Exhibit 10.37

[GOLF TRUST LOGO]

November 11,
2005

AEW
Targeted Securities Fund, L.P.
World Trade Center East
Two Seaport Lane
Boston, MA 02210-2021
Attn: Mr. Robert G. Gifford



Gentlemen:

This
letter references that certain letter agreement (the "Option Agreement") dated as of May 6, 2005 by and between AEW Targeted
Securities Fund, L.P. ("AEW") and Golf Trust of America, Inc. (the "Company"). As you know, the
Company has entered into an agreement (the "Asset Purchase Agreement") with CMI Financial Network, LLC
("CMI") dated as of October 27, 2005 which contemplates, without limitation, the acquisition by CMI or its nominee1 (the
"Buyer") of the Westin Innisbrook Resort (and certain related assets and liabilities thereof) by November 30, 2005. The Buyer has the right to
extend the date of the closing to December 30, 2005. The Buyer also has the right to terminate the Asset Purchase Agreement for any reason until the expiration of the due diligence period on
November 25, 2005. In connection with the Asset Purchase Agreement, we have requested, and by signing below AEW confirms, AEW's agreement to amend the Option Agreement as set forth below in
this First Amendment to the Option Agreement (the "First Amendment").

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FIRST AMENDMENT
TO THE OPTION AGREEMENT

1.Option Termination Date.In the event that a deposit in the amount of Four Million Five Hundred Thousand
Dollars ($4,500,000) (the "Deposit") becomes non-refundable to the Buyer on or before December 9, 2005, subject to certain limited
exceptions set forth in Article 12 of the Asset Purchase Agreement, the Option Termination Date shall automatically be extended to December 30, 2005. In the event that the Deposit does
not become non-refundable, subject to certain limited exceptions set forth in Article 12 of the Asset Purchase Agreement, to the Buyer on or before December 9, 2005, this
First Amendment shall automatically terminate and shall be of no further force or effect and the Option Agreement as unmodified by this First Amendment shall govern.

2.Addition of Section 1.15 to the Option Agreement.The following shall be inserted as a new
Section 1.15 to the Option Agreement:



3.Expenses.The Company agrees to pay all reasonable legal expenses associated with the First Amendment,
including the cost of AEW's filings with the Securities and Exchange Commission, estimated to be Seven Thousand Dollars ($7,000) in the aggregate.

4.Defined Terms.Any capitalized term used and not otherwise defined herein shall have the meaning set forth in
the Option Agreement.

5.Counterparts.This First Amendment may be executed in counterparts by each of the parties hereto.

6.Governing Law.This First Amendment shall be deemed to have been executed and delivered within the State of
New York, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of New York without regard to principles of
conflict of laws. Any action or proceeding arising from or relating to this First Amendment must be brought in the State of New York, and each party irrevocably submits to the jurisdiction and venue
of any such court in any such action or proceeding.

7.Continuing Obligations.Except as expressly provided in this First Amendment, the rights and obligations of
the parties under the Option Agreement shall remain in full force and effect and unmodified.

Thank
you.

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| |  | Very truly yours,                                                                                                                                       
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By: /s/W. BRADLEY BLAIR, IIW. Bradley Blair, II Chief Executive Officer, President and
Chairman of the Board of Directors of
Golf Trust of America, Inc.

|AGREED TO AND APPROVED BY:         |  |                                                                                      
|---------------------------------- |  | -------------------------------------------------------------------------------------
|"AEW"                              |  |                                                                                      
|AEW Targeted Securities Fund, L.P. |  |                                                                                      
|By:                                |  | /s/ROBERT G. GIFFORDPrinted Name: Robert G. Gifford
Title: President, AEW TSF Inc.(2)
|                                   |  |                                                                                      

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