee shall have paid all reasonable legal fees of
         the Partnership and the General Partner and filing and publication
         costs in connection with his substitution as a Limited Partner.

              (vii) The assignee has obtained the prior written consent of
         the General Partner to its admission as a Substitute Limited Partner,
         which consent may be given or denied in the exercise of General
         Partner's sole and absolute discretion.

              (viii) In the case of an assignee of the Limited Partnership
         Interest of the General Partner except in the case of a transaction
         described in Section 7.01(c) or (d) (in which case no consent is
         necessary), the assignee has obtained the prior written consent of a
         majority-in-interest of the Limited Partners (other than the General
         Partner) to its admission as a Substitute Limited Partner, which
         consent may be given or denied in the exercise of such Limited
         Partners' sole and absolute discretion.

         (b)  For the purpose of allocating profits and losses and distributing
cash received by the Partnership, a Substitute Limited Partner shall be treated
as having become, and appearing in the records of the Partnership as, a Partner
upon the filing of the Certificate described in Section 9.03(a)(ii) hereof or,
if no such filing is required, the later of the date specified in the transfer
documents or the date on which the General Partner has received all necessary
instruments of transfer and substitution.

         (c)  The General Partner shall cooperate with the Person seeking to
become a Substitute Limited Partner by preparing the documentation required by
this Section and making all official filings and publications. The Partnership
shall take all such action as promptly as practicable after the satisfaction of
the conditions in this Article IX to the admission of such Person as a Limited
Partner of the Partnership.

    9.04 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

         (a)  Subject to the provisions of Sections 9.01 and 9.02 hereof,
except as required by operation of law, the Partnership shall not be obligated
for any purposes whatsoever to recognize the assignment by any Limited Partner
of his Partnership Interest until the Partnership has received notice thereof.

         (b)  Any Person who is the assignee of all or any portion of a Limited
Partner's Limited Partnership Interest, but does not become a Substitute Limited
Partner and


                                          45


<PAGE>

desires to make a further assignment of such Limited Partnership Interest, shall
be subject to all the provisions of this Article IX to the same extent and in
the same manner as any Limited Partner desiring to make an assignment of his
Limited Partnership Interest.

    9.05 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED
PARTNER.  The occurrence of an Event of Bankruptcy as to a Limited Partner, the
death of a Limited Partner or a final adjudication that a Limited Partner is
incompetent (which term shall include, but not be limited to, insanity) shall
not cause the termination or dissolution of the Partnership, and the business of
the Partnership shall continue if an order for relief in a bankruptcy proceeding
is entered against a Limited Partner, the trustee or receiver of his estate or,
if he dies, his executor, administrator or trustee, or, if he is finally
adjudicated incompetent, his committee, guardian or conservator, shall have the
rights of such Limited Partner for the purpose of settling or managing his
estate property and such power as the bankrupt, deceased or incompetent Limited
Partner possessed to assign all or any part of his Partnership Interest and to
join with the assignee in satisfying conditions precedent to the admission of
the assignee as a Substitute Limited Partner.

    9.06 JOINT OWNERSHIP OF INTERESTS.  A Partnership Interest may be acquired
by two individuals as joint tenants with right of survivorship, provided that
such individuals either are married or are related and share the same home as
tenants in common. The written consent or vote of both owners of any such
jointly held Partnership Interest shall be required to constitute the action of
the owners of such Partnership Interest; provided, however, that the written
consent of only one joint owner will be required if the Partnership has been
provided with evidence satisfactory to the counsel for the Partnership that the
actions of a single joint owner can bind both owners under the applicable laws
of the state of residence of such joint owners. Upon the death of one owner of a
Partnership Interest held in a joint tenancy with a right of survivorship, the
Partnership Interest shall become owned solely by the survivor as a Limited
Partner and not as an assignee. The Partnership need not recognize the death of
one of the owners of a jointly-held Partnership Interest until it shall have
received notice of such death. Upon notice to the General Partner from either
owner, the General Partner shall cause the Partnership Interest to be divided
into two equal Partnership Interests, which shall thereafter be owned separately
by each of the former owners.

                                      ARTICLE X
                      BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

    10.01     BOOKS AND RECORDS.  At all times during the continuance of the
Partnership, the Partners shall keep or cause to be kept at the Partnership's
specified office true and complete books of account in accordance with generally
accepted accounting principles, including: (a) a current list of the full name
and last known business address of each Partner, (b) a copy of the Certificate
of Limited Partnership and all certificates of amendment thereto, (c) copies of
the Partnership's federal, state and local income tax returns and reports, (d)
copies of the Agreement and any financial statements of the Partnership for the
three most recent years and (e) all documents and information required under the
Act. Any Partner or


                                          46


<PAGE>

his duly authorized representative, upon paying the costs of collection,
duplication and mailing, shall be entitled to inspect or copy such records
during ordinary business hours.

    10.02     CUSTODY OF PARTNERSHIP FUNDS; BANK ACCOUNTS.

         (a)  All funds of the Partnership not otherwise invested shall be
deposited in one or more accounts maintained in such banking or brokerage
institutions as the General Partner shall determine, and withdrawals shall be
made only on such signature or signatures as the General Partner may, from time
to time, determine.

         (b)  All deposits and other funds not needed in the operation of the
business of the Partnership may be invested by the General Partner in investment
grade instruments (or investment companies whose portfolio consists primarily
thereof), government obligations, certificates of deposit, bankers' acceptances
and municipal notes and bonds. The funds of the Partnership shall not be
commingled with the funds of any other Person except for such commingling as may
necessarily result from an investment in those investment companies permitted by
this Section 10.02(b).

    10.03     FISCAL AND TAXABLE YEAR.  The fiscal and taxable year of the
Partnership shall be the calendar year.

    10.04     ANNUAL TAX INFORMATION AND REPORT.  Within 75 days after the end
of each fiscal year of the Partnership, the General Partner shall furnish to
each person who was a Limited Partner at any time during such year the tax
information necessary to file such Limited Partner's individual tax returns as
shall be reasonably required by law.

    10.05     TAX MATTERS PARTNER; TAX ELECTIONS; SPECIAL BASIS ADJUSTMENTS.

         (a)  The General Partner shall be the Tax Matters Partner of the
Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters
Partner, the General Partner shall have the right and obligation to take all
actions authorized and required, respectively, by the Code for the Tax Matters
Partner. The General Partner shall have the right to retain professional
assistance in respect of any audit of the Partnership by the Service and all
out-of-pocket expenses and fees incurred by the General Partner on behalf of the
Partnership as Tax Matters Partner shall constitute Partnership expenses. In the
event the General Partner receives notice of a final Partnership adjustment
under Section 6223(a)(2) of the Code, the General Partner shall either (i) file
a court petition for judicial review of such final adjustment within the period
provided under Section 6226(a) of the Code, a copy of which petition shall be
mailed to all Limited Partners on the date such petition is filed, or (ii) mail
a written notice to all Limited Partners, within such period, that describes the
General Partner's reasons for determining not to file such a petition.

         (b)  All elections required or permitted to be made by the Partnership
under the Code or under any applicable state law shall be made by the General
Partner in its sole discretion.


                                          47


<PAGE>

         (c)  In the event of a transfer of all or any part of the Partnership
Interest of any Partner, the Partnership, at the option of the General Partner,
may elect pursuant to Section 754 of the Code to adjust the basis of the
Properties. Notwithstanding anything contained in Article V of this Agreement,
any adjustments made pursuant to Section 754 shall affect only the successor in
interest to the transferring Partner and in no event shall be taken into account
in establishing, maintaining or computing Capital Accounts for the other
Partners for any purpose under this Agreement. Each Partner will furnish the
Partnership with all information necessary to give effect to such election.

    10.06     REPORTS TO LIMITED PARTNERS.

         (a)  As soon as practicable after the close of each fiscal quarter,
but in no event later than 45 days (other than the last quarter of the fiscal
year), the General Partner shall cause to be mailed to each Limited Partner a
quarterly report containing financial statements of the Partnership, or of the
Company if such statements are prepared solely on a consolidated basis with the
Company, for such fiscal quarter, presented in accordance with generally
accepted accounting principles.  As soon as practicable after the close of each
fiscal year, the General Partner shall cause to be mailed to each Limited
Partner an annual report containing financial statements of the Partnership, or
of the Company if such statements are prepared solely on a consolidated basis
with the Company for such fiscal year, prepared in accordance with generally
accepted accounting principles.  The annual financial statements shall be
audited by accountants selected by the General Partner.

         (b)  Any Partner shall further have the right to a private audit of
the books and records of the Partnership, provided such audit is made for
Partnership purposes, at the expense of the Partner desiring it and is made
during normal business hours.

                                      ARTICLE XI
                               AMENDMENT OF AGREEMENT;
                 SALE OF ALL OR SUBSTANTIALLY ALL OF COMPANY'S ASSETS

    11.01     AMENDMENT OF AGREEMENT.  The General Partner, without the consent
of the Limited Partners, may amend this Agreement in any respect; provided,
however, that the following amendments shall require the consent of Limited
Partners (other than GTA LP) holding at least two-thirds (2/3rds) of the
Percentage Interests of the Limited Partners (other than GTA LP):

         (a)  any amendment affecting the operation of the Conversion Factor or
Redemption Right (except as provided in Section 8.05(d) hereof) in a manner
adverse to the Limited Partners;

         (b)  any amendment that would adversely affect the rights of the
Limited Partners to receive the distributions payable to them hereunder other
than with respect to the issuance of additional Partnership Units pursuant to
Section 4.02 of this Agreement;


                                          48


<PAGE>

         (c)  any amendment that would alter the Partnership's allocations of
Profit and Loss to the Limited Partners in a manner adverse to Limited Partners,
other than with respect to the issuance of additional Partnership Units pursuant
to Section 4.02 of this Agreement;

         (d)  any amendment that would impose on the Limited Partners any
obligation to make additional Capital Contributions to the Partnership;

         (e)  any amendment to Section 8.07 above in a manner adverse to any
Limited Partner; and

         (f)  any amendment to this Article XI.

    11.02     SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
PARTNERSHIP; CHANGE IN CONTROL.  The General Partner, without the consent of the
Limited Partners (including GTA LP) holding 66.67% of the Percentage Interests
of the Limited Partners (including GTA LP), may not sell, transfer, or convey
all or substantially all of the assets of the Partnership, including, without
limitation, a sale, assignment or transfer to another public or private company,
or approve a merger or consolidation of the Partnership.

                                     ARTICLE XII
                                  GENERAL PROVISIONS

    12.01     NOTICES.  All communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or upon deposit in the United States mail, registered,
postage prepaid return receipt requested, to the Partners at the addresses set
forth in EXHIBIT A attached hereto; provided, however, that any Partner may
specify a different address by notifying the General Partner in writing of such
different address. Notices to the Partnership shall be delivered at or mailed to
its specified office.

    12.02     SURVIVAL OF RIGHTS.  Subject to the provisions hereof limiting
transfers, this Agreement shall be binding upon and inure to the benefit of the
Partners and the Partnership and their respective legal representatives,
successors, transferees and assigns.

    12.03     ADDITIONAL DOCUMENTS.  Each Partner agrees to perform all further
acts and execute, swear to, acknowledge and deliver all further documents which
may be reasonable, necessary, appropriate or desirable to carry out the
provisions of this Agreement or the Act.

    12.04     SEVERABILITY.  If any provision of this Agreement shall be
declared illegal, invalid, or unenforceable in any jurisdiction, then such
provision shall be deemed to be severable from this Agreement (to the extent
permitted by law) and in any event such illegality, invalidity or
unenforceability shall not affect the remainder hereof.


                                          49


<PAGE>

    12.05     ENTIRE AGREEMENT.  This Agreement and exhibits attached hereto
constitute the entire Agreement of the Partners and supersede all prior written
agreements and prior and contemporaneous oral agreements, understandings and
negotiations with respect to the subject matter hereof.

    12.06     PRONOUNS AND PLURALS.  When the context in which words are used
in the Agreement indicates that such is the intent, words in the singular number
shall include the plural and the masculine gender shall include the neuter or
female gender as the context may require.

    12.07     HEADINGS.  The Article headings or sections in this Agreement are
for convenience only and shall not be used in construing the scope of this
Agreement or any particular Article.

    12.08     COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original copy and all of
which together shall constitute one and the same instrument binding on all
parties hereto, notwithstanding that all parties shall not have signed the same
counterpart.

    12.09     GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

    12.10     GUARANTY BY COMPANY.  The Company unconditionally and irrevocably
guarantees to the Limited Partners the performance by the General Partner and
GTA LP of the respective obligations of the General Partner and GTA LP under
this Agreement.  This guaranty is exclusively for the benefit of the Limited
Partners and shall not extend to the benefit of any creditor of the Partnership.


                     (Remainder of Page Intentionally Left Blank)


                                          50


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunder affixed their
signatures to this First Amended and Restated Agreement of Limited Partnership,
all as of the 12th day of February, 1997.

                        GENERAL PARTNER

                        GTA GP, INC., a
                        Maryland corporation


                        By:  /s/ David J. Dick
                             --------------------------
                        Its:
                             --------------------------


                        LIMITED PARTNERS

                        GTA LP, INC., a
                        Maryland corporation


                        By:  /s/ David J. Dick
                             --------------------------
                        Its:
                             --------------------------

                        GOLF LEGENDS, LTD.
                        a South Carolina corporation


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

                        HERITAGE GOLF CLUB, LTD.,
                        a South Carolina corporation


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

                        SEASIDE RESORTS, LTD.,
                        a North Carolina corporation


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


                                          51


<PAGE>

                        W. BRADLEY BLAIR, II


                             /s/ W. Bradley Blair, II
                             --------------------------





                        DAVID J. DICK


                             /s/ David J. Dick
                             --------------------------





                        JAMES HOPPENRATH


                             /s/ James Hoppenrath
                             --------------------------


                                         51A


<PAGE>

                        LEGENDS OF VIRGINIA,
                        a Virginia limited liability company


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

                        NORTHGATE,
                        a Texas general partnership


                        By:  /s/ Jack a. Thoner
                             --------------------------
                        Its: Managing Partner
                             --------------------------

                        OLDE ATLANTA GOLF CLUB
                        LIMITED PARTNERSHIP,
                        an Illinois limited partnership

                        By:  The Crescent Company, its
                             General Partner
                             --------------------------

                        By:  /s/ E. Neal Trogdon
                             --------------------------
                        Its: President
                             --------------------------

                        BRIGHT'S CREEK DEVELOPMENT
                        COMPANY, L.L.C.,
                        an Alabama limited liability company


                        By:  /s/ Robert S. Craft
                             --------------------------
                        Its: Managing Member
                             --------------------------




    Golf Trust of America, Inc., a Maryland corporation hereby executes this
Agreement for the sole purpose of being bound by the provisions of Sections
7.01(c), 8.06, 8.07 and 12.10 hereof.

                        GOLF TRUST OF AMERICA, INC.,
                        a Maryland corporation


                        By:  /s/ David J. Dick
                             --------------------------
                        Its:
                             --------------------------


                                          52


<PAGE>

                                      EXHIBIT A

                                SCHEDULE OF PARTNERS,
              ALLOCATION OF PARTNERSHIP UNITS, PERCENTAGE INTERESTS AND
                  THE AGREED VALUE OF NON-CASH CAPITAL CONTRIBUTIONS
<TABLE>
<CAPTION>


                                           Approximate
                                        Value of non-cash       Partnership     Percentage
Name and address of partners           capital contribution     units issued     interest
----------------------------           --------------------    --------------   ----------
<S>                                    <C>                      <C>             <C>
Golf Legends Ltd., Inc.                     $30,647,030           1,532,352       19.05%
    1500 Legends Drive
    Myrtle Beach, SC 29577

Seaside Resorts Ltd.                        $16,129,118             806,456       10.02%
    1500 Legends Drive
    Myrtle Beach, SC 29577

Heritage Golf Club, Ltd., Inc.              $16,031,230             801,561        9.96%
    1500 Legends Drive
    Myrtle Beach, SC 29577

Legends of Virginia LC                      $11,963,738             598,187        7.44%
    1500 Legends Drive
    Myrtle Beach, SC 29577

Northgate                                    $3,797,071             189,854        2.36%
    16450 Northgate Forest Drive
    Houston, TX 77068

Olde Atlanta Golf Club Limited Partnership   $1,444,926             72,246         0.90%
    c/o The Crescent Company
    1580 S. Milwaukee Ave., Suite 208
    Libertyville, IL 60048

Bright's Creek Development Company, LLC      $2,119,005             105,950        1.32%
    104 Cotton Creek Drive
    Gulf Shores, AL 36542

David J. Dick                                                        12,500        0.16%
    190 King Street
    Charleston, SC 29401

W. Bradley Blair, II                                                 12,500        0.16%
    190 King Street
    Charleston, SC 29401

James Hoppenrath                                                      3,750        0.05%
    1213 Basswood Drive, Suite 100
    Naperville, IL 60540

GTA LP, Inc.                                                      3,893,909       48.40%
    190 King Street
    Charleston, SC  29401

GTA GP, Inc.                                                         16,091        0.20%
    190 King Street
    Charleston, SC  29401

Total Partnership units                                           8,045,356      100.00%
                                                                 -----------    --------
                                                                 -----------    --------
</TABLE>


<PAGE>

                                      EXHIBIT B

                                 INITIAL GOLF COURSES


----------------------------------------------------------------------------
----------------------------------------------------------------------------
NAME OF GOLF COURSE                 CITY                     STATE
----------------------------------------------------------------------------
----------------------------------------------------------------------------
1.  The Legends Complex             Myrtle Beach             South Carolina
----------------------------------------------------------------------------
2.  Heritage Golf Club              Pawleys Island           South Carolina
----------------------------------------------------------------------------
3.  Oyster Bay                      Sunset Beach             North Carolina
----------------------------------------------------------------------------
4.  Royal New Kent                  Providence Forge         Virginia
----------------------------------------------------------------------------
5.  Stonehouse Golf Club            Toano                    Virginia
----------------------------------------------------------------------------
6.  Northgate Country Club          Houston                  Texas
----------------------------------------------------------------------------
7.  Olde Altanta Golf Club          Suwanee                  Georgia
----------------------------------------------------------------------------
8.  The Woodlands                   Gulf Shores              Alabama
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                         B-1



<PAGE>


                                      EXHIBIT C

                        NOTICE OF EXERCISE OF REDEMPTION RIGHT

In accordance with Section 8.05 of the First Amended and Restated Agreement of
Limited Partnership (the "Agreement") of Golf Trust of America, L.P., the
undersigned hereby irrevocably (i) presents for redemption ________ units of
limited partnership interest ("Units") in Golf Trust of America, L.P. (the
"Partnership") in accordance with the terms of the Agreement and the "Redemption
Right" referred to in Section 8.05 thereof, (ii) surrenders such Units and all
right, title and interest therein, (iii) surrenders herewith any certificate or
other writing evidencing the Units (and requests that any Units so evidenced
that are not redeemed be evidenced by the issuance of a new certificate or
writing) and (iv) directs that the "Cash Amount" or "REIT Shares Amount" (as
determined by the General Partner), as defined in the Agreement, deliverable
upon exercise of the Redemption Rights be delivered to the address specified
below, and if REIT Shares are to be delivered, such REIT Shares be registered or
placed in the name(s) and at the address(es) specified below.

                                 Dated:
                                       -----------
                              Name of Limited Partner:

                           ------------------------------
                           (Signature of Limited Partner)

                           ------------------------------
                                 (Mailing Address)

                           ------------------------------
                             (City) (State) (Zip Code)

                              Signature Guaranteed by:


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

                     If REIT Shares are to be issued, issue to:

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

                Please insert social security or identifying number:

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


                                        C-1