<PAGE>


                                                                Exhibit 10.2.15


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                                                        The Links at Polo Trace
                                                                   Delray Beach
                                                              Palm Beach County
                                                                        Florida



                                      L E A S E

                             GOLF TRUST OF AMERICA, L.P.

                                       LANDLORD

                                         AND

                           EMERALD DUNES - POLO TRACE, INC.

                                        TENANT

                              DATED AS OF JULY __, 1998




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<PAGE>

                                   TABLE OF CONTENTS


                                                                           PAGE

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

ARTICLE 2
DEFINITIONS, RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . . .  2
      2.1  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
      2.2  RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . 14

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

ARTICLE 4 
RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
      4.1  RENT . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . 16
      4.2  INCREASE IN INITIAL BASE RENT . . . . . . . . . . . . . . . . . . 17
      4.3  PERCENTAGE RENT . . . . . . . . . . . . . . . . . . . . . . . . . 17
      4.4  ANNUAL RECONCILIATION OF PERCENTAGE RENT  . . . . . . . . . . . . 17
      4.5  INCREASE IN BASE RENT FOR CAPITAL IMPROVEMENTS  . . . . . . . . . 18
      4.6  RECORD-KEEPING  . . . . . . . . . . . . . . . . . . . . . . . . . 18
      4.7  ADDITIONAL CHARGES  . . . . . . . . . . . . . . . . . . . . . . . 18
      4.8  LATE PAYMENT OF RENT  . . . . . . . . . . . . . . . . . . . . . . 18
      4.9  NET LEASE; CAPITAL REPLACEMENT RESERVE  . . . . . . . . . . . . . 19

ARTICLE 5
SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
      5.1  PLEDGE OF OWNER'S SHARES  . . . . . . . . . . . . . . . . . . . . 19
      5.2  OBLIGATION TO WITHHOLD DISTRIBUTIONS  . . . . . . . . . . . . . . 19
      5.3  LANDLORD'S LIEN . . . . . . . . . . . . . . . . . . . . . . . . . 20
      5.4  TERMINATION PAYMENT . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE 6 
IMPOSITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
      6.1  PAYMENT OF IMPOSITIONS  . . . . . . . . . . . . . . . . . . . . . 20
      6.2  INFORMATION AND REPORTING . . . . . . . . . . . . . . . . . . . . 20
      6.3  PRORATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
      6.4  REFUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
      6.5  UTILITY CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . 21
      6.6  ASSESSMENT DISTRICTS  . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE 7 
TENANT WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

                                     (i)

<PAGE>

     7.1  NO TERMINATION, ABATEMENT, ETC . . . . . . . . . . . . . . . . . . 21
     7.2  CONDITION OF THE PROPERTY  . . . . . . . . . . . . . . . . . . . . 22

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

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

ARTICLE 10 
HAZARDOUS MATERIALS . . . . . . . . . . . . . . . . . . . . . . . .  . . . . 27
     10.1 REMEDIATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     10.2 TENANT'S INDEMNIFICATION OF LANDLORD . . . . . . . . . . . . . . . 27
     10.3 SURVIVAL OF INDEMNIFICATION OBLIGATIONS  . . . . . . . . . . . . . 28
     10.4 ENVIRONMENTAL VIOLATIONS AT EXPIRATION OR TERMINATION OF LEASE . . 28

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

ARTICLE 12 
TENANT IMPROVEMENTS; SUBMITTAL OF BUDGETS; FINANCIAL STATEMENTS  . . . . . . 30
     12.1 TENANT'S RIGHT TO CONSTRUCT  . . . . . . . . . . . . . . . . . . . 30
     12.2 SCOPE OF RIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . 31
     12.3 COOPERATION OF LANDLORD  . . . . . . . . . . . . . . . . . . . . . 31
     12.4 CAPITAL REPLACEMENT FUND . . . . . . . . . . . . . . . . . . . . . 32
     12.5 RIGHTS IN TENANT IMPROVEMENTS. . . . . . . . . . . . . . . . . . . 33
     12.6 LANDLORD'S RIGHT TO AUDIT CALCULATION OF GROSS REVENUE . . . . . . 33
     12.7 ANNUAL BUDGET. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     12.8 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . 35

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


                                     (ii)

<PAGE>

     13.2 ENCROACHMENTS AND OTHER TITLE MATTERS . . . . . . . . . . . . . . 37

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

ARTICLE 15 
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
     15.1 GENERAL INSURANCE REQUIREMENTS  . . . . . . . . . . . . . . . . . 39
     15.2 OTHER INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . 40
     15.3 REPLACEMENT COST  . . . . . . . . . . . . . . . . . . . . . . . . 40
     15.4 WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . 41
     15.5 FORM SATISFACTORY, ETC  . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE 15.6 
CHANGE IN LIMITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     15.7  BLANKET POLICY   . . . . . . . . . . . . . . . . . . . . . . . . 42
     15.8  INSURANCE PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 42
     15.9  DISBURSEMENT OF PROCEEDS . . . . . . . . . . . . . . . . . . . . 42
     15.10 EXCESS PROCEEDS, DEFICIENCY OF PROCEEDS  . . . . . . . . . . . . 43
     15.11 RECONSTRUCTION COVERED BY INSURANCE  . . . . . . . . . . . . . . 44
     15.12 RECONSTRUCTION NOT COVERED BY INSURANCE  . . . . . . . . . . . . 44
     15.13 NO ABATEMENT OF RENT . . . . . . . . . . . . . . . . . . . . . . 45
     15.14 WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
     15.15 DAMAGE NEAR END OF TERM  . . . . . . . . . . . . . . . . . . . . 45

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

ARTICLE 17 
EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
     17.1 EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . 46
     17.2 PAYMENT OF COSTS  . . . . . . . . . . . . . . . . . . . . . . . . 48
     17.3 CERTAIN REMEDIES  . . . . . . . . . . . . . . . . . . . . . . . . 48
     17.4 DAMAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
     17.5 ADDITIONAL REMEDIES . . . . . . . . . . . . . . . . . . . . . . . 50
     17.6 APPOINTMENT OF RECEIVER . . . . . . . . . . . . . . . . . . . . . 50
     17.7 WAIVER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
     17.8 APPLICATION OF FUNDS  . . . . . . . . . . . . . . . . . . . . . . 50
     17.9 IMPOUNDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 18 
LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT . . . . . . . . . . . . . . . . . 51

ARTICLE 19

                                    (iii)

<PAGE>

LEGAL REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

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

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

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

ARTICLE 23 
SUBLETTING AND ASSIGNMENT  . . . . . . . . . . . . . . . . . . . . . . . . 54
     23.1 PROHIBITION AGAINST ASSIGNMENT . . . . . . . . . . . . . . . . . 54
     23.2 SUBLEASES  . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
     23.3 TRANSFERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     23.4 REIT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . 56
     23.5 RIGHT OF FIRST OFFER OF LANDLORD TO ACQUIRE LEASEHOLD  . . . . . 57
     23.6 BANKRUPTCY LIMITATIONS . . . . . . . . . . . . . . . . . . . . . 57
     23.7 MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE 24 
OFFICER'S CERTIFICATES AND OTHER STATEMENTS  . . . . . . . . . . . . . . . 59
     24.1 OFFICER'S CERTIFICATES . . . . . . . . . . . . . . . . . . . . . 59
     24.2 ENVIRONMENTAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 60

ARTICLE 25 
LANDLORD MORTGAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
     25.1 LANDLORD MAY GRANT LIENS . . . . . . . . . . . . . . . . . . . . 60
     25.2 TENANT'S NON-DISTURBANCE RIGHTS  . . . . . . . . . . . . . . . . 61
     25.3 FACILITY MORTGAGE PROTECTION . . . . . . . . . . . . . . . . . . 61

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

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

ARTICLE 28

                                    (iv)

<PAGE>

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

Exhibits

Exhibit A -    Legal Description of the Land 
Exhibit B -    Schedule of Improvements 
Exhibit C -    Other Leased Property 
Exhibit D -    Pledge Agreement 
Exhibit E -    Intentionally Omitted 
Exhibit F -    Schedule of Capital Improvements 
Exhibit G -    Golf Percentage Rent Schedule 
Exhibit H -    Quarterly Allocations of Food and Beverage Revenue, 
               Merchandise Revenue and Gross Golf Revenue



                                     (v)

<PAGE>

                                                      The Links at Polo Trace
                                                                 Delray Beach
                                                            Palm Beach County
                                                                      Florida

                                        LEASE

          THIS LEASE (this "Lease"), dated as of July ___, 1998, is entered 
into by and between GOLF TRUST OF AMERICA, L.P., a Delaware limited 
partnership ("Landlord"), and EMERALD DUNES--POLO TRACE, INC., a Florida 
corporation ("Tenant").

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

          A.   Pursuant to that certain Purchase and Sale Agreement (the 
"Agreement") dated as of May 28, 1998 by and between Landlord and Polo Trace 
Management, Inc., a Florida corporation ("Transferor"), Transferor 
transferred to Landlord all of its right, title and interest in and to the 
Property (as hereafter defined); and

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

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

                                     ARTICLE 1                                
   LEASED PROPERTY

          Upon and subject to the terms and conditions set forth in this 
Lease, Landlord leases to Tenant and Tenant leases from Landlord all of 
Landlord's rights and interest (to the extent acquired from Transferor) in 
and to the following real property, improvements, personal property and 
related rights (collectively the "Property"):

          (a) the Land;

          (b) the Improvements;

                                     1

<PAGE>

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

          (d) the Tangible Personal Property; and

          (e)  the Intangible Personal Property.

                                     ARTICLE 2                          
                        DEFINITIONS, RULES OF CONSTRUCTION

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

          "AAA" has the meaning provided in Section 27.1.

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

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

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

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

          "AGREEMENT" has the meaning provided in Recital A.

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

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

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

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

                                     2

<PAGE>

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

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

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

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

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

          "CAPITAL EXPENDITURES" shall mean items which are properly 
capitalized in accordance with GAAP.

          "CAPITAL IMPROVEMENTS"  has the meaning provided in Section 12.3.

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

          "CAPITAL REPLACEMENT RESERVE" means, beginning on the earlier of 
the commencement of the third (3rd) Fiscal Year or when the Initial 
Improvement Funding has been fully advanced, on an annual basis, the greater 
of (i) an amount equal to 3% of each Fiscal Quarter's Gross Golf Revenue, to 
be accrued monthly by Landlord as part of the Capital Replacement Fund, as 
provided in Section 12.4 hereof, based on the Officer's Certificate, or (ii) 
Ninety Thousand Dollars ($90,000).  In no event shall the amount in the 
Capital Replacement Reserve exceed Five Hundred Thousand Dollars ($500,000), 
which amount shall be increased every ten (10) years by the change in the CPI 
for such ten (10) year period.

          "CHANGE OF CONTROL" means:

          (a)  the issuance and/or sale by Tenant or the sale by any 
stockholder of Tenant of a Controlling interest in Tenant to a Person other 
than to a Person that is an Affiliate of Tenant as of the date hereof, 
exclusive of transfers to spouse and lineal descendants of any stockholder of 
Tenant as well as any trust created for estate planning purposes where such 
stockholder and/or spouses and lineal descendants are beneficiaries; 

                                     3

<PAGE>

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

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

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

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

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

          "COMMENCEMENT DATE" means the date hereof.

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

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

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

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

                                     4

<PAGE>

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

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

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

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

          "EXPIRATION DATE" means the date that is the last day of the 
fortieth (40th) full Fiscal Quarter following the Commencement Date, as such 
date may be extended by the Extended Term.

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

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

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

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

          "FISCAL YEAR" means the twelve-month period from the first day of 
the first Fiscal Quarter commencing after the Commencement Date to the last 
day of the fourth Fiscal Quarter

                                     5

<PAGE>

commencing after the Commencement Date, and each twelve-month period 
thereafter, for the remainder of the Lease Term.

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

          "FOOD AND BEVERAGE PERCENTAGE RENT" means 10% of the positive 
difference, if any, between (x) the Food and Beverage Revenue during the 
applicable Fiscal Year and (y) Three Hundred Fifty Thousand Dollars 
($350,000). Food and Beverage Percentage Rent is calculated on a Fiscal 
Quarter basis, and on a cumulative basis for each Fiscal Year, based on the 
quarterly allocation set forth on EXHIBIT H attached hereto.

          "FOOD AND BEVERAGE REVENUE" means all revenue received (whether 
by Tenant or any subtenants, assignees, concessionaires or licensees) from 
or by reason of the Property relating to (i) the operation of snack bars, 
restaurants, bars, catering functions, and banquet operations (except to 
the extent of any hotel referral or commission fees payable to any hotel 
or other third party unrelated to Tenant or any Affiliate of Tenant); 
PROVIDED, HOWEVER, that Food and Beverage Revenue shall not include:

          (a)  The amount of any city, county, state or federal sales,  
admissions, usage, or excise tax on the item included in Food and Beverage  
Revenue, which is both added to or incorporated in the selling price and 
paid to the taxing authority by Tenant; and

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

          "FULL REPLACEMENT COST" means the actual replacement cost from time 
to time of the improvement being insured,

                                     6

<PAGE>

including the increased cost of a construction endorsement, less exclusions 
provided in the fire insurance policy.

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

          "GOLF PERCENTAGE RENT" means the positive difference, if any, 
between (x) the Gross Golf Revenue during the applicable Fiscal Year and (y) 
Two Million Eight Hundred Fifty Thousand Dollars ($2,850,000), and multiplied 
by the percentage opposite the relevant year set forth on EXHIBIT G attached 
hereto. Golf Percentage Rent is calculated on a Fiscal Quarter basis, and on 
a cumulative basis for each Fiscal Year, based on the quarterly allocation 
set forth on EXHIBIT H attached hereto.

          "GROSS GOLF REVENUE" means all revenues accrued (whether by 
Tenant or any subtenants, assignees, concessionaires or licensees) from or by 
reason of the operation of the golf operations at the Property calculated in 
accordance with GAAP (but excluding reasonable reserves for refunds, 
allowances and bad debts applicable to such operations), including, without 
limitation, (i) revenues from membership initiation fees, (ii) periodic 
membership dues, (iii) greens fees (except to the extent of any hotel 
referral or commission fees payable to any hotel or other third party 
unrelated to Tenant or any Affiliate of Tenant), (iv) fees to reserve a tee 
time, (v) guest fees, (vi) golf cart rentals, (vii) parking lot fees, (viii) 
locker rentals, (ix) fees for golf club storage, (x) fees for the use of 
swim, tennis or other facilities, (xi) charges for range balls, range fees or 
other fees for golf practice facilities, (xii) fees or other charges paid for 
golf or tennis lessons (except where retained by or paid to a USTA or PGA 
professional in accordance with historical practice at the Property), (xiii) 
fees or other charges for fitness centers, (xiv) forfeited deposits with 
respect to any membership application, (xv) transfer fees imposed on any 
member in connection with the transfer of any membership interest, (xvi) fees 
or other charges paid to Tenant by sponsors of golf tournaments at the 
Property (unless the terms under which Tenant is paid by such sponsor do not 
comply with Section 23.4, in which event the gross revenues received from 
such sponsor for the tournament shall be excluded from Gross Golf Revenue and 
further provided that Tenant shall use commercially reasonable efforts to 
structure such payment to comply with Section 23.4), (xvii) advertising or 
placement fees paid by vendors in exchange for exclusive use or name rights 
at the Property, and (xviii) fees received in connection with any golf 
package sponsored by any hotel group, condominium group, golf association, 
travel agency, tourist or travel association or similar payments; PROVIDED, 
HOWEVER, that Gross Golf Revenue shall not include:

          (a)   The ProLink commissions received or payments to ProLink for 
the usage of the ProLink systems which are

                                     7

<PAGE>

collected from golfers and remitted to ProLink and which would otherwise be 
included in Gross Golf Revenue.

          (b)  The amount of any city, county, state 
or federal sales, admissions, usage, or excise tax on the item included in 
Gross Golf Revenue, which is both added to or incorporated in the selling 
price and paid to the taxing authority by Tenant; and

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

          "GROSS REVENUE" means the sum of Gross Golf Revenue, Food and 
Beverage Revenue and Merchandise Revenue for the applicable period.

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

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

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

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

          "IMPOSITIONS" means collectively:

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

                                     8

<PAGE>

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

               (c)  excises;

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

               (e)  all other governmental charges;

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

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

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

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

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

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

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

          "INITIAL BASE RENT" means (i) from the Commencement Date through 
December 31, 1998, $               , and (ii)               thereafter, 
(subject to adjustment as provided in Section 4.2). 

                                     9

<PAGE>

          "INITIAL IMPROVEMENT FUNDING" has the meaning provided in 
Section 12.3

          "INITIAL TERM" means the period of time from the Commencement Date 
through the last day of the fortieth (40th) full Fiscal Quarter following the 
Commencement Date.

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

          "INVENTORY" shall mean the merchandise located in any pro shop or 
similar facility and held for sale in the ordinary course of Transferor's 
business.

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

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

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

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

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

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

          "LEGAL REQUIREMENTS" means all federal, state, county, municipal 
and other governmental statutes, laws (including the Americans with 
Disabilities Act and any Environmental Laws), rules, orders, regulations, 
ordinances, judgments, decrees and injunctions affecting either the Property 
or the construction, use or alteration thereof, whether now or hereafter 
enacted

                                    10

<PAGE>

and in force, including any which may (i) require repairs, modifications, or 
alterations in or to the Property; (ii) in any way adversely affect the use 
and enjoyment thereof, and all permits, licenses and authorizations and 
regulations relating thereto, and all covenants, agreements, restrictions and 
encumbrances contained in any instruments, either of record or known to 
Tenant (other than encumbrances created by Landlord without the consent of 
Tenant), at any time in force affecting the Property; or (iii) require the 
cleanup or other treatment of any Hazardous Material.

          "MERCHANDISE PERCENTAGE RENT" means 10% of the positive difference, 
if any, between (x) the Merchandise Revenue during the applicable Fiscal Year 
and (y) Two Hundred Fifty Thousand Dollars ($250,000). 

          "MERCHANDISE REVENUE" means all revenue received (whether by Tenant 
or any subtenants, assignees, concessionaires or licensees) from or by reason 
of the Property relating to the sale of merchandise and inventory on the 
Property (except to the extent of any hotel referral or commission fees 
payable to any hotel or other third party unrelated to Tenant or any 
Affiliate of Tenant); PROVIDED, HOWEVER, that Merchandise Revenue shall not 
include:

          (a)  The amount of any city, county, state or federal sales,      
admissions, usage, or excise tax on the item included in Merchandise      
Revenue, which is both added to or incorporated in the selling price and      
paid to the taxing authority by Tenant; and

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

          "NET OPERATING INCOME FOR PURPOSES OF COVERAGE RATIO" shall be 
defined as:

          (1)  Gross Revenue; less cost of sales; reduced by 

          (2)  Gross operating expenses of the Property for the then-current 
Fiscal year (calculated in accordance with GAAP), which shall include, the 
Capital Replacement Reserve payable for that Fiscal Year, if any, and which 
shall exclude the rent due pursuant to the Lease and the sales tax thereon; 
increased by

          (3)  the following items (a) lessee-shareholder related expenses 
(if any), (b) depreciation, (c) equipment lease

                                    11

<PAGE>

payments as interest and depreciation equivalents, and (d) interest (if any). 

          An example of Net Operating Income for Purposes of Coverage Ratio 
is set forth on schedule K-1 attached as an exhibit to the Pledge Agreement.  

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

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

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

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

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

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

          "PERCENTAGE RENT" means the sum of Golf Percentage Rent, Food and 
Beverage Percentage Rent and Merchandise Percentage Rent.

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

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

               (b)  any entity affiliated with an entity acquiring from an 
Affiliate of Tenant its resort and related operations located at or adjacent 
to the Property, and provided Landlord has approved such assignee in its 
reasonable discretion, based on, among other things, the proposed assignee's 
reputation and experience in owning, operating and managing golf courses 
similar in type to the 

                                    12

<PAGE>

Property and the proposed assignee's net worth and financial resources; and 

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

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

          "PLEDGE AGREEMENT" means that certain First Amended and Restated 
Pledge Agreement dated as of the date of this Lease, by and between Pledgor 
and Landlord, in the form attached hereto as EXHIBIT D.

          "PLEDGED OWNER'S SHARES" means the Owner's Shares pledged pursuant 
to the Pledge Agreement.

          "PLEDGOR" means Okeechobee Championship Golf, Inc., a Florida 
corporation and an affiliate of Tenant.

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

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

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

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

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

          "REVENUES" means the sum of Gross Golf Revenue, Food and Beverage 
Revenue and Merchandise Revenue.                                            

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

                                    13

<PAGE>

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

          "TENANT" means Emerald Dunes--Polo Trace, Inc., a Florida 
corporation and any successor thereto, or assignee thereof, as permitted by 
the terms of this Lease.

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

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

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

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

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

          "TERMINATION PAYMENT" means, if at any time during the Initial 
Term, Net Operating Income for Purposes of Coverage Ratio did not equal or 
exceed one hundred and thirteen and one-half percent (113.5%) of Rent due 
under this Lease, the collateral pledged under the Pledge Agreement, on a 
pro-rata basis.  An example of the calculation of the Termination Payment is 
set forth on Exhibit D-2 to the Pledge Agreement.

          "TRANSFEROR" has the meaning provided in Recital A.

          "TRUSTEE" has the meaning provided in Section 23.6.

          "UNAVOIDABLE DELAYS" means delays due to strikes, lockouts, power 
failure, acts of God, governmental restrictions, enemy action, civil 
commotion, fire, unavoidable casualty or

                                    14

<PAGE>

other causes beyond the control of the party responsible for performing an 
obligation hereunder, PROVIDED THAT lack of funds shall not be deemed a cause 
beyond the control of either party hereto unless such lack of funds is caused 
by the failure of the other party hereto to perform any obligations of such 
party under this Lease.

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

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

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

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

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

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

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

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


                                     ARTICLE 3
                                       TERM

          3.1  INITIAL TERM.  The Initial Term shall commence on the 
Commencement Date and shall terminate on the last day of the fortieth (40th) 
full Fiscal Quarter following the Commencement Date. 


                                    15

<PAGE>

          3.2  EXTENSION OPTIONS.  Landlord grants Tenant the right to extend 
the Initial Term of this Lease two (2) consecutive times for a period of five 
(5) years each (such extension, an "Extended Term").

          Tenant may exercise its option for an Extended Term solely by 
giving written notice at least one hundred eighty (180) days prior to the 
termination of the then-current term.  Tenant shall be entitled to exercise 
these options only if at the time of the giving of such notice, Tenant is 
then the lessee of the Property pursuant to this Lease, and at the time of 
the commencement of the applicable Extended Term no Event of Default shall 
then exist beyond any applicable cure period.  During each Extended Term, all 
of the terms and conditions of this Lease shall continue in full force and 
effect, as the same may be amended, supplemented or modified.

          3.3  RIGHT OF FIRST OFFER TO LEASE.  Upon the expiration of the 
Initial Term and provided that Tenant has exercised the Extended Term and no 
Event of Default then exists beyond any applicable notice and cure period, 
Tenant shall have a right of first offer ("Tenant's Right of First Offer to 
Lease") to lease the Property upon the same terms and conditions as Landlord, 
at its election, intends to offer to lease the Property to a third party.  
Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease 
only if at the time of the giving of such notice and at the time of the 
commencement of the applicable term no Event of Default shall then exist and 
only if Landlord elects to lease the Property at the expiration of the Lease 
Term.  Not more than nine (9) months and not less than three (3) months prior 
to the expiration of the Lease Term, Landlord shall, if applicable, give 
Tenant written notice of its intent to lease the Property and shall indicate 
the terms and conditions upon which Landlord intends to lease the Property.  
Tenant shall thereafter have a period of thirty (30) days to elect by 
unequivocal written notice to Landlord to lease the Property on the same 
terms and conditions as Landlord intends to offer to a third party; provided 
prior to Tenant's acceptance Landlord shall retain the right to elect not to 
lease the Property by giving Tenant written notice thereof.  If Tenant elects 
not to lease the Property, then Landlord shall be free to lease the Property 
to a third party.  However, if the Base Rent for such proposed lease is 
reduced by five percent (5%) or more as compared to the Base Rent included in 
the lease that Tenant rejected, then Landlord shall again offer Tenant the 
right to acquire the Property upon the same terms and conditions, provided 
that Tenant shall have only fifteen (15) days to accept such offer.

                                    16

<PAGE>

                                     ARTICLE 4
                                       RENT

          4.1  RENT.  Tenant will pay to Landlord, in lawful money of the 
United States of America, Rent during the Initial Term or any Extended Term.  
Payments of Base Rent shall be paid monthly, on the twenty-fifth (25th) day 
of each month in arrears, at Landlord's address set forth in Section 28.10 or 
at such other place or to such other Person as Landlord from time to time may 
designate in writing.  The first monthly installment shall be prorated as to 
any partial month.  If any payment owing hereunder shall otherwise be due on 
a day that is not a Business Day, such payment shall be due on the next 
succeeding Business Day.  Tenant shall receive a credit against Rent (or be 
paid directly, at Landlord's option) for any operating expense credits or 
operating revenues credited to Landlord pursuant to the Agreement which are 
applicable to any period in the Lease Term (E.G., credit for real property 
taxes, membership dues, sublease rents, etc.) and conversely Tenant shall 
reimburse Landlord for any operating expenses paid for by Landlord pursuant 
to the Agreement which are the responsibility of Tenant hereunder. 

          4.2  INCREASE IN INITIAL BASE RENT.  Beginning on the first (1st) 
day of the first (1st) Fiscal Quarter commencing after the one (1) year 
anniversary of the Commencement Date, and on the first (1st) day of each 
Fiscal Year thereafter for the remainder of the Lease Term, Annual Base Rent 
will increase by the lesser of (i) three percent (3%) of the Annual Base Rent 
payable for the immediately preceding year, or (ii) two hundred percent 
(200%) of the change in CPI from the immediately preceding Fiscal Year (the 
"Base Rent Escalator").

          4.3  PERCENTAGE RENT.  In addition to Base Rent, Tenant shall pay 
Percentage Rent as provided herein.  During the Initial Term and the Extended 
Term, Tenant shall calculate the Revenues for each Fiscal Quarter (or shorter 
period, if applicable) within twenty (20) days of the end of such Fiscal 
Quarter (or shorter period, if applicable) and submit such calculations in 
writing to Landlord by way of an Officer's Certificate.  If there is due any 
Percentage Rent for that Fiscal Quarter (or shorter period, if applicable), 
then Tenant shall pay to Landlord the applicable Percentage Rent, upon 
submittal of the Officer's Certificate.  The Percentage Rent payable in any 
period in any Fiscal Year shall be adjusted to reflect the Percentage Rent 
paid on a year-to-date cumulative basis for the Fiscal Year (pro rated for 
any partial periods) and the limits set forth in the next two sentences on a 
pro rated basis.  The increase in Rent payable during any Fiscal Year shall 
be limited to seven percent (7%) of the Rent payable for the prior Fiscal 
Year.  Tenant shall receive a credit against the payment of Percentage Rent 
in an amount

                                    17

<PAGE>

equal to the increase in the Base Rent over the Initial Base Rent. 

          4.4  ANNUAL RECONCILIATION OF PERCENTAGE RENT.  Within sixty (60) 
days after the end of each Fiscal Year, or after the expiration or 
termination of this Lease, Tenant shall deliver to Landlord an Officer's 
Certificate setting forth (i) the Revenues for the Fiscal Year just ended, 
and (ii) a comparison of the amount of any Percentage Rent actually paid 
during such Fiscal Year versus the amount of Percentage Rent actually owing 
on the basis of the annual calculation of the Revenues.  If the Percentage 
Rent for such Fiscal Year exceeds the sum of the quarterly payments of 
Percentage Rent previously paid by Tenant, Tenant shall pay such deficiency 
to Landlord along with such Officer's Certificate.  If the Percentage Rent 
for such Fiscal Year is less than the amount of Percentage Rent previously 
paid by Tenant, Landlord shall, at Landlord's option, either (i) remit to 
Tenant its check in an amount equal to such difference, or (ii) grant Tenant 
a credit against the payment of Rent next coming due.  Landlord shall have 
the right to audit all of Tenant's business operations at the Property so as 
to determine the calculation of Percentage Rent as provided in Section 12.6.  
For the purposes of this Section 4.4 and Section 4.3 above, each of the 
Revenues and each Percentage Rent shall be calculated individually. 

          4.5  INCREASE IN BASE RENT FOR CAPITAL IMPROVEMENTS.  At the end of 
each Fiscal Quarter, Landlord shall calculate the amount (the "Quarterly 
Capital Expenditure"), if any, funded to Tenant for construction of Capital 
Improvements pursuant to Section 12.3, and provide notice to Tenant of the 
Quarterly Capital Expenditure.  Effective as of the due date of the next 
monthly installment of Annual Base Rent, Annual Base Rent shall increase by 
an amount equal to nine and five-tenths percent (9.5%) of the Quarterly 
Capital Expenditure. Notwithstanding the foregoing, if Landlord funds 
Quarterly Capital Expenditures not paid for or reimbursed by third parties 
related to the relocation of hole number 11 and the related changes to holes 
12, 16 and 17, or the items addressed in Section 3 of Exhibit J to the 
Agreement, then only fifty percent (50%) of such Quarterly Capital 
Expenditures shall increase the Annual Base Rent.

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

          4.7  ADDITIONAL CHARGES.  In addition to the Base Rent and 
Percentage Rent, (a) Tenant shall also pay and discharge when due and payable 
all other amounts, liabilities, obligations and

                                    18

<PAGE>

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

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

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

                                    19

<PAGE>

on the earlier of the commencement of the third (3rd) Fiscal Year or when the 
Initial Improvement Funding has been fully advanced, Tenant shall pay to 
Landlord on a monthly basis along with Base Rent, as additional rent, an 
amount equal to one-twelfth (1/12) of the Capital Replacement Reserve.  Such 
amounts shall be subject to reconciliation at the end of each Fiscal Quarter 
and at the end of each Fiscal Year.

                                     ARTICLE 5
                                 SECURITY DEPOSIT

          5.1  PLEDGE OF OWNER'S SHARES.  Within sixty (60) days after the 
Commencement Date, Tenant shall cause the Pledge Agreement to be executed for 
the benefit of Landlord.  

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

          5.3  LANDLORD'S LIEN.  To the fullest extent permitted by 
applicable law, Landlord is granted a lien and security interest on all of 
Tenant's personal property now or hereafter located on the Property, and such 
lien and security interest shall remain attached to Tenant's personal 
property until payment in full of all Rent and satisfaction of all of 
Tenant's obligations hereunder; provided, however, Landlord shall subordinate 
its lien and security interest only to that of any third party lender or 
seller which finances Tenant's personal property or any lessor that leases 
personal property to Tenant, the terms and conditions of such subordination 
to be satisfactory to Landlord in its reasonable discretion.  Tenant shall, 
upon the request of Landlord, execute such financing statements or other 
documents or instruments reasonably requested by Landlord to perfect the lien 
and security interests herein granted.

          5.4  TERMINATION PAYMENT.  On the Expiration Date, unless each 
option for an Extended Term is exercised, Tenant

                                    20

<PAGE>

shall pay to Landlord the Termination Payment, if any, which shall be payable 
solely from the proceeds of the Security Fund.  For purposes of calculating 
the Termination Payment, the Owner's Shares shall have a value deemed to 
equal the average closing share price of common stock of Golf Trust of 
America, Inc. for the five (5) day period prior to the Expiration Date.

                                     ARTICLE 6
                                    IMPOSITIONS

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

          6.2  INFORMATION AND REPORTING.  Landlord shall give prompt notice 
to Tenant of all Impositions payable by Tenant hereunder of which Landlord at 
any time has actual knowledge, but Landlord's failure to give any such notice 
shall in no way diminish Tenant's obligations hereunder to pay such 
Impositions. Landlord and Tenant shall, upon reasonable request of the other, 
provide such data as is maintained by the party to whom the request is made 
with respect to the Property as may be necessary to prepare any required 
returns and reports. In the event any applicable governmental authorities 
classify any property covered by this Lease as personal property, Tenant 
shall file all personal property tax returns in such jurisdictions where it 
must legally so file.  Each party, to the extent it possesses the same, will 
provide the other party, upon reasonable request, with cost and depreciation 
records necessary for filing returns for any property so classified as 
personal property.

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

                                    21

<PAGE>

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

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

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

                                     ARTICLE 7
                                   TENANT WAIVERS

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

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

          (b)  the lawful or unlawful prohibition of, or restriction upon, 
     Tenant's use of the Property, or any portion thereof, the interference 
     with such use by any Person, or by reason of eviction by paramount title;

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

                                            22

<PAGE>

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

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

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

          7.2  CONDITION OF THE PROPERTY.  Subject to Section 12.3 hereof, 
Tenant acknowledges receipt and delivery of possession of the Property and 
that Tenant has examined and otherwise has knowledge of the condition of the 
Property prior to the execution and delivery of this Lease and has found the 
same to be in good order and repair and satisfactory for its purposes 
hereunder.  Landlord hereby represents and warrants to Tenant that Landlord 
has made available to Tenant or an Affiliate of Tenant all information in 
Landlord's possession regarding the condition of the Property prior to the 
date hereof.  Regardless, however, of any inspection made by Tenant of the 
Property and whether or not any patent or latent defect or condition was 
revealed or discovered thereby, subject to Section 12.3 hereof, Tenant is 
leasing the Property "as is" in its present condition.  Subject to Section 
12.3 hereof, Tenant waives and releases any claim or cause of action against 
Landlord with respect to the condition of the Property including any defects 
or adverse conditions latent or patent, matured or unmatured, known or 
unknown by Tenant or Landlord as of the date hereof. TENANT ACKNOWLEDGES THAT 
LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS 
NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY 
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, 
INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR 
CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL 
OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, 
(iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH 
SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) 
MERCHANTABILITY, (xi)

                                       23

<PAGE>

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

          Tenant represents to Landlord that Tenant has examined the title to 
the Property prior to the execution and delivery of this Lease and has found 
the same to be satisfactory for the purposes contemplated hereby.  Tenant 
acknowledges that fee simple title, except where the Property is held under a 
ground lease, (both legal and equitable) is in Landlord and that Tenant has 
only the leasehold right of possession and use of the Property as provided 
herein. 

                                     ARTICLE 8
                      OWNERSHIP OF TANGIBLE PERSONAL PROPERTY

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

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

                                      24

<PAGE>

termination of the Lease.  If any of such Tangible Personal Property is 
stored away from the Property, Tenant will provide Landlord with proper 
access to the storage facility.

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

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

                                     ARTICLE 9
                                  USE OF PROPERTY

          9.1  USE.  After the Commencement Date and during the Term, Tenant 
shall use or cause to be used the Property and the improvements thereon for 
its Primary Intended Use.  Tenant shall not use the Property or any portion 
thereof for any other use without the prior written consent of Landlord, in 
Landlord's absolute discretion.  No use shall be made or permitted to be made 
of the Property, and no acts shall be done, which will cause the cancellation 
of any insurance policy covering the Property or any part thereof, nor shall 
Tenant sell or otherwise provide to patrons, or permit to be kept, used or 
sold in or about the Property any article which may be prohibited by law or 
by the standard form of fire insurance policies, or any other insurance 
policies required to be carried hereunder, or fire underwriters regulations.  
Tenant shall, at its sole cost, comply with all of the requirements 
pertaining to the Property or other improvements of any insurance board, 
association, organization or company necessary for the maintenance of 
insurance, as herein provided, covering the Property and Tenant's Personal 
Property.

          9.2  SPECIFIC PROHIBITED USES.  Tenant shall not use or occupy or 
permit the Property to be used or occupied, nor do or permit anything to be 
done in or on the Property, in a manner which would (i) violate or fail to 
comply with any law, rule or regulation or Legal Requirement, (ii) subject to 
Article 11, cause structural injury to any of the Improvements or (iii) 
constitute a public or private nuisance or waste.  Tenant shall not allow any 
Hazardous Material to be located in, on or under

                                         25

<PAGE>

the Property, or any adjacent property, or incorporated in the Property or 
any improvements thereon except in compliance with applicable law (including 
any Environmental Laws).  Tenant shall not allow the Property to be used as a 
landfill or a waste disposal site, or a manufacturing, distribution or 
disposal facility for any Hazardous Materials. Tenant shall neither suffer 
nor permit the Property or any portion thereof, including Tenant's Personal 
Property, to be used in such a manner as (i) might reasonably tend to impair 
Landlord's title thereto or to any portion thereof, or (ii) may reasonably 
make possible a claim or claims of adverse usage or adverse possession by the 
public, as such, or of implied dedication of the Property or any portion 
thereof, or (iii) is in material violation of any applicable Environmental 
Law.

          9.3  MEMBERSHIP SALES.  Tenant shall not sell and/or classify or 
reclassify memberships, or set initiation fees, dues and other charges or 
materially increase or decrease the number of memberships available at the 
Property, except as approved by Landlord, in Landlord's reasonable discretion.

          9.4  LANDLORD TO GRANT EASEMENTS, ETC.  Landlord shall, from time 
to time so long as no Event of Default has occurred and is continuing, at the 
request of Tenant and at Tenant's cost and expense (but subject to the 
approval of Landlord, which approval shall not be unreasonably withheld or 
delayed):  (i) grant easements and other rights in the nature of easements; 
(ii) release existing easements or other rights in the nature of easements 
which are for the benefit of the Property; (iii) dedicate or transfer 
unimproved portions of the Property for road, highway or other public 
purposes; (iv) execute petitions to have the Property annexed to any 
municipal corporation or utility district; (v) execute amendments to any 
covenants and restrictions affecting the Property; and (vi) execute and 
deliver to any person any instrument appropriate to confirm or effect such 
grants, releases, dedications and transfers (to the extent of its interest in 
the Property), but only upon delivery to Landlord of an Officer's Certificate 
(which Officer's Certificate, if contested by Landlord, shall not be binding 
on Landlord) stating that such grant, release, dedication, transfer, petition 
or amendment is not detrimental to the proper conduct of the business of 
Tenant on the Property and does not reduce its value or usefulness for the 
Primary Intended Use.  Except for the conveyances and transfers contemplated 
in the Fourth Amendment to the Joint Development Agreement, by and among K. 
Hovnanian at Polo Trace, Inc., Polo Trace Country Club, Inc. and Polo Trace 
Management, Inc., dated December 24, 1996, Landlord shall not grant, release, 
dedicate or execute any of the foregoing items in this Section 9.4 without 
obtaining Tenant's approval, which approval shall not be unreasonably 
withheld or delayed.

          9.5  TENANT'S ADDITIONAL COVENANTS.  Tenant shall (a) join the
Advisory Association and cooperate in the activities of

                                       26

<PAGE>

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

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

                                     ARTICLE 10
                                HAZARDOUS MATERIALS


          Except as specifically set forth in the Phase I Environmental Site 
Assessment dated June 12, 1998, as supplemented by letter addendum June 26, 
1998, prepared by Dames and Moore ("Environmental Report"), Tenant hereby 
covenants to Landlord as follows:

          10.1 REMEDIATION.  If Tenant becomes aware of the presence of any 
Hazardous Material in a quantity sufficient to require remediation or 
reporting under any Environmental Law in, on or under the Property or if 
Tenant, Landlord, or the Property becomes subject to any order of any 
federal, state or local agency to investigate, remove, remediate, repair, 
close, detoxify, decontaminate or otherwise clean up the Property, Tenant 
shall, at its sole expense, but subject to the last sentence of Section 10.2, 
carry out and complete any required investigation, removal, remediation, 
repair, closure, detoxification, decontamination or other cleanup of the 
Property.  If Tenant fails to implement and diligently pursue any such 
repair, closure, detoxification, decontamination or other cleanup of the 
Property in a timely manner, Landlord shall have the

                                        27

<PAGE>

right, but not the obligation, to carry out such action and to recover its 
costs and expenses therefor from Tenant as Additional Charges.

          10.2 TENANT'S INDEMNIFICATION OF LANDLORD.  Tenant shall pay, 
protect, indemnify, save, hold harmless and defend Landlord, the Company, 
Affiliates of the Company and Landlord (including, without limitation, their 
respective officers, directors and controlling persons), and any Facility 
Mortgagee from and against all liabilities, obligations, claims, damages 
(including punitive or consequential damages), penalties, causes of action, 
demands, judgments, costs and expenses (including reasonable attorneys' fees 
and expenses), to the extent permitted by law, imposed upon or incurred by or 
asserted against Landlord or the Property by reason of any Environmental Law 
(irrespective of whether there has occurred any violation of any 
Environmental Law) in respect of the Property howsoever arising, without 
regard to fault on the part of Tenant, including (a) liability for response 
costs and for costs of removal and remedial action incurred by the United 
States Government, any state or local governmental unit to any other Person, 
or damages from injury to or destruction or loss of natural resources, 
including the reasonable costs of assessing such injury, destruction or loss, 
incurred pursuant to any Environmental Law, (b) liability for costs and 
expenses of abatement, investigation, removal, remediation, correction or 
clean-up, fines, damages, response costs or penalties which arise from the 
provisions of any Environmental Law, or (c) liability for personal injury or 
property damage arising under any statutory or common-law tort theory, 
including damages assessed for the maintenance of a public or private 
nuisance or for carrying on of a dangerous activity.  Notwithstanding the 
foregoing or any other provision of this Lease (including, without 
limitation, Section 7.2, Section 10.4 and Article 23), Tenant shall not be 
liable, or otherwise be required to indemnify Landlord or the Company or any 
Affiliates of the Company, or incur any costs in connection with, (i) any 
environmental conditions that are disclosed in the Environmental Reports, 
(ii) any matters or events that existed before the Commencement Date that are 
not exacerbated as a result of the willful misconduct or gross negligence of 
Tenant, (iii) any matters or events that arise after the Commencement Date 
that are not caused by any act or omission on the part of Tenant, or (iv) any 
matters or events that arise after the Commencement Date that are directly 
caused by a breach by Landlord of the terms of this Lease.  In the event 
Tenant and Landlord disagree whether an environmental condition was caused by 
an act or omission on the part of the Tenant, the matter shall be submitted 
to arbitration as provided in Section 27.1.

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

                                       28

<PAGE>

          10.4 ENVIRONMENTAL VIOLATIONS AT EXPIRATION OR TERMINATION OF 
LEASE. Notwithstanding any other provision of this Lease (except the last 
sentence of Section 10.2), if, at a time when the Term would otherwise 
terminate or expire, a violation of any Environmental Law has been asserted 
by Landlord and has not been resolved in a manner reasonably satisfactory to 
Landlord, or has been acknowledged by Tenant to exist or has been found to 
exist at the Property or has been asserted by any governmental authority and 
Tenant's failure to have completed all action required to correct, abate or 
remediate such a violation of any Environmental Law materially impairs the 
leasability of the Property upon the expiration of the Term, then, at the 
option of Landlord, the Term shall be automatically extended with respect to 
the Property beyond the date of termination or expiration and this Lease 
shall remain in full force and effect under the same terms and conditions 
beyond such date with respect to the Property until the earlier to occur of 
(i) the completion of all remedial action in accordance with applicable 
Environmental Laws or (ii) 12 months beyond such expiration or termination 
date; PROVIDED, that Tenant may, upon any such extension of the Term, 
terminate the Term by paying to Landlord such amount as is necessary in the 
reasonable judgment of Landlord to complete or perform such remedial action.

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                                     ARTICLE 11
                               MAINTENANCE AND REPAIR

          11.1 TENANT'S OBLIGATIONS.  Tenant, at its expense, will operate 
and maintain the Property in good order, repair and appearance (whether or 
not the need for such repairs occurs as a result of Tenant's use, any prior 
use, the elements or the age of the Property or any portion thereof) and in 
accordance with any applicable Legal Requirements, and, except as otherwise 
provided in Article 15, with reasonable promptness, make all necessary and 
appropriate repairs thereto of every kind and nature, whether interior or 
exterior, structural or non-structural, ordinary or extraordinary, foreseen 
or unforeseen or arising by reason of a condition existing prior to the 
Commencement Date (concealed or otherwise), except that Tenant shall have no 
obligation to make any capital improvements in connection with environmental 
conditions disclosed in the Environmental Reports (except to the extent such 
conditions are exacerbated by Tenant).  Tenant shall operate and maintain the 
Property in accordance with the operation and maintenance practices of the 
Property at the Commencement Date and otherwise in a manner comparable to 
other comparable golf course facilities in the vicinity of the Property.  
Landlord may consult with the Advisory Association from time to time with 
respect to Tenant's compliance with its maintenance and operation obligations 
under this Section 11.1, and Landlord and representatives of Advisory 
Association shall have the right from time to time to enter the Property for 
the purpose of inspecting the Property. If Landlord, in consultation with the 
Advisory Association, determines that Tenant has failed to comply with its 
maintenance and operation obligations under this Section 11.1, Landlord shall 
provide written notice to Tenant setting forth a list of remedial work and/or 
steps to be performed by Tenant.  Tenant shall promptly and diligently 
perform such remedial work and/or steps as recommended by Landlord, provided 
if Tenant objects to one or more of the remedial obligations proposed by 
Landlord, then the matter shall be submitted to the dispute resolution 
procedure set forth in Section 12.7. Tenant will not take or omit to take any 
action the taking or omission of which could reasonably be expected to impair 
the value or the usefulness of the Property or any part thereof for its 
Primary Intended Use.

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

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<PAGE>

permitted by law, the right to make repairs at the expense of Landlord 
pursuant to any law in effect at the time of the execution of this Lease or 
hereafter enacted.

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

          11.4 SURRENDER OF PROPERTY.  Unless the Lease shall have been 
terminated pursuant to the provisions of Article 15, Tenant shall, upon the 
expiration or prior termination of the Term, vacate and surrender the 
Property to Landlord in the condition in which the Property was originally 
received from Landlord, except as repaired, rebuilt, restored, altered or 
added to as permitted or required by the provisions of this Lease and except 
for ordinary wear and tear (subject to the obligation of Tenant to maintain 
the Property in good order and repair during the entire Term of the Lease).

                                     ARTICLE 12
          TENANT IMPROVEMENTS; SUBMITTAL OF BUDGETS; FINANCIAL STATEMENTS

          12.1 TENANT'S RIGHT TO CONSTRUCT.  Subject to the prior written 
approval of Landlord in its reasonable discretion, during the Lease Term 
Tenant may make alterations, additions, changes and/or improvements to the 
Property (individually, a "Tenant Improvement," and collectively, "Tenant 
Improvements"). Any such Tenant Improvement shall be made at Tenant's sole 
expense, except for the Capital Improvements, and shall become the property 
of Landlord upon termination of this Lease.  Unless made on an emergency 
basis to prevent injury to Person or property, Tenant will submit plans and 
specifications for any Tenant Improvements, in the form necessary for any 
required building permits, to Landlord for Landlord's prior written approval, 
which approval shall not to be unreasonably withheld or delayed.

          Upon approval by Landlord:

          (a)  Tenant shall diligently seek all governmental approvals and 
     any other necessary private approvals (E.G.,

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<PAGE>

     ground lessor, mortgagee, etc.) relating to the construction of any 
     Tenant Improvement; and

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

          (c)  Tenant shall not suffer or permit any mechanics' liens or any 
     other claims or demands arising from the work of construction of any 
     Tenant Improvement to be enforced against the Property or any part 
     thereof, and Tenant agrees to hold Landlord and the Property free and 
     harmless from all liability from any such liens, claims or demands, 
     together with all costs and expenses in connection therewith; and

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

          12.2 SCOPE OF RIGHT.  Subject to Section 11.1, at Tenant's cost and 
expense, Tenant shall have the right to:

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

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

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

          12.3 COOPERATION OF LANDLORD.  On the Commencement Date Landlord 
shall make available to Tenant the sum of Two Hundred Thousand Dollars 
($200,000) (the "Initial Improvements Funding") for capital improvements and 
certain other expense described in this Section 12.3 ("Capital 
Improvements").  Landlord shall also make available the amount necessary to 
enable Tenant to relocate hole number 11 and to make related changes to holes 
12, 16 and 17 and the items outlined in Section 3 of Exhibit J to the 
Agreement if and to the extent that the amounts paid for by such capital 
improvements are not paid for or reimbursed by third parties.  Tenant shall 
be responsible for securing bids and estimates for the work and for 
supervising such work and shall endeavor to ensure that the work is done in a 
timely manner and in a good and workman-like fashion.  Tenant shall not be 
entitled to any construction management or other fee in connection with the 
completion of the Capital Improvements.  An estimated schedule of the 
construction of the Capital Improvements is more particularly

                                     32

<PAGE>

described in EXHIBIT F attached hereto.  Prior to the disbursement of any 
funds for Capital Improvements, Tenant shall submit to Landlord for approval 
(i) plans and specifications for such Capital Improvements; (ii) a detailed 
budget for such Capital Improvements including the cost of permits and 
related items; and (iii) a construction schedule for such Capital 
Improvements.  Landlord's approval of such items shall be at its sole 
discretion, provided Landlord shall consult with Tenant in good faith prior 
to making any determination respecting the Capital Improvements.

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

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

          12.4 CAPITAL REPLACEMENT FUND.  Solely from the payment of 
additional rent received pursuant to Section 4.9 of this Lease, Landlord 
shall be obligated to accrue the Capital Replacement Reserve.  The Capital 
Replacement Reserve shall accrue quarterly based on the Officer's Certificate 
and shall be placed in the Capital Replacement Fund.  Amounts in the Capital 
Replacement Fund from time to time shall be deemed to accrue interest at a 
money market rate as reasonably determined by Landlord and such interest 
shall be credited to the Capital Replacement Fund.  Upon the written request 
by Tenant to Landlord stating the specific use to be made and subject to the 
approval of Landlord, the Capital Replacement Fund shall be made available to 
Tenant for Capital Expenditures; PROVIDED, HOWEVER, no portion of amounts 
credited to the Capital Replacement Fund shall be used to purchase property 
to the extent that doing so would cause Landlord to recognize income other 
than "rents from real property" as defined in Section 856(d) of the Code.  
Tenant shall have no rights with respect to any amounts in the Capital 
Replacement Fund except as provided herein.  Subject to Landlord's approval 
of the Capital Expenditures, Landlord shall make available to Tenant amounts 
from the Capital Replacement Fund under the following conditions:

                                      33

<PAGE>

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

          (b)  Tenant presents paid qualifying receipts for reimbursement, or 
     qualifying invoices for direct payment to the vendor; 

          (c)  Such expenditures are included in the Capital Budget submitted 
     to and approved by Landlord in accordance with Section 12.7; and  

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

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

          12.6 LANDLORD'S RIGHT TO AUDIT CALCULATION OF GROSS REVENUE. 
Landlord, at its own expense except as provided hereinbelow, shall have the 
right from time to time directly or though its accountants to audit the 
information set forth in the Officer's Certificate referred to in Section 4.4 
and in connection with such audits to examine Tenant's book and records with 
respect thereto (including supporting data, sales tax returns and Tenant's 
work papers).  If any such audit discloses a deficiency in the payment of 
Percentage Rent, Tenant shall forthwith pay to Landlord the amount of the 
deficiency as finally agreed or determined, together with interest at the 
Overdue Rate from the date when said payment should have been made to the 
date of payment thereof; PROVIDED, HOWEVER, that as to any audit that is 
commenced more than twelve (12) months after the date Gross Revenue for any 
Fiscal Year is reported by Tenant to Landlord in the Officer's Certificate, 
the deficiency, if any, with respect to such Gross Revenue shall bear 
interest as permitted herein only from the date such determination of 
deficiency is made unless such deficiency is the result of gross negligence 
or willful misconduct on the part of Tenant.  If any such audit discloses 
that the Gross Revenue actually received by Tenant for any Fiscal Year 
exceeds the Gross Revenue reported by Tenant in the Officer's Certificate by 
more than two percent (2%), then Tenant shall pay all reasonable costs of 
such audit and examination; provided Tenant shall have the right to submit 
the audit determination to arbitration in accordance with the procedures set 
forth in Article 27.  Landlord shall also have the right to review and audit 
from time to time Tenant's business 

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<PAGE>

operations including all books, records and financial statements of Tenant.  
Tenant shall promptly provide to Landlord copies of all such books, records, 
financial statements or any other documentation of Tenant's business 
operations reasonably requested by Landlord.

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

          (a)  Tenant's reasonable estimate of Gross Revenue (including 
membership dues, daily use fees and other sources of Gross Revenue) and other 
revenue for the forthcoming Fiscal Year itemized on schedules on a quarterly 
basis as approved by Landlord and Tenant, together with assumptions, in 
narrative form, forming the basis of such schedules.

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

          (c)  A monthly cash flow projection.

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

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

          Landlord shall have sixty (60) days after the date on which it 
receives the Annual Budget to review, approve or disapprove the Annual 
Budget. If the parties are not able to reach agreement on the Annual Budget 
for any Fiscal Year during Landlord's thirty (30) day review period, the 
parties shall attempt in good faith during the subsequent thirty (30) day 
period to resolve any disputes, which attempts shall include, if requested by 
either party, at least one (1) meeting of executive-level officers of 
Landlord and Tenant and one (1) meeting with the directors of the Advisory 
Association.  In the event the parties are still not able to reach agreement 
on the Annual Budget for any particular Fiscal Year after complying with the 
foregoing requirements of this Section 12.7, the parties shall adopt such 
portions of the Operating Budget and the Capital

                                         35

<PAGE>

Budget as they may have agreed upon, and any matters not agreed upon shall be 
referred to a dispute resolution committee composed of three (3) members of 
the Advisory Association unaffiliated with Tenant and two (2) members of the 
board of directors of the Company.  Such committee shall be responsible for 
resolving any such disagreement and the parties agree that the determination 
of such dispute resolution committee shall be binding on the parties.  
Pending the results of such resolution or the earlier agreement of the 
parties, (i) if the Operating Budget has not been agreed upon, the Property 
will be operated in a manner consistent with the prior year's Operating 
Budget until a new Operating Budget is adopted, and (ii) if the Capital 
Budget has not been agreed upon, no Capital Expenditures shall be made unless 
the same are set forth in a previously approved Capital Budget or are 
specifically required by Landlord or are otherwise required to comply with 
Legal Requirements or Insurance Requirements. Tenant shall operate the 
Property in a manner reasonably consistent with the Annual Budget.

          12.8 FINANCIAL STATEMENTS.

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

          (i)  Tenant shall furnish to Landlord within ten (10) days after 
the end of each month, a report detailing the number of rounds of golf played 
on the Property, the revenue generated from the Property and a profit and 
loss statement for the Property for the preceding calendar month.

          (b)  Tenant shall furnish to Landlord within twenty (20) days of 
the end of each Fiscal Quarter unaudited financial statements for the Fiscal 
Quarter and year to date, together with the same information for the 
comparable prior Fiscal Quarter and year to date, including the following: 
results of operations, a balance sheet, statements of cash flows and 
statement of changes in owner's equity.  If Landlord requests, Tenant shall 
provide reviewed financial statements for such Fiscal Quarter; provided, 
however, such review shall be at Landlord's expense.  Each quarterly report 
shall also include a narrative explaining any deviation in any major revenue 
or expense category or operating expenses (by category) of more than ten 
percent (10%) from the

                                        36

<PAGE>

amounts set forth on the Annual Budget, together with, if appropriate a 
revised Annual Budget, which budget shall be subject to Landlord's review and 
approval as provided in Section 12.7.  Each quarterly report shall also 
forecast any projected Percentage Rent payable for the following Fiscal 
Quarter.

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

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


                                     ARTICLE 13
                    LIENS, ENCROACHMENTS AND OTHER TITLE MATTERS

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

          (a)  this Lease;

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

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

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

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<PAGE>

          (e)  subleases or licenses permitted by Article 23;

          (f)  liens for Impositions or for sums resulting from noncompliance 
     with Legal Requirements so long as (1) the same are not yet payable or 
     are payable without the addition of any fine or penalty or (2) such 
     liens are in the process of being contested as permitted by Article 14;

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

          (h)  any liens which are the responsibility of Landlord pursuant to 
     the provisions of Article 25.

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

                                       38

<PAGE>

Improvements for the Primary Intended Use substantially in the manner and to 
the extent the Improvements were operated prior to the assertion of such 
violation or encroachment.  Tenant's obligation under this Section 13.2 shall 
be in addition to and shall in no way discharge or diminish any obligation of 
any insurer under any policy of title or other insurance and Tenant shall be 
entitled to a credit for any sums recovered by Landlord under any such policy 
of title or other insurance.

                                     ARTICLE 14
                                 PERMITTED CONTESTS

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

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

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

          (c)  in the case of a Legal Requirement and/or an Imposition, lien, 
     encumbrance or charge, Tenant shall give such reasonable security, if 
     any, as may be demanded by Landlord to insure ultimate payment of the 
     same and to prevent any sale or forfeiture of the affected Property or 
     the Rent by reason of such non-payment or noncompliance,

                                         39

<PAGE>

     PROVIDED, HOWEVER, the provisions of this Article 14 shall not be 
     construed to permit Tenant to contest the payment of Rent (except as to 
     contests concerning the method of computation or the basis of levy of 
     any Imposition or the basis for the assertion of any other claim) or any 
     other sums payable by Tenant to Landlord hereunder; 

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

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

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

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

                                     ARTICLE 15
                                     INSURANCE

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

                                      40

<PAGE>

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

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

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

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

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

          15.3 REPLACEMENT COST.  In the event either party believes that the 
Full Replacement Cost of the insured property has increased or decreased at 
any time during the Lease Term, it shall have the right to have such Full 
Replacement Cost redetermined by the Impartial Appraiser.  The party desiring 
to have the Full Replacement Cost so redetermined shall forthwith, on receipt 
of such determination by such Impartial Appraiser, give written notice 
thereof to the other party hereto.  The determination of such Impartial 
Appraiser shall be final and

                                    41


<PAGE>


binding on the parties hereto, and Tenant shall forthwith increase, or may 
decrease, the amount of the insurance carried pursuant to this Section 15.3, 
as the case may be, to the amount so determined by the Impartial Appraiser. 
Each party shall pay one-half of the fee, if any, of the Impartial Appraiser.

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

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

          15.6 CHANGE IN LIMITS.  In the event that Landlord shall at any 
time reasonably determine on the basis of prudent industry practice that the 
liability insurance carried by Tenant pursuant to Sections 15.1 and 15.2 is 
either excessive or insufficient, the parties shall endeavor to agree on the 
proper

                                    42


<PAGE>


and reasonable limits for such insurance to be carried; and such insurance 
shall thereafter be carried with the limits thus agreed on until further 
changed pursuant to the provisions of this Article 15; PROVIDED, HOWEVER, 
that the deductibles for such insurance or the amount of such insurance which 
is self-retained by Tenant shall be as reasonably determined by Tenant so 
long as Tenant can reasonably demonstrate its ability to satisfy such 
deductible or amount of such self-retained insurance.

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

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

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

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


                                    43


<PAGE>


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

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

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

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

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

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

          15.10     EXCESS PROCEEDS, DEFICIENCY OF PROCEEDS.  Any excess 
proceeds of insurance remaining after the completion of the restoration or 
reconstruction of the Property (or in the event neither Landlord nor Tenant 
is required to or elects to repair and restore) shall be paid to Landlord and 
deposited in

                                    44


<PAGE>


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

          If the costs of restoration or reconstruction exceeds the amount of 
proceeds received by Landlord or Tenant from insurance, Tenant shall pay for 
such excess cost of restoration or reconstruction, except that Tenant may 
petition Landlord for withdrawal from the Capital Replacement Fund to cover 
some or all of such excess, subject to the approval of Landlord in Landlord's 
sole and absolute discretion.

          15.11     RECONSTRUCTION COVERED BY INSURANCE.
                    -----------------------------------

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

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

          15.12     RECONSTRUCTION NOT COVERED BY INSURANCE.  If during the 
Term, the Property is totally or materially destroyed

                                    45


<PAGE>


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

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

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

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

     
                                     ARTICLE 16
                                    CONDEMNATION
                                    ------------

          16.1 TOTAL TAKING.  If at any time during the Term the Property is 
totally and permanently taken by Condemnation, this Lease shall terminate on 
the Date of Taking and Tenant shall

                                      46

<PAGE>

promptly pay all outstanding rent and other charges through the date of 
termination.

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

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

          16.4 AWARD-DISTRIBUTION.  The entire Award shall belong to and be 
paid to Landlord, except that, subject to the rights of the Facility 
Mortgagee, Tenant shall be entitled to receive from the Award, if and to the 
extent such Award specifically includes such items, a sum attributable to the 
value, if any, of: (i) the loss of Tenant's business during the remaining 
term, (ii) any Tenant Improvements and (iii) the leasehold interest of Tenant 
under this Lease.

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

                                     ARTICLE 17
                                 EVENTS OF DEFAULT
                                 -----------------

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

          (a)  if Tenant shall fail to make payment of the Rent payable by
     Tenant under this Lease when the same becomes due and payable and such
     failure is not cured by Tenant within a period of ten (10) days after
     receipt of notice from Landlord; provided, however, Tenant is only entitled
     to three (3) such notices per twelve (12) month period and that

                                       47

<PAGE>

     such notice shall be in lieu of and not in addition to any notice required
     under applicable law;

          (b)  if Tenant shall fail to observe or perform any material term,
     covenant or condition of this Lease and such failure is not cured by Tenant
     within a period of thirty (30) days after receipt by Tenant of notice
     thereof from Landlord, unless such failure cannot with due diligence be
     cured within a period of thirty (30) days, in which case such failure shall
     not be deemed to continue if Tenant proceeds promptly and with due
     diligence to cure the failure and diligently completes the curing thereof
     within one hundred twenty (120) days of receipt of notice from Landlord of
     the default; PROVIDED, HOWEVER, that such notice shall be in lieu of and
     not in addition to any notice required under applicable law; PROVIDED
     FURTHER, HOWEVER, that the cure period shall not extend beyond thirty
     (30) days as otherwise provided by this Section 17.1(b) if the facts or
     circumstances giving rise to the default are creating a further harm to
     Landlord or the Property and Landlord makes a good faith determination that
     Tenant is not undertaking remedial steps that Landlord would cause to be
     taken if this Lease were then to terminate;

          (c)  if Tenant shall:

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

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

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

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

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

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

          (d)  if Tenant shall, on a petition in bankruptcy filed against it, be
     adjudicated as bankrupt or a court of competent jurisdiction shall enter an
     order or decree appointing, without the consent of Tenant, a receiver of
     Tenant or of the whole or substantially all of its property, or approving a
     petition filed against it seeking reorganization or arrangement of Tenant
     under the federal bankruptcy laws or any other applicable law or statute of
     the United States of America or any state thereof, and such

                                       48

<PAGE>


     judgment, order or decree shall not be vacated or set aside or stayed
     within sixty (60) days from the date of the entry thereof;

          (e)  if Tenant shall be liquidated or dissolved, or shall begin
     proceedings toward such liquidation or dissolution;
 
          (f)  if the estate or interest of Tenant in the Property or any part
     thereof shall be levied upon or attached in any proceeding and the same
     shall not be vacated or discharged within the later of ninety (90) days
     after commencement thereof or thirty (30) days after receipt by Tenant of
     notice thereof from Landlord (unless Tenant shall be contesting such lien
     or attachment in accordance with Article 14); PROVIDED, HOWEVER, that such
     notice shall be in lieu of and not in addition to any notice required under
     applicable law;

          (g)  if, except as a result of damage, destruction or a partial or
     complete Condemnation or other Unavoidable Delays, Tenant voluntarily
     ceases operations on the Property for a period in excess of ten (10) days;

          (h)  any representation or warranty made by Tenant herein or in any
     certificate, demand or request made pursuant hereto is proven to be
     incorrect, in any material respect; or

          (i)  an "Event of Default" (as defined in such lease) by Tenant or any
     Affiliate of Tenant with respect to any Other Leased Property, or an "Event
     of Default" under the Pledge Agreement; 

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

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

          17.3 CERTAIN REMEDIES.  If an Event of Default shall have occurred 
and be continuing, whether or not this Lease has been terminated pursuant to 
Section 17.1, Tenant shall, to the extent permitted by law, if required by 
Landlord to do so,

                                       49

<PAGE>


immediately surrender to Landlord the Property pursuant to the provisions of 
Section 17.1 and quit the same and Landlord may enter upon and repossess the 
Property by reasonable force, summary proceedings, ejectment or otherwise, 
and may remove Tenant and all other Persons and any and all Tenant's Personal 
Property from the Property subject to any requirement of law.

          17.4 DAMAGES.  None of the following events shall relieve Tenant of 
its liability and obligations hereunder, all of which shall survive any such 
termination, repossession or reletting: (a) the termination of this Lease 
pursuant to Section 17.1, (b) the repossession of the Property, (c) the 
failure of Landlord, notwithstanding reasonable good faith efforts, to relet 
the Property, (d) the reletting of all or any portion thereof, nor (e) the 
failure of Landlord to collect or receive any rentals due upon any such 
reletting.  In the event of any such termination, Tenant shall forthwith pay 
to Landlord all Rent due and payable with respect to the Property to, and 
including, the date of such termination.  Thereafter, Tenant shall forthwith 
pay to Landlord, at Landlord's option, as and for liquidated and agreed 
current damages for Tenant's default, and not as a penalty, either:

          (a)  the sum of:

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

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

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

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

          In making the above determinations, the "worth at the time of the 
award" in subsections (i) and (iii) shall be determined by the court having 
jurisdiction thereof including interest at the Overdue Rate and the "worth at 
the time of the award" in subsection (iii) shall be determined by the court 
having jurisdiction thereof using a discount rate equal to the discount rate 
of the Federal Reserve Bank of San Francisco at the time of the award plus 
one percent (1%) and the Percentage Rent

                                       50

<PAGE>


shall be deemed to be the same as for the then-current Fiscal Year or, if not 
determinable, the immediately preceding Fiscal Year, for the remainder of the 
Term, or such other amount as either party shall prove reasonably could have 
been earned during the remainder of the Term or any portion thereof; or

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

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

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

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

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

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

                                      51

<PAGE>


determine or as required by law.  If at any time the Impound Payments 
theretofore paid to Landlord shall be insufficient for the payment of the 
Impound Charges, Tenant, within ten (10) days after Landlord's demand 
therefor, shall pay the amount of the deficiency to Landlord.

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

          If Tenant shall fail to make any payment or to perform any act 
required to be made or performed under this Lease, and to cure the same 
within the relevant time periods provided in Article 17, Landlord, after 
notice to and demand upon Tenant, and without waiving or releasing any 
obligation or default, may (but shall be under no obligation to) at any time 
thereafter make such payment or perform such act for the account and at the 
expense of Tenant. Landlord may, to the extent permitted by law, enter upon 
the Property for such purpose and take all such action thereon as, in 
Landlord's opinion, may be necessary or appropriate therefor.  No such entry 
shall be deemed an eviction of Tenant.  All sums so paid by Landlord and all 
costs and expenses (including reasonable attorneys' fees and expenses, to the 
extent permitted by law) so incurred, together with a late charge thereon at 
the Overdue Rate from the date on which such sums or expenses are paid or 
incurred by Landlord, shall be paid by Tenant to Landlord on demand.  The 
obligations of Tenant and rights of Landlord contained in this Article 18 
shall survive the expiration or earlier termination of this Lease.

                                     ARTICLE 19
                                 LEGAL REQUIREMENTS
                                 ------------------

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

                                     ARTICLE 20
                                    HOLDING OVER
                                    ------------

          If Tenant shall for any reason remain in possession of the Property 
after the expiration of the Term or earlier termination of the Term hereof, 
such possession shall be deemed

                                        52

<PAGE>

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

                                     ARTICLE 21
                                    RISK OF LOSS
                                    ------------

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

                                     ARTICLE 22
                                  INDEMNIFICATION
                                  ---------------

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

          (a)  any accident, injury to or death of persons or loss of or damage
     to property occurring on or about the Property or adjoining property,
     including, but not limited to, any accident, injury to or death of Person
     or loss of or damage to property resulting from golf balls, golf clubs,

                                       53

<PAGE>


     golf shoes, lawn mowers or other equipment, pesticides, fertilizers or
     other substances, golf carts, tractors or other motorized vehicles present
     on or adjacent to the Property;

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

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

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

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

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

          (g)  any liability Landlord may incur or suffer as a result of any
     permitted contest by Tenant pursuant to Article 14.
          
               Notwithstanding the foregoing or any other provision of this 
Lease, including, without limitation, Section 7.2, Article 10, Article 11, or 
Article 13 hereof, Tenant shall not be liable or otherwise be required to 
indemnify Landlord or to incur any costs in connection with:  (i) any 
conditions on the Property prior to the Commencement Date and not caused by 
Tenant (as, for example, title problems, encroachments, environmental 
matters, etc.); or (ii) any matters that arise after the Commencement Date 
that are not caused by Tenant or that are directly caused by the breach by 
Landlord of the terms of this Lease.
               
          22.2 LANDLORD'S INDEMNIFICATION OF TENANT.  Notwithstanding 
anything to the contrary in this Lease, Landlord shall protect, indemnify, 
save harmless and defend Tenant from and against all liabilities, 
obligations, claims, actual or consequential damages, penalties, causes of 
action, costs and expenses (including reasonable attorneys' fees) imposed 
upon or incurred by or asserted against Tenant as a result of (i) Landlord's 
active, gross negligence or willful misconduct; (ii) Landlord's 
non-performance of its obligations under this Lease; or (iii) any conditions 
existing on the Property prior to the Commencement Date and not caused by 
Tenant (as, for example, title problems, encroachments, environmental 
matters, etc.).

          22.3 MECHANICS OF INDEMNIFICATION.  As soon as reasonably practicable
after receipt by the indemnified party of

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<PAGE>

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

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

                                     ARTICLE 23
                             SUBLETTING AND ASSIGNMENT
                             -------------------------

          23.1 PROHIBITION AGAINST ASSIGNMENT.  Tenant shall not, without the 
prior written consent of Landlord, which consent Landlord may withhold in its 
sole discretion, assign, mortgage, pledge, hypothecate, encumber or otherwise 
transfer (except to an

                                       55

<PAGE>


Affiliate of Tenant or a Permitted Assignee) the Lease or any interest 
therein, all or any part of the Property, whether voluntarily, involuntarily 
or by operation of law.  For purposes of this Article 23, a Change in Control 
of the Tenant shall constitute an assignment of this Lease.

               23.2 SUBLEASES.
                    ---------

               (a)  PERMITTED SUBLEASES.  Tenant shall not, without the prior
     written consent of Landlord, which consent Landlord may withhold in its
     sole discretion, further sublease or license portions of the Property to
     third parties, including concessionaires or licensees.  Without limiting
     the foregoing, Tenant's proposed sublease or any of the following transfers
     shall require Landlord's prior written consent, which consent Landlord may
     withhold in its sole discretion:

                   (i) sublease or license to operate golf courses;

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

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

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

                   (v) sublease or license to operate restaurants;

                   (vi) sublease or license to operate bars; 

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

                   (viii) sublease or license to operate any other portions
          (but not the entirety) of the Property customarily associated with or
          incidental to the operation of the golf course.

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

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<PAGE>

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

               (d)  ASSIGNMENT OF RIGHTS IN SUBLEASES.  As security for
     performance of its obligations under this Lease, Tenant hereby grants,
     conveys and assigns to Landlord all right, title and interest of Tenant in
     and to all subleases now in existence or hereinafter entered into for any
     or all of the Property, and all extensions, modifications and renewals
     thereof and all rents, issues and profits therefrom.  Landlord hereby
     grants to Tenant a license to collect and enjoy all rents and other sums of
     money payable under any sublease of any of the Property; provided, however,
     that Landlord shall have the absolute right at any time after the
     occurrence and continuance of an Event of Default upon notice to Tenant and
     any subtenants to revoke said license and to collect such rents and sums of
     money and to retain the same.  Tenant shall not (i) consent to, cause or
     allow any material modification or alteration of any of the terms,
     conditions or covenants of any of the subleases or the termination thereof,
     without the prior written approval of Landlord nor (ii) accept any rents
     (other than customary security deposits) more than ninety (90) days in
     advance of the accrual thereof nor permit anything to be done, the doing of
     which, nor omit or refrain from doing anything, the omission of which, will
     or could be a breach of or default in the terms of any of the subleases.

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

          23.3 TRANSFERS.  No assignment or sublease shall in any way impair 
the continuing primary liability of Tenant hereunder, as a principal and not 
as a surety or guarantor, and no consent to any assignment or sublease in a 
particular instance shall be deemed to be a waiver of the prohibition set 
forth in Section 23.1.  Any assignment shall be solely of Tenant's entire 
interest in this Lease.  Any assignment or other transfer of all or any 
portion of Tenant's interest in the Lease in contravention of the terms of 
this Lease shall be voidable at Landlord's option.  Anything in this Lease to 
the contrary notwithstanding,

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<PAGE>


Tenant shall not sublet all or any portion of the Property or enter into any 
other agreement which has the effect of reducing the Percentage Rent payable 
to Landlord hereunder.

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

          23.5 RIGHT OF FIRST OFFER OF LANDLORD TO ACQUIRE LEASEHOLD.  In 
addition to Landlord's rights in Section 23.1, Landlord or its designee shall 
have, for a period of sixty (60) days following receipt of the written notice 
of Tenant's intent to assign its interest in the Lease to a third party 
unaffiliated with Tenant (and in which management of the Tenant shall have no 
continuing management or ownership interest), the right to elect to purchase 
the leasehold interest on the terms and conditions at which Tenant proposes 
to sell or assign its interest.  If Landlord or its designee elects not to 
purchase such interest of Tenant, then Tenant shall be free to sell its 
interest to a third party, subject to Landlord's prior written consent as 
provided in Section 23.1. However, if (i) the price at which Tenant intends 
to sell its interest is reduced by five percent (5%) or more, or (ii) the 
assignment to the third party is not completed within one hundred eighty 
(180) days of Landlord's receipt of written notice of Tenant's intention to 
assign its interest in the Lease, then Tenant shall again offer Landlord the 
right to acquire its interest; provided, however, that in the case of a 
change in price, Landlord shall have only fifteen (15) days to accept such 
revised offer.

          23.6 BANKRUPTCY LIMITATIONS.

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

                                      58

<PAGE>


any obligations of this Lease which arise from or after the order of relief.

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

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

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<PAGE>

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

          (e)  Any person or entity to which this Lease is assigned pursuant 
to the provisions of the Bankruptcy Code shall be deemed, without further act 
or deed, to have assumed all of the obligations arising under this Lease and 
each of the conditions and provisions hereof on and after the date of such 
assignment.  Any such assignee shall, upon the request of Landlord, forthwith 
execute and deliver to Landlord an instrument, in form and substance 
acceptable to Landlord, confirming such assumption.

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

                             ARTICLE 24        
             OFFICER'S CERTIFICATES AND OTHER STATEMENTS
             -------------------------------------------

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

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

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

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


                                         60

<PAGE>


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

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

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

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

                                     ARTICLE 25
                                 LANDLORD MORTGAGES
                                 ------------------

          25.1 LANDLORD MAY GRANT LIENS.  Subject to Section 25.2, without 
the consent of Tenant, Landlord may, from time to time, directly or 
indirectly, create or otherwise cause to exist any Landlord's Encumbrance 
upon the Property, or any portion thereof or interest therein, whether to 
secure any borrowing or other means of financing or refinancing.  This Lease 
is and at all times shall be subject and subordinate to any ground or 
underlying leases, mortgages, trust deeds or like encumbrances, which may now 
or hereafter affect the Property and to all renewals, modifications, 
consolidations, replacements and

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<PAGE>

extensions of any such lease, mortgage, trust deed or like encumbrance.  This 
clause shall be self-operative and no further instrument of subordination 
shall be required by any ground or underlying lessor or by any mortgagee or 
beneficiary, affecting any lease or the Property.  In confirmation of such 
subordination, Tenant shall execute promptly any certificate that Landlord 
may request for such purposes.

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

          25.3 FACILITY MORTGAGE PROTECTION.  Tenant agrees that the holder 
of any Landlord Encumbrance shall have no duty, liability or obligation to 
perform any of the obligations of Landlord under this Lease, but that in the 
event of Landlord's default with respect to any such obligation, Tenant will 
give any such holder whose name and address have been furnished Tenant in 
writing for such purpose notice of Landlord's default and allow such holder 
thirty (30) days following receipt of such notice for the cure of said 
default before invoking any remedies Tenant may have by reason thereof.

                                     ARTICLE 26
                                SALE OF FEE INTEREST
                                --------------------

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

                                   62

<PAGE>

right to acquire the Property upon the same terms and conditions, provided 
that Tenant shall have only thirty (30) days thereafter to complete the 
acquisition at such price, terms and conditions.

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

                                      ARTICLE 27
                                     ARBITRATION
                                     -----------

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

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

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<PAGE>

and records of Landlord and Tenant regarding the Property during the 
arbitration.

                                     ARTICLE 28
                                   MISCELLANEOUS
                                   -------------

          28.1 TRANSFER OF INVENTORY.  On the Commencement Date, Landlord 
shall transfer to Tenant all Inventory (as defined in the Agreement) acquired 
by Landlord pursuant to the Agreement and any income received by Landlord 
pursuant to Section 6.6 of the Agreement.
     
          28.2 LANDLORD'S RIGHT TO INSPECT.  Tenant shall permit Landlord and 
its authorized representatives to inspect the Property during usual business 
hours subject to any security, health, safety or confidentiality requirements 
of Tenant or any governmental agency or insurance requirement relating to the 
Property, or imposed by law or applicable regulations.  Landlord shall 
indemnify Tenant for all liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses or disbursements of any 
kind or nature whatsoever which may be imposed on, incurred by, or asserted 
against Tenant by reason of Landlord's inspection pursuant to this Section 
28.2.

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

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

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<PAGE>


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

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

          28.7 ACCEPTANCE OF SURRENDER.  No surrender to Landlord of this 
Lease or of the Property or any part thereof, or of any interest therein, 
shall be valid or effective unless agreed to and accepted in writing by 
Landlord and no act by Landlord or any representative or agent of Landlord, 
other than such a written acceptance by Landlord, shall constitute an 
acceptance of any such surrender.

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

          28.9 QUIET ENJOYMENT.  So long as Tenant shall pay all Rent as the 
same becomes due and shall fully comply with all of the terms of this Lease 
and fully perform its obligations hereunder, Tenant shall peaceably and 
quietly have, hold and enjoy the Property for the Term hereof, free of any 
claim or other action by Landlord or anyone claiming by, through or under 
Landlord, but subject to all liens and encumbrances of record as of the date 
hereof or any Landlord's Encumbrances.

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

                                        65

<PAGE>


If to Landlord:     Golf Trust of America, L.P.
                    14 North Adger's Wharf
                    Charleston, South Carolina 29401
                    Attention:  W. Bradley Blair, II
                                Scott D. Peters


If to Tenant:  Emerald Dunes--Polo Trace, Inc.
                    2100 Emerald Dunes Drive
                    West Palm Beach, Florida 33411
                    Attn:  Raymon R. Finch, III


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

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

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

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

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

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

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

          28.18 MEMORANDUM OF LEASE.  Landlord and Tenant shall, promptly 
upon the request of either, enter into a short form memorandum of this Lease, 
in form and substance satisfactory to Landlord and suitable for recording 
under the State, in which

                                        66

<PAGE>



reference to this Lease, and all options contained herein, shall be made.  
Tenant shall pay all costs and expenses of recording such Memorandum of Lease.

          28.19 ATTORNEYS' FEES.  In the event of any dispute between the
parties hereto involving the covenants or conditions contained in this Lease or
arising out of the subject matter of this Lease, the prevailing party shall be
entitled to recover against the other party reasonable attorneys' fees and court
costs.

          28.20 NO THIRD PARTY BENEFICIARIES.  Nothing in this Lease,
express or implied, is intended to confer any rights or remedies under or by
reason of this Lease on any Person other than the parties to this Lease and
their respective permitted successors and assigns, nor is anything in this Lease
intended to relieve or discharge any obligation of any third Person to any party
hereto or give any third Person any right of subrogation or action against any
party to this Lease.

          28.21 NON-RECOURSE AS TO LANDLORD.  Anything contained herein to
the contrary notwithstanding, any claim based on or in respect of any liability
of Landlord under this Lease shall be enforced only against the Property and not
against any other assets, properties or funds of (a) Landlord, (b) any director,
officer, general partner, limited partner, employee or agent of Landlord, or any
general partner of Landlord, any of their respective general partners or
stockholders (or any legal representative, heir, estate, successor or assign of
any thereof), (c) any predecessor or successor partnership or corporation (or
other entity) of Landlord, or any of their respective general partners, either
directly or through either Landlord or their respective general partners or any
predecessor or successor partnership or corporation or their stockholders,
officers, directors, employees or agents (or other entity), or (d) any other
Person affiliated with any of the foregoing, or any director, officer, employee
or agent of any thereof.

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

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

                                      67


<PAGE>


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

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


                    By: ________________________
                    Name:
                    Its:


TENANT:             EMERALD DUNES--POLO TRACE, INC.,
                    a Florida corporation


                    By:  _________________________
                    Its: ________________________
 



<PAGE>

                   

                                   EXHIBIT A

                            LEGAL DESCRIPTION OF THE LAND
                            -----------------------------

<PAGE>


                                      EXHIBIT B

                             DESCRIPTION OF IMPROVEMENTS
                             ---------------------------

The golf course, driving range, putting green, clubhouse facilities, snack 
bar, restaurant, pro shop, buildings, structures, parkinglots, improvements, 
fixtures and other items of real estate as located on the Land including 
without limitation the following:

          1.   Clubhouse
          2.   Enclosed bulidings with golf maintenance facilities
          3.   Outhouses 

<PAGE>

                                      EXHIBIT C

                               OTHER LEASED PROPERTIES
                               -----------------------

(i)  Emerald Dunes Country Club

<PAGE>

                                      EXHIBIT D

                                   PLEDGE AGREEMENT
                                   ----------------

                                  To be agreed upon.


<PAGE>


                                      EXHIBIT E
                                      ---------
                              Intentionally Omitted

<PAGE>



                                      EXHIBIT F

                           SCHEDULE OF CAPITAL IMPROVEMENTS
                           --------------------------------
                                    See Attached.

<PAGE>


                                      EXHIBIT G

                            GOLF PERCENTAGE RENT SCHEDULE
                            ----------------------------- 

<TABLE>
<CAPTION>

            <S>                                  <C>
            ----------------------------------------------------------
            ----------------------------------------------------------
            Fiscal Year (1)                      Percentage Multiplier
            ----------------------------------------------------------
            ----------------------------------------------------------
                   1                                   33%
            ----------------------------------------------------------
                   2                                   34%
            ----------------------------------------------------------
                   3                                   35%
            ----------------------------------------------------------
                   4                                   36%
            ----------------------------------------------------------
                   5                                   37%
            ----------------------------------------------------------
                   6                                   38%
            ----------------------------------------------------------
                   7                                   39%
            ----------------------------------------------------------
                   8                                   40%
            ----------------------------------------------------------
                   9                                   41%
            ----------------------------------------------------------
                  10                                   42%
            ----------------------------------------------------------
              Extension                                45%
                Terms
            ----------------------------------------------------------
            ----------------------------------------------------------
</TABLE>

_______________________________
(1) The first Fiscal Year shall begin on the first day of the first Fiscal 
    Quarter following the Commencement Date.

                                    G-1

<PAGE>

                                  EXHIBIT H

    QUARTERLY ALLOCATIONS OF FOOD AND BEVERAGE REVENUE, MERCHANDISE REVENUE AND
                             GROSS GOLF REVENUE


<TABLE>
<CAPTION>

                              Food           Merchandise         Gross
                              and                                Golf
                              BEVERAGE                                
                              -------------  ------------        -------------
<S>                           <C>            <C>                 <C>          
January 1 - March 31          $              $                   $      
April 1 - June 30             $              $                   $      
July 1 - September 30         $              $                   $      

October 1 - December 31       $              $                   $         

                              $              $                   $          
</TABLE>


                                    H-1