STOCK PURCHASE AGREEMENT

                                      among

                                 CLUBCORP, INC.,

                   THE TRUSTEES OF THE ROBERT DEDMAN TRUST #1,

                   THE TRUSTEES OF THE ROBERT DEDMAN TRUST #2,

                              THE DEDMAN FOUNDTION,

                              THE ROBERT AND NANCY
                               DEDMAN FOUNDATION,

                     CYPRESS MERCHANT BANKING PARTNERS L.P.,

                         CYPRESS OFFSHORE PARTNERS L.P.,

                   CYPRESS MERCHANT BANKING PARTNERS II L.P.,

                        CYPRESS MERCHANT BANKING II C.V.

                                       and

                          55th STREET PARTNERS II L.P.

                          dated as of October 26, 1999

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>            <C>
ARTICLE I      DEFINITIONS
Section 1.1    Certain Defined Terms
Section 1.2    Other Defined Terms
Section 1.3    Other Definitional Provisions

ARTICLE II     PURCHASE AND SALE
Section 2.1    The Closings
Section 2.2    Purchase and Sale; Consideration
Section 2.3    Closing Deliveries by the Company
Section 2.4    Closing Deliveries by the Selling Stockholders
Section 2.5    Closing Delivers by the Purchasers and the Subsequent Purchasers

ARTICLE III    REPRESENTATIONS AND WARRANTIES REGARDING
               THE SELLING STOCKHOLDERS
Section 3.1    Organization
Section 3.2    Authority
Section 3.3    Title to Shares
Section 3.4    Non-Contravention
Section 3.5    Consents and Approvals
Section 3.6    Brokers
Section 3.7    No Other Representations or Warranties

ARTICLE  IV    REPRESENTATIONS AND WARRANTIES REGARDING
               THE COMPANY
Section 4.1    Organization
Section 4.2    Authority
Section 4.3    Capitalization
Section 4.4    Non-Contravention
Section 4.5    Consents and Approvals
Section 4.6    Subsidiaries
Section 4.7    SEC Reports
Section 4.8    Financial Information
Section 4.9    No Undisclosed Liabilities
Section 4.10   Absence of Certain Changes or Events
Section 4.11   Certain Contracts and Agreements
Section 4.12   Benefit Plans; ERISA
Section 4.13   Compliance with Law; Other Instruments
Section 4.14   Litigation
Section 4.15   Real Property
Section 4.16   Intellectual Property
Section 4.17   Tax Matters
Section 4.18   Environmental Laws
Section 4.19   Insurance
Section 4.20   Brokers
Section 4.21   Transactions with Affiliates
Section 4.22   No Conflicting Interests of Selling Stockholders
Section 4.23   Labor Matters
Section 4.24   Year 2000 Problem
Section 4.25   No Other Representations or Warranties

ARTICLE V      REPRESENTATIONS AND WARRANTIES
               REGARDING THE PURCHASERS
Section 5.1    Organization
Section 5.2    Authority
Section 5.3    Non-Contravention
Section 5.4    Consents and Approvals
Section 5.5    Purchase for Investment
Section 5.6    Financial Capability
Section 5.7    No Other Representations or Warranties
Section 5.8    Brokers

ARTICLE VI     ADDITIONAL AGREEMENTS
Section 6.1    Conduct of Business Prior to the First Closing
Section 6.2    Regulatory and Other Authorizations; Notices and Consents
Section 6.3    Access to Information
Section 6.4    Further Action
Section 6.5    Reservation of Shares
Section 6.6    Appointment of Directors
Section 6.7    New Credit Agreement
Section 6.8    D&O Insurance
Section 6.9    Operating Company

ARTICLE VII    CONDITIONS TO CLOSINGS
Section 7.1    Conditions to Obligations of the Purchasers
Section 7.2    Conditions to Obligations of the Company and the Selling Stockholders

ARTICLE VIII   INDEMNIFICATION
Section 8.1    Survival of Representations and Warranties
Section 8.2    Indemnification
Section 8.3    Indemnification Amounts
Section 8.4    Indemnification Procedures
Section 8.5    Non-Exclusive Remedy
Section 8.6    Certain Limitations

ARTICLE IX     TERMINATION AND WAIVER
Section 9.1    Termination

ARTICLE X      GENERAL PROVISIONS
Section 10.1   Expenses
Section 10.2   Notices
Section 10.3   Interpretation
Section 10.4   Counterparts
Section 10.5   Entire Agreement; No Third Party Beneficiaries
Section 10.6   Governing Law; Consent to Jurisdiction
Section 10.7   Severability
Section 10.8   Assignment
Section 10.9   Other Agreements
Section 10.10  Amendment
Section 10.11  Waiver of Jury Trial
Section 10.12  Public Disclosure

Exhibits
Exhibit A      Stockholders Agreement
Exhibit B      Warrant
Exhibit C-1    Officer's Certificate of ClubCorp
Exhibit C-2    Certificate of Selling Stockholder
Exhibit D-1    Legal Opinion of Sullivan & Cromwell
Exhibit D-2    Legal Opinion of Hughes & Luce, L.L.P.
Exhibit D-3    Legal Opinion of Morris, Nichols, Arsht & Tunnell
Exhibit E      Certificate of Purchasers
Exhibit F      Legal Opinion of Simpson Thacher & Bartlett
</TABLE>


<PAGE>
                           STOCK PURCHASE AGREEMENT

          STOCK  PURCHASE AGREEMENT, dated as of October 26, 1999, among Cypress
Merchant Banking Partners L.P., a Delaware limited partnership ("CMBP"), Cypress
Offshore  Partners  L.P.,  a  Cayman Islands exempt limited partnership ("COP"),
Cypress Merchant Banking Partners II L.P., a Delaware limited partnership ("CMBP
II"),  Cypress  Merchant  Banking  II  C.V.,  a  "commanditaire vennootschap" in
accordance  with  Netherlands  Law  ("CMBCV"),  55th  Street Partners II L.P., a
Delaware  limited  partnership  ("55th Street" and, collectively with CMBP, COP,
CMBP  II  and  CMBCV,  the "Purchasers"), ClubCorp, Inc., a Delaware corporation
(the "Company"), and Rachael Dedman, Robert H. Dedman, Jr., Mark Dietz, Patricia
Dedman  Dietz,  Jerry  W. Dickenson, Brad Kelly, Levan Kelly, Jim Maser, Melinda
Mercer  and Jim Mertz, as trustees of the Robert Dedman Trust #1, an inter vivos
trust  established under the laws of the State of Texas by an indenture made and
entered  on December 6, 1969, Rachael Dedman, Robert H. Dedman, Jr., Mark Dietz,
Patricia  Dedman  Dietz, Jerry W. Dickenson, Brad Kelly, Levan Kelly, Jim Maser,
Melinda  Mercer  and  Jim  Mertz,  as trustees of the Robert Dedman Trust #2, an
inter  vivos  trust  established  under  the  laws  of  the State of Texas by an
indenture  made  and entered on December 6, 1969, The Dedman Foundation, a Texas
non-profit  corporation,  and  The  Robert  and Nancy Dedman Foundation, a Texas
non-profit  corporation  (collectively,  the  "Selling  Stockholders").

                              W I T N E S S E T H :

          WHEREAS,  subject  to  the  terms  and  conditions  set  forth in this
Agreement,  the  Selling  Stockholders have agreed to sell to the Purchasers and
the  Purchasers have agreed to purchase from the Selling Stockholders, shares of
common  stock,  par  value $0.01 per share, of the Company (the "Common Stock");

          WHEREAS,  subject  to  the  terms  and  conditions  set  forth in this
Agreement,  the  Company  has agreed to issue and sell to the Purchasers and the
Purchasers  have agreed to purchase from the Company, shares of Common Stock and
warrants  to  purchase  shares  of  Common  Stock;

          WHEREAS,  as a condition and inducement to the parties' willingness to
enter  into this Agreement, at the First Closing (as defined in Section 2.1) the
Company,  the Selling Stockholders and certain other stockholders of the Company
will  execute and deliver to the Purchasers a stockholders agreement in the form
of  Exhibit  A hereto, dated as of the First Closing Date (as defined in Section
2.1)  (the  "Stockholders  Agreement"),  and each of the Purchasers will execute
and  deliver  to  the  Company,  each of the Selling Stockholders and such other
stockholders  the  Stockholders  Agreement;  and

          WHEREAS,  the  parties  hereto  are  entering  into  this Agreement to
provide  for  the  purchase  and  sale  of  the Common Stock and the warrants to
purchase  shares  of  Common  Stock.

          NOW, THEREFORE, in consideration of the premises and the mutual terms,
conditions  and agreements set forth herein, the Purchasers, the Company and the
Selling  Stockholders  hereby  agree  as  follows:

                                    ARTICLE I

                                   DEFINITIONS

          SECTION  1.1  Certain  Define  Terms.  As  used in this Agreement, the
following  terms  shall  have  the  following  meanings:

          "Affiliate"  means,  with respect to any Person, any other Person that
directly,  or  indirectly  through  one  or  more  intermediaries,  controls, is
controlled  by  or  is  under common control with, such specified Person, for so
long  as  such  Person  remains  so  associated  to  the  specified  Person.

          "Agreement" means this Stock Purchase Agreement, as it may be amended,
supplemented,  restated  or  modified  from  time  to  time.

          "Board"  means  the  Board  of  Directors  of  the  Company.

          "Business Day" means any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by law to be closed in The City of
New  York  or  in  Dallas,  Texas.


                       [CONFIDENTIAL TREATMENT REQUESTED]


          "control"  (including  the  terms  "controlled  by"  and "under common
control  with"),  with  respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or
cause  the  direction  of the affairs or management of a Person, whether through
the  ownership  of  voting  securities,  as  trustee or executor, by contract or
otherwise.

          "Encumbrance"  means  any  security  interest,  pledge, mortgage, lien
(statutory or other), charge, option to purchase, lease or otherwise acquire any
interest  or  any  claim,  restriction,  covenant,  title defect, hypothecation,
assignment,  deposit  arrangement  or  other  encumbrance  of  any  kind  or any
preference,  priority or other security agreement or preferential arrangement of
any  kind  or  nature whatsoever (including, without limitation, any conditional
sale  or  other  title  retention  agreement).

          "Exchange  Act" means the Securities Exchange Act of 1934, as amended.

          "GAAP"  means  generally  accepted  accounting principles applied on a
consistent  basis,  set forth in the Opinions of the Accounting Principles Board
of  the  American Institute of Certified Public Accountants, or their successors
which  are  applicable  in  the  circumstances  as of the date in question.  The
requirement  that  such  principles  be applied on a consistent basis shall mean
that the accounting principles applied in a current period are comparable in all
material  respects  to  those  applied in connection with the preparation of the
Company's  Annual  Report  on  Form  10-K for the fiscal year ended December 29,
1998.

          "Governmental  Authority"  means  any federal, state, local or foreign
governmental, regulatory or administrative agency, authority, instrumentality or
commission  or  any  court,  tribunal  or  judicial  or  arbitral  body.

          "Government  Order"  means  any  order,  writ,  judgment,  injunction,
decree,  stipulation, determination or award entered by or with any Governmental
Authority.

          "Group"  shall  have the meaning assigned to it in Section 13(d)(3) of
the  Exchange  Act.

          "HSR  Act"  means  the Hart-Scott-Rodino Antitrust Improvements Act of
1976,  as  amended.

          "Indebtedness" means, with respect to any Person, without duplication,
(a)  all  indebtedness  of  such Person, whether or not contingent, for borrowed
money  (including  reimbursement  obligations  in  respect of letters of credit,
guarantees  or  similar instruments), (b) all obligations of such Person for the
deferred  purchase  price of property or services, (c) all other indebtedness of
such  Person  evidenced  by notes, bonds, debentures, letters of credit or other
similar  instruments, (d) all obligations under leases required to be classified
and  accounted  for  as  capital  leases  in  accordance  with GAAP, and (e) all
indebtedness  of  others referred to in clauses (a) through (d) above guaranteed
directly  or  indirectly  in  any  manner  by  such  Person.

          "Intellectual  Property"  means  all  intellectual  property  rights,
including, without limitation: (a) copyrights and copyrightable works, including
computer  applications,  programs,  software,  databases  and related items, (b)
trademarks,  service  marks,  trade names, brand names, product names, corporate
names  and  logos, and (c) all registrations, applications, recordings, licenses
or  other  agreements  and  common-law or other rights related to the foregoing.

          "knowledge",  with  respect  to  any  Person,  shall  mean  the actual
knowledge of such Person, or in the case of the Company or its Subsidiaries, the
actual  knowledge  of  the  Persons listed on Schedule 1.1 hereto, in each case,
after reasonable inquiry (by at least one such Person) with respect to the facts
or  matters  specified.

          "Material  Adverse  Effect"  means  a material adverse effect upon the
business,  operations,  properties,  assets, liabilities, financial condition or
results  of operations of the Company and its Subsidiaries, taken as a whole, or
on  the  ability  of  the parties hereto to perform their respective obligations
under this Agreement and the other Transaction Agreements (as defined below) and
to  consummate  the  transactions  consummated  hereby  and  thereby;  provided,
however,  that an effect resulting from a change in GAAP or Financial Accounting
Standards  Board  or  SEC interpretation thereof applicable to the Company shall
not  be  considered  in  determining  if a Material Adverse Effect has occurred.

          "Permits"  means  all  licenses, permits, orders, consents, approvals,
registrations,  authorizations,  qualifications  and  filings with and under all
federal,  state,  local  or  foreign  laws  and Governmental Authorities and all
industry  or  other  non-governmental  self-regulatory organizations (including,
without  limitation,  all  state  and  city  operating  licenses  issued  by the
regulatory  authorities  of  the  jurisdictions  in  which the Company transacts
business).

          "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust,  unincorporated  organization,  government  or  any  agency  or political
subdivisions  thereof  or  any  Group comprised of two or more of the foregoing.

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

          "Securities  Act"  means  the  Securities  Act  of  1933,  as amended.

          "Shares"  means  shares  of  the  Common  Stock.

          "Transaction  Agreements"  means  this  Agreement,  the  Stockholders
Agreement  and  the  Warrants  (as  defined  in  Section  2.2(b)(ii)).

  The  following  terms  shall  have  the meanings defined for such terms in the
sections  set  forth  below:

<TABLE>
<CAPTION>

<S>                                   <C>
TERM                                  SECTION
----                                 ---------
55th Street                           Recitals
[CONFIDENTIAL TREATMENT REQUESTED]
CMBCV                                 Recitals
CMBP                                  Recitals
CMBP II                               Recitals
Code                                    4.12(c)
Common Stock                          Recitals
Company                               Recitals
Company IP                              4.16(a)
Company Plans                           4.12(a)
Company Reports                         4.7
Contracts                               3.4
Controlled Group                        4.12(c)
COP                                   Recitals
Damages                                 8.2 (a)
Deductible                              8.3 (a)
Environmental Laws                      4.18(d)
Environmental Permits                   4.18(d)
Environmental Report                    4.18(d)
ERISA                                   4.12(a)
Existing Shares                         2.2 (a)
Existing Shares Purchase Price          2.2 (a)
First Closing                           2.1 (a)
First Closing Date                      2.1 (a)
Government Approval                     3.5
HSR Approval                            3.5
Improvements                            4.15(b)
Indemnitee                              8.4 (a)
Indemnitor                              8.4 (a)
Initial New Shares                      2.2 (b)
Initial New Shares Purchase Price       2.2 (b)
Insurance Policies                      4.19
Initial Purchase                        2.2 (b)
Initial Warrants                        2.2 (b)
Land                                    4.15(b)
Law                                     3.4
Lease                                   4.15(a)
Leased Improvements                     4.15(b)
Leased Properties                       4.15(b)
Leasehold                               4.15(a)
Litigation                              4.14
Material Contracts                      4.11
Materials of Environmental Concern      4.18(d)
Membership Contracts                    4.15(a)
New Credit Agreement                     4.3(f)
New Shares                               2.2(b)
New Shares Purchase Price                2.2(b)
Notice                                   8.4(a)
Owned Properties                        4.15(b)
Properties                              4.15(b)
Purchasers                            Recitals
Second Closing                          2.1 (b)
Second Closing Date                     2.1 (b)
Selling Stockholders                  Recitals
Software                                4.24
Stockholders Agreement                Recitals
Subsequent New Shares                   2.2 (b)
Subsequent New Shares Purchase Price    2.2 (b)
Subsequent Purchase                     2.2 (b)
Subsequent Purchasers                   2.2 (b)
Subsequent Warrants                     2.2 (b)
Subsidiary                              4.6 (a)
Tax Return                              4.17(b)
Taxes                                   4.17(b)
Warrants                                2.2 (b)
Year 2000 Compliant                     4.24
</TABLE>

          SECTION 1.3.  Other Definitional Provisions.  (a)  The words "hereof,"
"herein" and "hereunder" and words of similar import when used in this Agreement
shall  refer to this Agreement as a whole and not to any particular provision of
this  Agreement,  and  Article, Schedule, Section, and Exhibit references are to
this  Agreement  unless  otherwise  specified.

          (b)  The  meanings  given  to  terms  defined  herein shall be equally
applicable  to  both  the  singular  and  plural  forms  of  such  terms.

                                   ARTICLE II

                                PURCHASE AND SALE

          SECTION  2.1.  The  Closings.

          (a)  The  First  Closing.  The  closing  (the  "First Closing") of the
Initial  Purchase  (as  defined  in  Section  2.2(b)(i)) as provided for in this
Agreement  shall  be  held  at  the  offices  of Simpson Thacher & Bartlett, 425
Lexington  Avenue,  New  York,  New  York  10017,  five  Business Days after the
conditions  to the First Closing set forth in Sections 7.1(a) and 7.2(a)  hereof
have  been  satisfied  or waived (other than the conditions which by their terms
are to be satisfied at the First Closing), or at such other time, date and place
as  shall be agreed upon by the parties hereto.  The actual time and date of the
First  Closing  are  herein  called  the  "First  Closing  Date".

          (b)  The  Second  Closing.  The  closing (the "Second Closing") of the
Subsequent  Purchase  (as defined in Section 2.2(b)(ii)) as provided for in this
Agreement  shall  be held at the place set forth in Section 2.1(a), two Business
Days after the conditions to the Second Closing set forth in Sections 7.1(b) and
7.2(b)  hereof have been satisfied or waived (other than the conditions which by
their  terms  are to be satisfied at the Second Closing), or at such other time,
date  and  place as shall be agreed upon by the Company and the Purchasers.  The
actual time and date of the Second Closing are herein called the "Second Closing
Date".

          SECTION  2.2.  Purchase  and  Sale;  Consideration

          (a)  Subscription and Purchase of Existing Shares.  Upon the terms and
subject  to  the conditions of this Agreement, at the First Closing, each of the
Purchasers,  severally  and  not  jointly,  hereby  agrees  to purchase from the
Selling  Stockholders  the  number of Shares set forth opposite such Purchaser's
name on Schedule 2.2(a) (collectively, the "Existing Shares"), free and clear of
all  Encumbrances,  for  a  price of $16.00 per share, representing an aggregate
purchase price of $75.0 million (the "Existing Shares Purchase Price").  Each of
the  Selling  Stockholders, severally and not jointly, hereby agrees to sell and
deliver  to  the  Purchasers  against  payment of the purchase price therefor in
immediately available funds the number of Shares set forth opposite such Selling
Stockholder's  name on Schedule 2.2(a) for a purchase price of $16.00 per share.
Each  Selling  Stockholder  shall  sell  and  deliver its Existing Shares to the
particular  Purchaser  or  Purchasers  designated  by  the  Purchasers.

          (b)  Subscription  and  Purchase  of  New  Shares  and  the  Warrants.

          (i)  First  Closing.  Upon  the terms and subject to the conditions of
this  Agreement,  at  the First Closing, each of the Purchasers hereby agrees to
purchase  from  the Company the number of Shares and warrants to purchase Shares
in  the form of Exhibit B hereto (the "Initial Warrants") set forth opposite its
name  on  Schedule  2.2(b)(i),  and the Company hereby agrees to issue, sell and
deliver  to  the Purchasers against payment of the purchase price in immediately
available  funds an aggregate of 9,375,000 Shares (the "Initial New Shares") and
Initial  Warrants  to  purchase  1,012,500  Shares (without giving effect to any
adjustment as provided in the Initial Warrants), in each case, free and clear of
all  Encumbrances,  for  an  aggregate  purchase  price  of  $150.0 million (the
"Initial  New  Shares  Purchase  Price").  The purchase by the Purchasers of the
Existing  Shares, the Initial New Shares and the Initial Warrants is hereinafter
collectively  referred  to  as  the  "Initial  Purchase".

          (ii)  Second Closing.  Upon the terms and subject to the conditions of
this  Agreement,  at  the Second Closing, each of CMBP II, CMBCV and 55th Street
(collectively,  the  "Subsequent Purchasers") hereby agrees to purchase from the
Company  the  number  of  Shares  and warrants to purchase Shares in the form of
Exhibit  B  hereto (the "Subsequent Warrants" and, collectively with the Initial
Warrants,  the  "Warrants")  set forth opposite its name on Schedule 2.2(b)(ii),
and  the  Company  hereby  agrees  to  issue, sell and deliver to the Subsequent
Purchasers  against payment of the purchase price in immediately available funds
an  aggregate number of Shares determined in accordance with the next succeeding
sentence  (the  "Subsequent  New Shares " and, collectively with the Initial New
Shares, the "New Shares") and Warrants to purchase an aggregate number of Shares
determined in accordance with the second succeeding sentence, in each case, free
and  clear of all Encumbrances, for an aggregate purchase price of not less than
$50.0  million  and  not  greater than $75.0 million (the "Subsequent New Shares
Purchase  Price"  and,  collectively with the Initial New Shares Purchase Price,
the  "New  Shares  Purchase  Price"),  as  determined in accordance with Section
5.3(iv)  of the Stockholders Agreement.  At the Second Closing, the Company will
issue,  sell  and  deliver  to  the  Subsequent  Purchasers  and  the Subsequent
Purchasers  will purchase from the Company an aggregate number of Subsequent New
Shares equal to the quotient of the Subsequent New Shares Purchase Price divided
by  $16.00.  At  the Second Closing, the Company will issue, sell and deliver to
the  Subsequent  Purchasers and the Subsequent Purchasers will purchase from the
Company  Subsequent  Warrants to purchase an aggregate number of Shares (without
giving effect to any adjustment as provided in the Subsequent Warrants) equal to
the  product  of  the Subsequent New Shares Purchase Price multiplied by 0.0045.
The  purchase  by the Subsequent Purchasers of the Subsequent New Shares and the
Subsequent  Warrants  is hereinafter collectively referred to as the "Subsequent
Purchase".

          SECTION  2.3.  Closing  Deliveries  by  the  Company

          (a) At the First Closing, the Company shall deliver to the Purchasers:

          (i)  certificates evidencing the Initial New Shares, registered in the
name  of  the  applicable  Purchaser;

          (ii)  the  executed  Initial  Warrants;

          (iii)  a  receipt  for  the  Initial  New  Shares  Purchase  Price;

          (iv)  an  executed  Stockholders  Agreement;

          (v)  the  certificate  required  to  be  delivered pursuant to Section
7.1(a)(i);

          (vi)  the  opinions  required  to  be  delivered  pursuant  to Section
7.1(a)(v);  and

          (vii)  (A)  a  financing fee payable to the Purchasers or an Affiliate
of  the  Purchasers in an amount in cash equal to $2.25 million by wire transfer
of immediately available funds to a bank account or accounts to be designated by
the  Purchasers in writing at least two Business Days prior to the First Closing
Date and (B) an amount representing the expenses of the Purchasers in accordance
with  Section  10.1

          (b) At the Second Closing, the Company shall deliver to the Subsequent
Purchasers:

          (i)  certificates  evidencing the Subsequent New Shares, registered in
the  name  of  the  applicable  Subsequent  Purchaser;

          (ii)  the  executed  Subsequent  Warrants;

          (iii)  a  receipt  for  the  Subsequent  New  Shares  Purchase  Price;

          (iv)  the  certificate  required  to  be delivered pursuant to Section
7.1(b)(i);

          (v)  the  opinion  required  to  be  delivered  pursuant  to  Section
7.1(b)(vii);  and

          (vi)  a  financing  fee  payable  to  the  Subsequent Purchasers or an
Affiliate  of  the Subsequent Purchasers in an amount in cash equal to 1% of the
Subsequent  New  Shares Purchase Price by wire transfer of immediately available
funds  to  a  bank  account  or  accounts  to  be  designated  by the Subsequent
Purchasers  in  writing  at  least two Business Days prior to the Second Closing
Date.

          SECTION  2.4.  Closing  Delivers  by  the Selling Stockholder.  At the
First Closing, each of the Selling Stockholders shall deliver to the Purchasers:

          (i)  certificates  evidencing  the  Existing Shares to be sold by such
Selling  Stockholder  pursuant  to Section 2.2(a), duly endorsed for transfer or
accompanied  by  stock powers duly executed, in either case executed in blank or
in  favor  of  the  applicable  Purchaser  as designated in writing at least two
Business  Days  prior  to  the  First  Closing  Date,  and  otherwise  in a form
acceptable  for  transfer  on  the  books  of  the  Company;

          (ii)  a  receipt  for  the  applicable Existing Shares Purchase Price;

          (iii)  an  executed  Stockholders  Agreement;

          (iv)  the  certificate  required  to  be delivered pursuant to Section
7.1(a)(i);  and

          (v)  the  opinions  required  to  be  delivered  pursuant  to  Section
7.1(a)(v).

          SECTION  2.5.  Closing Deliveries by the Purchasers and the Subsequent
Purchasers.

          (a)  At  the  First  Closing,  each  of  the Purchasers shall deliver:

          (i)  to  the  Company:

               (A)  the  Initial  New  Shares Purchase Price for the Initial New
Shares  and  the  Initial Warrants to be purchased by such Purchaser pursuant to
Section  2.2(b)(i),  by  wire  transfer of immediately available funds to a bank
account  or  accounts  to  be  designated by the Company in writing at least two
Business  Days  prior  to  the  First  Closing  Date;

               (B)  receipts for the Initial New Shares and the Initial Warrants
purchased  by  such  Purchaser  pursuant  to  Section  2.2(b)(i);

               (C)  an  executed  Stockholders  Agreement;

               (D)  the certificate required to be delivered pursuant to Section
7.2(a)(i);  and

               (E)  the  opinions  required  to be delivered pursuant to Section
7.2(a)(v).

          (ii)  to  each  of  the  Selling  Stockholders:

               (A)  the  applicable  Existing  Shares  Purchase  Price  for  the
Existing Shares to be purchased by such Purchaser pursuant to Section 2.2(a), by
wire transfer of immediately available funds to a bank account or accounts to be
designated  by  the  applicable  Selling  Stockholder  in  writing  at least two
Business  Days  prior  to  the  First  Closing  Date;

               (B)  receipts for the Existing Shares purchased by such Purchaser
pursuant  to  Section  2.2(a);

               (C)  an  executed  Stockholders  Agreement;

               (D)  the certificate required to be delivered pursuant to Section
7.2(a)(i);  and

               (E)  the  opinions  required  to be delivered pursuant to Section
7.2(a)(v).

          (b)  At  the  Second  Closing, each of the Subsequent Purchasers shall
deliver  to  the  Company:

          (i)  the  Subsequent  New Shares Purchase Price for the Subsequent New
Shares  and the Subsequent Warrants to be purchased by such Subsequent Purchaser
pursuant  to Section 2.2(b)(ii), by wire transfer of immediately available funds
to  a  bank  account  or  accounts to be designated by the Company in writing at
least  two  Business  Days  prior  to  the  Second  Closing  Date;

          (ii)  receipts  for  the  Subsequent  New  Shares  and  the Subsequent
Warrants  purchased by such Subsequent Purchaser pursuant to Section 2.2(b)(ii);

          (iii)  the  certificate  required  to be delivered pursuant to Section
7.2(b)(i);  and

          (iv)  the  opinion  required  to  be  delivered  pursuant  to  Section
7.2(b)(vii).

                                   ARTICLE III

              REPRESENTATIONS AND WARRANTIES REGARDING THE SELLING
                                  STOCKHOLDERS

          Each  of  the  Selling Stockholders, severally and not jointly, hereby
represents  and  warrants  to  the  Purchasers  as  follows:

          SECTION 3.1.  Organization.  Such Selling Stockholder, (a) if a trust,
has  been  duly  established and is a valid trust under the laws of the State of
Texas  and  (b)  if  a  corporation,  has  been duly incorporated and is validly
existing  and  in  good  standing  under  the  laws  of  its  jurisdiction  of
incorporation.  Each  Selling  Stockholder  has  provided  to  the  Purchasers a
complete  and  correct  copy  of its certificate of incorporation and by-laws or
indenture creating the trust, as the case may be, and all amendments thereto, as
in  effect  on  the  date  of  this  Agreement.

          SECTION 3.2.  Authority.  If  such Selling Stockholder is a trust, the
trustees  of  that  trust  have all necessary trust power and authority, and, if
such  Selling  Stockholder  is a corporation, that corporation has all necessary
corporate  power and authority to enter into this Agreement and the Stockholders
Agreement  and  has  taken  all  action  necessary  to  execute and deliver such
agreements,  to  consummate the transactions contemplated hereby and thereby and
to  perform  its  obligations  hereunder and thereunder.  This Agreement and the
Stockholders  Agreement have been or will be duly executed and delivered by such
Selling  Stockholder.  Assuming  the  due  execution  of  this Agreement and the
Stockholders  Agreement  by  the  Company,  the Purchasers and the other Selling
Stockholders  (and,  in  the  case of the Stockholders Agreement, by each of the
other stockholders of the Company party thereto), this Agreement constitutes and
the  Stockholders Agreement will constitute legal, valid and binding obligations
of  such  Selling  Stockholder,  enforceable  against  it in accordance with its
terms,  subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights, general equitable principles (whether considered
in  a  proceeding in equity or at law) and an implied covenant of good faith and
fair  dealing.

          SECTION 3.3.  Title to Shares.  Such Selling Stockholder is the record
and  beneficial  owner  of  the  Existing Shares set forth opposite such Selling
Stockholder's  name  on  Schedule 2.2(a), free and clear of all Encumbrances and
has  full  authority to sell such Existing Shares.   Such Selling Stockholder is
not  a  party  to  any  other  agreement, and no such option, right or agreement
exists,  that  requires,  or  that  may  require,  upon the passage of time, the
payment  of money or the occurrence of any other event, such Selling Stockholder
to  transfer  any  of  such Existing Shares to anyone other than the Purchasers.
Upon  consummation  of  the  transactions  contemplated  hereby,  such  Selling
Stockholder  will transfer good and valid title to the Existing Shares set forth
opposite  such  Selling Stockholder's name on Schedule 2.2(a) to the Purchasers,
free  and  clear  of  all  Encumbrances  (other than Encumbrances created by the
Purchasers  or  the  Stockholders  Agreement).

          SECTION 3.4.  Non-Contravention.  Neither the execution or delivery of
this Agreement or the Stockholders Agreement by such Selling Stockholder nor the
performance  by  such  Selling  Stockholder  of  its  obligations  hereunder  or
thereunder  nor the consummation by such Selling Stockholder of the transactions
contemplated  hereby or thereby, will result in (a) a violation of or a conflict
with  the certificate of incorporation or by-laws of such Selling Stockholder or
the  indenture  creating such Selling Stockholder, (b) a breach or violation of,
or  a  default under (with or without notice or lapse of time or both), any term
or  provision  of,  or  any  right of termination, cancellation, modification or
acceleration  arising  under,  any  note,  bond,  mortgage,  indenture, license,
contract,  commitment,  arrangement,  agreement,  lease  or  other instrument or
obligation  ("Contracts") or Permit to which such Selling Stockholder is a party
or  is  subject  or  by  which  any of its properties or assets are bound, (c) a
violation  by such Selling Stockholder of any Government Order, or statute, law,
ordinance, rule or regulation, whether federal, foreign, state or local ("Law"),
to  which  such Selling Stockholder is subject or by which any of its properties
or  assets  are bound, or (d) the imposition of any Encumbrance on the business,
properties or assets of such Selling Stockholder or the Existing Shares owned by
it,  except  in  the  case  of  clauses  (b),  (c)  and (d), for those breaches,
defaults,  rights,  violations  or  impositions  which,  individually  or in the
aggregate,  would  not reasonably be expected to have a Material Adverse Effect.

          SECTION  3.5.  Consents and Approvals.  No consent, approval, order or
authorization  of,  notice  to,  or  declaration,  filing  or  registration with
("Government  Approval")  any  Governmental  Authority,  or consent, approval or
waiver  of  any other Person, is required to be made or obtained by such Selling
Stockholder  in  connection with the execution, delivery and performance of this
Agreement or the Stockholders Agreement and the consummation of the transactions
contemplated  hereby  or  thereby  except  those that have been made or obtained
prior  to the date hereof, and except for the filing of all notices, reports and
other  documents  required  by, and the expiration or termination of all waiting
periods  under,  the  HSR  Act ("HSR Approval"), and except for those Government
Approvals  or  consents,  approvals  or  waivers  of  any  other  Person  which,
individually  or  in  the  aggregate, would not reasonably be expected to have a
Material  Adverse  Effect.

          SECTION  3.6.  Brokers.  No  broker,  finder  or  investment banker is
entitled to any broker's, finder's or other fee or commission in connection with
the  transactions  contemplated  by  this  Agreement  and  the other Transaction
Agreements  based  upon agreements or other arrangements made by or on behalf of
such Selling Stockholder, except for Merrill Lynch & Co., the fees of whom shall
be  the responsibility of the Company, and the material terms of which have been
previously  disclosed  to  the  Purchasers.

          SECTION  3.7.  No Other Representations or Warranties.  Except for the
representations  and  warranties  contained  in  this  Article  III, none of the
Selling Stockholders nor any other Person has made or makes any other express or
implied  representation or warranty, either oral or written, on behalf of any of
the  Selling  Stockholders.

                                   ARTICLE IV

              REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

          The  Company  hereby  represents  and  warrants  to  the Purchasers as
follows:

          SECTION  4.1.  Organization.    The  Company  is  a  corporation  duly
incorporated  and  validly  existing  and in good standing under the laws of the
State  of  Delaware  and  each  of  its  Subsidiaries  is a corporation, limited
liability  company or limited partnership duly incorporated or organized (as the
case  may  be),  validly  existing  and  in  good standing under the laws of the
jurisdiction  of its organization, except where the failure of such Subsidiaries
to  be  in good standing, individually or in the aggregate, would not reasonably
be  expected  to  have  a  Material Adverse Effect.  The Company and each of its
Subsidiaries  have  full  power  and  authority  to  conduct  their  respective
businesses  as  they are currently being conducted and to own, lease and operate
their  respective  properties  and assets, except where the failure to have such
power  and  authority, individually or in the aggregate, would not reasonably be
expected  to  have  a  Material  Adverse  Effect.  The  Company  and each of its
Subsidiaries  are  duly  qualified to do business as foreign entities and are in
good  standing  in  each  jurisdiction in which the character or location of the
properties  and assets owned or operated by them or the nature of the businesses
conducted  by  them makes such qualification necessary, except where the failure
to  be so qualified or in good standing, individually or in the aggregate, would
not  reasonably  be expected to have a Material Adverse Effect.  The Company has
provided  to  the  Purchasers  a complete and correct copy of its certificate of
incorporation  and by-laws, and all amendments thereto, as in effect on the date
of  this  Agreement.

          SECTION  4.2.  Authority.  The  Company  has  all  necessary corporate
power  and  authority  to  enter  into  this Agreement and the other Transaction
Agreements  and  perform its obligations hereunder and thereunder and consummate
the  transactions  contemplated hereby and thereby and the Company has taken all
corporate action necessary to execute and deliver such agreements, to consummate
the  transactions contemplated hereby and thereby and to perform its obligations
hereunder  and  thereunder.  This Agreement and the other Transaction Agreements
have  been  or will be duly executed and delivered by the Company.  Assuming the
due execution of this Agreement and the Stockholders Agreement by the Purchasers
and the Selling Stockholders (and, in the case of the Stockholders Agreement, by
each  of  the  other  stockholders of the Company party thereto), this Agreement
constitutes  and  the  other Transaction Agreements will constitute legal, valid
and  binding  obligations  of  the Company, enforceable against it in accordance
with  their  terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws of general applicability
relating  to  or  affecting  creditors'  rights,  general  equitable  principles
(whether considered in a proceeding in equity or at law) and an implied covenant
of  good  faith  and  fair  dealing.

          SECTION  4.3.  Capitalization.  (a)  As  of  October  22,  1999,  the
capitalization  of  the  Company  consisted  of:

          (i)  250,000,000  authorized  shares  of  Common  Stock,  of  which
85,003,740  shares  were  issued  or  outstanding;

          (ii)  150,000,000 authorized shares of preferred stock of the Company,
of  which  no  shares  were  issued  or  outstanding;  and

          (iii)  no  shares  of  any other class or series of capital stock were
authorized,  issued  or  outstanding.

          Since  October  22,  1999, no shares of Common Stock have been issued,
other  than upon the exercise of Company options described in Schedule 4.3(b) or
as  otherwise  described  on  Schedule  4.3(a).  All  of  the outstanding Shares
(including,  without limitation, the Existing Shares) have been duly and validly
authorized  and validly issued and are fully paid and nonassessable and were not
issued  in  violation  of,  or subject to, any preemptive, subscription or other
similar  rights  of  any  other  Person.

          (b)  Except  as  set  forth  on  Schedule  4.3(b),  and except for the
Warrants,  there  are  no  subscriptions, options, warrants, calls, commitments,
contracts,  preemptive  rights  or  other rights of any kind outstanding for the
purchase of, nor any securities convertible into or exchangeable for, any equity
interests of the Company, nor has the Company taken or agreed to take any action
to  issue  or grant the same.  Except as set forth in the Stockholders Agreement
and  except  for  redemption obligation pursuant to Section 6.05 of The ClubCorp
Employee  Stock  Ownership Plan, effective as of January 1, 1999, the Company is
not obligated to purchase, redeem or otherwise acquire any shares of its capital
stock  or  other equity interests.  There are no restrictions upon the voting or
transfer  of  any Shares pursuant to the certificate of incorporation or by-laws
of  the  Company  or,  except  as described on Schedule 4.3(b), any agreement or
other  instrument to which the Company or any of its stockholders are a party or
by  which  the  Company  or,  to  the  knowledge  of  the  Company,  any  of the
stockholders  of  the Company are bound (other than the Stockholders Agreement).
Except  as  set  forth  on Schedule 4.3(b), the consummation of the transactions
contemplated  by this Agreement will not trigger the anti-dilution provisions or
other  price  adjustment  mechanisms  of any outstanding subscriptions, options,
warrants,  calls, commitments, contracts, preemptive rights, demands, conversion
rights or other agreements or arrangements of any character or nature whatsoever
under which the Company is or may be obligated to issue or acquire Shares or any
other  capital  stock.

          (c)  The  New  Shares and the Shares to be issued upon the exercise of
the  Warrants have been duly and validly authorized and, when issued pursuant to
the  terms of this Agreement and the Warrant, will be validly issued, fully paid
and nonassessable and shall be delivered to the Purchasers free and clear of all
Encumbrances  (other  than  Encumbrances  created  by  the  Purchasers  and  the
Stockholders Agreement) and shall not be issued in violation of, nor subject to,
any  preemptive, subscription or other similar rights of any other Person (other
than  as set forth in the Stockholders Agreement).  The Company has reserved for
issuance  an  aggregate  of  1,350,000  Shares for issuance upon exercise of the
Warrants.  The Warrants have been duly authorized and, on the First Closing Date
or  the  Second  Closing  Date,  as  the  case may be, will be duly executed and
delivered  by  the  Company  and  will  constitute  valid  and  legally  binding
obligations  of  the Company, enforceable against the Company in accordance with
their  terms,  subject  to  the  effects  of  bankruptcy, insolvency, fraudulent
conveyance,  reorganization,  moratorium and other laws of general applicability
relating  to  or  affecting  creditors'  rights,  general  equitable  principles
(whether considered in a proceeding in equity or at law) and an implied covenant
of  good  faith  and  fair  dealing.

          (d)  Except  as  set  forth  on  Schedule  4.3(d),  and except for the
Stockholders  Agreement,  the  Company  has  not  granted or agreed to grant any
rights  relating  to the registration of its securities under applicable federal
and  state  securities  laws,  including  piggyback  rights.

          (e)  Except  as  set  forth  on  Schedule  4.3(e),  and except for the
Stockholders  Agreement,  neither  the  Company  nor,  to  the  knowledge of the
Company,  any of its stockholders is a party to, or has knowledge of any, voting
trusts,  proxies  or  any  other  agreements  with  respect to the voting of the
Shares.

          (f)  As  of  the  date  hereof,  the only outstanding Indebtedness for
borrowed money of the Company and its Subsidiaries is (i) Indebtedness under the
First  Amendment  and Restated Credit Agreement, dated as of September 24, 1999,
among the Company, Bank of America, N.A., as administrative agent, and the other
lenders  named  therein (the "New Credit Agreement "), and (ii) the Indebtedness
set  forth  on Schedule 4.3(f).  (i) There exists no default or event of default
(with  or  without notice or lapse of time or both) by the Company or any of its
Subsidiaries  under  the  provisions  of the New Credit Agreement and (ii) there
exists  no  default or event of default (with or without notice or lapse of time
or  both)  by the Company or any of its Subsidiaries under the provisions of any
instrument  evidencing  such  other  Indebtedness  or  of any agreement relating
thereto, that, in either case, permits or would reasonably be expected to result
in  the  counterparty  thereto accelerating all or any part of such Indebtedness
except,  in the case of clause (ii), where such acceleration, individually or in
the  aggregate,  would  not  reasonably  be  expected to have a Material Adverse
Effect.

          SECTION 4.4.  Non-Contravention.  Except as set forth on Schedule 4.4,
neither  the  execution  or  delivery of this Agreement or the other Transaction
Agreements  by the Company nor the performance by the Company of its obligations
hereunder  or thereunder nor the consummation by the Company of the transactions
contemplated  hereby or thereby, will result in (a) a violation of or a conflict
with any provision of the certificate of incorporation or by-laws of the Company
or  the organizational documents of any of its Subsidiaries, (b) a breach of, or
a  default  under (with or without notice or lapse of time or both), any term or
provision  of, or any right of termination, cancellation or acceleration arising
under, any Contract or Permit to which the Company or any of its Subsidiaries is
a party or is subject or by which any of its properties or assets are bound, (c)
a violation by the Company or any of its Subsidiaries of any Government Order or
Law  to  which the Company or any of its Subsidiaries is subject or by which any
of  its properties or assets are bound, or (d) the imposition of any Encumbrance
on the business, properties or assets of the Company or any of its Subsidiaries,
except  in  the  case of clauses (b), (c) and (d), for those breaches, defaults,
rights, violations or impositions which, individually or in the aggregate, would
not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

          SECTION 4.5.  Consents and Approvals.  Except as set forth on Schedule
4.5,  no  Government  Approval  with  any  Governmental  Authority,  or consent,
approval  or  waiver  of any other Person, is required to be made or obtained by
the  Company  in connection with the execution, delivery and performance of this
Agreement  or  the  other  Transaction  Agreements  and  the consummation of the
transactions  contemplated hereby or thereby except those that have been made or
obtained  prior  to the date hereof, and except for the HSR Approval, and except
for  those  Government  Approvals or consents, approvals or waivers of any other
Person which, individually or in the aggregate, would not reasonably be expected
to  have  a  Material  Adverse  Effect.

          SECTION  4.6.  Subsidiaries  (a)  As  used  herein, "Subsidiary" shall
mean  (i) any corporation of which a majority of the securities entitled to vote
generally  in  the  election  of  directors thereof, at the time as of which any
determination  is  being  made,  are owned by another entity, either directly or
indirectly  and  (ii) any joint venture, general or limited partnership, limited
liability  company  or  other  legal  entity in which an entity is the record or
beneficial  owner, directly or indirectly, of a majority of the voting interests
or  the  general  partner;

                       [CONFIDENTIAL TREATMENT REQUESTED]

Schedule 4.6(a) accurately sets forth each Subsidiary of the Company, other than
Subsidiaries  that,  individually  or  in the aggregate, are not material to the
operations  of the Company and its Subsidiaries, taken as a whole, including its
name,  place  of incorporation or formation, and if not wholly owned directly or
indirectly by the Company, the record ownership as of the date of this Agreement
of  all  capital  stock or other equity interests issued thereby.  All shares of
capital stock or other equity interests of any Subsidiary directly or indirectly
owned  by  the  Company  have been duly authorized and validly issued, are fully
paid,  and,  in the case of corporations, nonassessable and, except as set forth
on  Schedule  4.6(a),  are  directly or indirectly owned by the Company free and
clear  of all Encumbrances and have not been issued in violation of, nor subject
to,  any  preemptive,  subscription  or other similar rights of any other Person
(other  than  as  described  on  Schedule  4.6(a)).

          (b)  Except  as set forth on Schedule 4.6(b), there are no outstanding
subscriptions,  options, warrants, calls, contracts, preemptive rights, demands,
commitments,  conversion  rights  or  other  agreements  or  arrangements of any
character  or  nature whatsoever under which any Subsidiary of the Company is or
may  be  obligated  to  issue  or  acquire  its  capital  stock  or other equity
interests.

          (c)  Except  as  set  forth  on  Schedule  4.6(c), there are no voting
trusts,  proxies  or  any  other  agreements  with  respect to the voting of any
capital  stock  or  other  equity  interests  of  any Subsidiary of the Company.

          (d)  Except  for the Subsidiaries and as set forth on Schedule 4.6(d),
the  Company  does  not own any capital stock, membership interests, security or
other  interest  in  any other Person that is material, in the aggregate, to the
Company,  and,  except  as set forth in Schedule 4.6(d), neither the Company nor
any  of  its  Subsidiaries  has any written, or to the knowledge of the Company,
oral  understanding or agreement to provide funds to, or make any investment (in
the form of a loan, capital contribution or otherwise) in, any other Person that
is  material,  in  the  aggregate,  to  the  Company,  other than a wholly-owned
Subsidiary  of  the  Company.

          SECTION  4.7.  SEC  Reports.  The  Company  has  made available to the
Purchasers  an  accurate and complete copy of each report filed since January 1,
1997  by  the  Company  with  the SEC pursuant to the Exchange Act as amended or
supplemented  (collectively,  and  in  each  case  including  all  exhibits  and
schedules  thereto and documents incorporated by reference therein, the "Company
Reports").  As  of  its  date  of  filing,  each  Company Report complied in all
material  respects  with  the requirements of the Exchange Act and the rules and
regulations of the SEC promulgated thereunder applicable to such Company Report.
No  such  Company  Report  (including  any and all financial statements included
therein)  contained when filed or (except to the extent revised or superseded by
a  subsequent  filing with the SEC prior to the date hereof) contains any untrue
statement  of  a  material  fact  or omitted or omits to state any material fact
required  to  be  stated  therein  or  necessary in order to make the statements
therein,  in light of the circumstances in which they were made, not misleading.
Since  January  1,  1997,  the Company has filed all reports and other documents
required  to  be  filed by it under the Securities Act and the Exchange Act on a
timely  basis.  The  Company  is  not required to, and has not been required to,
register  its  Shares under the Exchange Act in accordance with the Exchange Act
and  the  rules  and  regulations  promulgated  by  the  SEC  thereunder.

          SECTION  4.8.  Financial  Information.  Each  of  the  consolidated
financial  statements  (including  the  notes  thereto)  included in the Company
Reports  complied  as  to  form,  as  of its date of filing with the SEC, in all
material  respects  with  applicable  accounting  requirements and the published
rules  and  regulations  of  the  SEC with respect thereto, has been prepared in
accordance  with  GAAP applied on a consistent basis during the periods involved
(except  as  may  be  indicated  in  the  notes thereto) and fairly presents the
consolidated  financial position of Company and its consolidated Subsidiaries as
of  the  dates thereof and the consolidated results of their operations and cash
flows  for  the  periods  then  ended.  The books and records of Company and its
consolidated  Subsidiaries  have been, and are being, maintained in all material
respects  in  accordance  with  GAAP.

          SECTION  4.9.  No Undisclosed Liabilities.  Except for (a) liabilities
included  or  reserved  for  in  the  audited  consolidated balance sheet of the
Company  included  in  its  Annual Report on Form 10-K for the fiscal year ended
December  29,  1998  or  the unaudited consolidated balance sheet of the Company
included in its Quarterly Report on Form 10-Q for the quarter ended September 7,
1999,  each  as  filed with the SEC, (b) liabilities or obligations disclosed on
Schedule 4.9, (c) liabilities or obligations incurred since December 29, 1998 in
the ordinary course of business consistent with past practice, which are not, in
the  aggregate,  material to the Company and its Subsidiaries, taken as a whole,
and (d) obligations to be performed or satisfied after the date hereof under the
Material Contracts (as defined below), at December 29, 1998, neither Company nor
any  of its Subsidiaries had, and since such date none of them has incurred, any
material  liabilities  or material obligations of any nature whatsoever (whether
accrued,  absolute,  contingent  or  otherwise and whether or not required to be
reflected  in  Company's  financial  statements  in  accordance  with  GAAP).

          SECTION  4.10.  Absence  of  Certain Changes or Events.  (a) Except as
set  forth in the Company Reports filed and publicly available prior to the date
hereof,  since  December 29, 1998, no event, change or circumstance has occurred
which  has had, or would reasonably be expected to result in, individually or in
the  aggregate,  a  Material  Adverse  Effect.

          (b)  Except  as  set  forth  in the Company Reports filed and publicly
available  prior  to  the  date hereof, since December 29, 1998, Company and its
Subsidiaries  have  carried  on their respective businesses only in the ordinary
and  usual  course  consistent  with  their  past  practices.

          (c)  Except  as  disclosed  on  Schedule  4.10(c)  and  in the Company
Reports filed and publicly available prior to the date hereof and except for the
execution  of this Agreement, since December 29, 1998, the Company has not taken
any  action  or  omitted to take any action and there has not occurred any event
which,  if  it  had taken place following the First Closing, would not have been
permitted  by  Section 5.3 of the Stockholders Agreement (other than the actions
specified  in clause (xiv) thereof) without the prior consent of the Purchasers.

          SECTION  4.11.  Certain  Contracts  and  Agreements.  All  contracts
material  to  the  business  of  the  Company  and its Subsidiaries to which the
Company or its Subsidiaries is a party as of the date hereof, including, but not
limited  to,  all  (i)  contracts requiring by their terms payments by or to the
Company  or  any of its Subsidiaries of, or the provision of services valued at,
amounts  in  excess  of  $15.0 million per year, which are not terminable by the
Company  or  any  of  its  Subsidiaries  upon  90  days' notice, (ii) management
contracts  with  respect  to properties of third parties that are managed by the
Company  or  any  of  its  Subsidiaries,  (iii) partnership agreements and joint
venture  agreements  to  which the Company or any of its Subsidiaries is a party
(including  any  management  agreements  relating  thereto),  (iv)  employment,
severance or consulting agreements, (v) agreements granting to any third party a
right  of  first  refusal,  first  offer  or  other right to purchase any of the
Properties,  (vi)  agreements  materially limiting or restricting the ability of
the  Company  or  any of its Subsidiaries to enter into or engage in any line of
business  or any geographic area, (vii) agreements or contracts with any Selling
Stockholder  or  any  other  Affiliate of the Company or any Selling Stockholder
(other  than  agreements covered by clause (iv)), (viii) contracts or agreements
entered  into  within  the  last  three years relating to the acquisition by the
Company  or  any  of  its  Subsidiaries  of  any  other Person or any investment
interests in any other Person or the disposition of any assets by the Company or
any  of  its  Subsidiaries  or any such investment interest, in each case, in an
amount  in  excess of $1.0 million, (ix) contracts or agreements under which the
Company  or  any  of  its Subsidiaries has outstanding Indebtedness in excess of
$5.0  million, and (x) contracts or agreements under which the Company or any of
its  Subsidiaries has indemnification obligations, other than obligations in the
ordinary  course  of  business (collectively, the "Material Contracts"), are set
forth  on  Schedule  4.11.  Each  of the Material Contracts is in full force and
effect,  and,  assuming the due authorization, execution and delivery thereof by
the  counterparties  thereto,  is the legal, valid and binding obligation of the
Company  or  its  Subsidiary,  as  the  case  may  be, enforceable against it in
accordance  with  its  terms,  subject to the effects of bankruptcy, insolvency,
fraudulent  conveyance,  reorganization,  moratorium and similar laws of general
applicability  relating  to  or  affecting  creditors' rights, general equitable
principles  (whether  considered  in  a  proceeding  in equity or at law) and an
implied  covenant of good faith and fair dealing, except where the failure to be
in  full  force  and  effect  or  be  a  legal,  valid  and  binding obligation,
individually  or  in  the  aggregate, would not reasonably be expected to have a
Material  Adverse  Effect.  Except  as  set forth on Schedule 4.11, there are no
existing  defaults, nor have any events or circumstances occurred which, with or
without  notice  or  the lapse of time or both, would constitute defaults by the
Company  or  its  Subsidiaries,  or,  to the knowledge of the Company, any other
party, under any of the Material Contracts, except for defaults as, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.

          SECTION  4.12.   (a)  Schedule  4.12 contains a true and complete list
of  each  "employee  benefit  plan"  (within  the meaning of section 3(3) of the
Employee  Retirement  Income  Security  Act  of  1974,  as  amended  ("ERISA"),
including,  without  limitation, multiemployer plans within the meaning of ERISA
section  3(37)),  stock  purchase,  stock  option,  severance,  employment,
change-in-control,  fringe  benefit,  collective  bargaining,  bonus, incentive,
deferred  compensation  and  all  other  employee  benefit  plans,  agreements,
programs,  policies  or  other  arrangements,  whether  or  not subject to ERISA
(including  any  funding  mechanism  therefor  now  in effect or required in the
future  as  a  result of the transactions contemplated by this Agreement and the
other  Transaction  Agreements or otherwise), under which any employee or former
employee  of  the  Company  or any of its Subsidiaries has any present or future
right to benefits and under which the Company or any of its Subsidiaries has any
present or future liability.  All such plans, agreements, programs, policies and
arrangements  shall  be  collectively  referred  to  as  the  "Company  Plans".

          (b)  With respect to each Company Plan, the Company has made available
to  the  Purchasers  a current, accurate and complete copy (or, to the extent no
such  copy  exists,  an  accurate  description)  thereof  and,  to  the  extent
applicable:  (i)  any  related trust agreement or other funding instrument; (ii)
the  most  recent  determination  letter,  if applicable; (iii) any summary plan
description  and  other  written  communications  (or  a description of any oral
communications)  by  the  Company  or any of its Subsidiaries to their employees
concerning  the  extent  of the benefits provided under a Company Plan; and (iv)
for  the  two  most  recent  years (A) the Form 5500 and attached schedules, (B)
audited  financial  statements  and  (C)  actuarial  valuation  reports.

          (c)  (i)  Each  Company  Plan has been established and administered in
substantial  compliance  with  the  applicable  provisions  of  ERISA,  the U.S.
Internal Revenue Code of 1986, as amended (the "Code"), and other applicable Law
and  with  the  terms  of  such  Company  Plan;  (ii) each Company Plan which is
intended  to be qualified within the meaning of Code section 401(a) has received
a  favorable  determination letter as to its qualification, and to the knowledge
of  the  Company nothing has occurred, whether by action or failure to act, that
could  reasonably  be expected to cause the loss of such qualification; (iii) no
event has occurred and no condition exists that would subject the Company or any
of  its Subsidiaries, either directly or by reason of their affiliation with any
member  of  their  "Controlled  Group"  (defined  as any organization which is a
member  of  a  controlled  group  of  organizations  within  the meaning of Code
sections  414(b),  (c),  (m)  or  (o)), to any tax, fine, lien, penalty or other
liability  imposed  by  ERISA,  the  Code or other applicable Law which would be
material  to  the  Company  and  its  Subsidiaries,  taken  as  a whole; (iv) no
"reportable  event"  for  which  the  30-day  reporting requirement has not been
waived  (as  such  term  is  defined  in  ERISA  section  4043),  "prohibited
transaction",  that,  assuming the taxable period of such transaction expired as
of  the  date  hereof,  could  subject the Company or any Subsidiary to a tax or
penalty  imposed  by  either  Code  section  4975  or ERISA section 502(i) in an
amount  which  would  be  material, or "accumulated funding deficiency" (as such
term  is  defined  in  ERISA  section  302  and Code section 412 (whether or not
waived))  has  occurred  with  respect  to any Company Plan; (v) no Company Plan
provides  retiree  welfare  benefits  and  neither  the  Company  nor any of its
Subsidiaries  have  any obligation to provide any retiree welfare benefits other
than  as  required  by section 4980B of the Code; and (vi) within the five years
prior  to  the date hereof, neither the Company nor any member of its Controlled
Group  has engaged in, or is a successor or parent corporation to an entity that
has  engaged  in,  a transaction described in sections 4069 or 4212(c) of ERISA.

          (d)  With  respect  to  each  of  the  Company  Plans  that  is  not a
multiemployer  plan  within  the  meaning  of section 4001(a)(3) of ERISA but is
subject  to  Title  IV  of  ERISA,  as  of the First Closing Date and the Second
Closing  Date,  the assets of each such Company Plan are at least equal in value
to  the  actuarially  determined present value of all benefit liabilities within
the  meaning  of  section  412 of the Code or section 302 of ERISA, based on the
actuarial  methods  and  assumptions  indicated  in  the  most  recent actuarial
valuation  reports.

          (e)  With  respect  to  any  multiemployer plan (within the meaning of
ERISA  section  4001(a)(3)) to which the Company, its Subsidiaries or any member
of  their  Controlled  Group has any liability or contributes (or has within the
past  12  months  contributed  or  had an obligation to contribute), none of the
Company,  its  Subsidiaries or any member of their Controlled Group has incurred
any withdrawal liability exceeding $5.0 million under Title IV of ERISA or would
be  subject  to  such  liability if, as of the First Closing Date and the Second
Closing  Date,  the  Company, its Subsidiaries or any member of their Controlled
Group were to engage in a complete withdrawal (as defined in ERISA section 4203)
or  partial  withdrawal  (as  defined  in  ERISA  section  4205)  from  any such
multiemployer  plan.

          (f)  With respect to any Company Plan, (i) no actions, suits or claims
(other  than routine claims for benefits in the ordinary course) are pending or,
to  the  knowledge  of  the  Company, threatened, (ii) no facts or circumstances
exist  that could reasonably be expected to give rise to any such actions, suits
or claims, and (iii) no written or oral communication has been received from the
U.S. Pension Benefit Guaranty Corporation in respect of any Company Plan subject
to  Title  IV  of  ERISA  concerning  the  funded status of any such plan or any
transfer  of  assets  and  liabilities from any such plan in connection with the
transactions  contemplated  herein.

          (g)  No  Company  Plan  exists that could result in the payment to any
present  or  former  employee  of  the Company or any of its Subsidiaries of any
money or other property or accelerate or provide any other rights or benefits to
any  present  or  former employee of the Company or any of its Subsidiaries as a
result  of  the  transactions  contemplated  by  this  Agreement  and  the other
Transaction  Agreements.  There  is no contract, plan or arrangement (written or
otherwise) covering any employee or former employee of the Company or any of its
Subsidiaries  that, individually or collectively, could give rise to the payment
of  any  material  amount  that would not be deductible pursuant to the terms of
section  280G  of  the  Code.

          (h)  The  Company  constitutes an "operating company" as defined in 29
CFR Section 2510.3-101(c).

          SECTION 4.13.  Compliance with Law; Other Instruments.  (a)  Except as
set  forth  on  Schedule  4.13(a),  the  Company  and  its  Subsidiaries  are in
compliance  with,  and  are  not  in  default  under,  all  applicable  Laws and
Government  Orders except for such failures to be in compliance or such defaults
which,  individually  or  in  the aggregate, would not reasonably be expected to
have  a  Material  Adverse  Effect.  The  Company  and its Subsidiaries have not
received any notice of, and to the knowledge of the Company, no investigation or
review  is  in  process or threatened by any Governmental Authority with respect
to,  any  material  violation  or  alleged  material  violation  of  any  Law or
Government  Order.

          (b)  Except  as  set  forth  on  Schedule 4.13(b), the Company and its
Subsidiaries  hold  all Permits necessary for the ownership and conduct of their
respective  businesses  in  each  of  the jurisdictions in which they conduct or
operate  their respective businesses in the manner now conducted and all of such
Permits  are  in  full force and effect, except for those failures to hold or to
remain  in  full force and effect which, individually or in the aggregate, would
not  reasonably  be  expected  to  have a Material Adverse Effect.  There are no
pending  or,  to  the  knowledge  of  the  Company,  threatened, suits, actions,
proceedings  or  investigations  with  respect  to  the  possible  revocation,
cancellation,  suspension,  limitation  or  nonrenewal  of any such Permits, and
there has occurred no event which (whether with notice or lapse of time or both)
could  reasonably  be  expected  to result in or constitute the basis for such a
revocation,  cancellation,  suspension, limitation or nonrenewal thereof, except
in  such  cases  where  such revocation, cancellation, suspension, limitation or
nonrenewal,  individually  or in the aggregate, would not reasonably be expected
to  have  a  Material  Adverse  Effect.

          SECTION  4.14.  Litigation.  Except  as  disclosed  on  Schedule 4.14,
there  is  no  action,  order,  writ,  injunction,  judgment,  fine  or  decree
outstanding  or  suit, litigation, proceeding, arbitral action, investigation or
claim  ("Litigation"),  including,  without  limitation,  those  involving  any
Governmental  Authority, pending or, to the knowledge of the Company, threatened
by  or against or relating to (a) the Company or any of its Subsidiaries, which,
if  adversely determined, would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, or (b) the transactions contemplated
by  this  Agreement  and  the other Transaction Agreements, nor does the Company
have  any  knowledge  of  any  event  which  could  lead to any such Litigation.

          SECTION  4.15.  Real Property.  (a)  Except as, individually or in the
aggregate,  would  not reasonably be expected to have a Material Adverse Effect:

          (i)  Owned  Properties.  Except  for  the  Encumbrances  described  in
Section  4.15(a)(iv)  or  disclosed  on Schedule 4.15(a)(i), the Company and its
Subsidiaries  own  good  and  marketable  fee  simple  title to all of the Owned
Properties,  free  and  clear  of  any  liens  or  security  interests;

          (ii)  Leased Properties.  (1) Except for the Encumbrances described in
Section  4.15(a)(iv)  and  except  as  set forth on Schedule 4.15(a)(ii)(1), the
Company  or  its  Subsidiary identified therein holds a valid leasehold interest
(each, a "Leasehold") in the Leased Properties described on Schedule 4.15(e)(ii)
pursuant  to  a  valid  lease or ground lease (each, a "Lease"), (2) each of the
Leases  is  in full force and effect, (3) the Company or its Subsidiary which is
the lessee under each Lease is not in default under any such Lease in respect of
any  monetary obligation or otherwise, subject however to obtaining the consents
identified  on Schedule 4.15(a)(ii)(3) as it relates to the Leases, (iv) each of
the  Leases  represents  the agreement between the Company or its Subsidiary and
the  lessor  thereunder  with  respect  to the applicable Leasehold, and (v) the
Company  or its Subsidiary which is the lessee under each Lease enjoys peaceable
and  quiet  possession  thereunder;

          (iii)  Improvements  in  Operable  Condition.  All  Improvements  and
Leased  Improvements  are  in  operable  condition  and are free from defects or
damage  which  would  render them unfit for their continued use in the manner in
which  they  currently  are  used.  All  water, sewer, gas, electric, telephone,
access  and  drainage  facilities and all other utilities required by Law and by
the  normal  operation of the Improvements (1) are available to the Improvements
with  valid  permits  (where  required),  and  (2)  are  adequate to service the
Improvements  for  their  intended  purposes  and  to  permit  compliance in all
respects  with  all  applicable  Law;

          (iv)  Encumbrances.  Except  as  set  forth  below and as set forth on
Schedule  4.15(a)(iv), the Properties are not subject to any Encumbrances except
for  (1)  Encumbrances  identified  in  the  Company  Reports filed and publicly
available  prior to the date hereof, (2) Encumbrances  imposed or promulgated by
Law  or  any  Governmental  Authority  with  respect to real property, including
Encumbrances  for  Taxes,  assessments or other governmental charges not yet due
and  payable  or  due  but  not  delinquent  or being contested in good faith by
appropriate  proceedings;  and (3) mechanics', carriers', workmen's, repairmen's
or  other  like  liens  arising  or incurred in the ordinary course of business;
provided  that  the  same  which relate to amounts owed in excess of $25,000 are
being  contested  in  good  faith  by  appropriate  proceedings;

          (v)  Condemnation.  There  is  no  pending or, to the knowledge of the
Company,  threatened  condemnation,  expropriation,  eminent  domain  or similar
proceeding  affecting all or any part of the Properties, and the Company and its
Subsidiaries  have not received any written or oral notice of any of the same or
have  any  knowledge  that  any  such  proceeding  is  contemplated;

          (vi)  Access.  The Company and its Subsidiaries have, or have obtained
all  easements  and  rights of way required from all Governmental Authorities or
from  private  parties for the normal use and operation of the Properties and to
ensure  adequate  vehicular  and  pedestrian  ingress  and egress from each such
Property;  and

          (vii)  Memberships.  Except  as  set  forth  on Schedule 4.15(a)(vii),
the  Company  and  its  Subsidiaries  are  not  in  default under any membership
contract  or other agreement, direct or indirect, written or verbal, which gives
rights with regard to the use of any of the Properties to any party ("Membership
Contracts"),  nor,  to the knowledge of the Company, is any member in default of
its  obligations  under  any  Membership  Contract.

          (b)  No  memberships  pertaining to any club or golf course located at
any  Property  have  been issued in violation of any federal or state securities
laws  or  regulations.

          (c)  Except as set forth on Schedule 4.15(c), no member of any club or
golf  course  located  at any Property has any ownership interest in any part of
such  Property granted by such member's membership contract or by the applicable
club's  or  golf  course's  by-laws.

          (d)  The Properties constitute all of the material real property which
is  either  owned  or  leased  by  the  Company  and  its  Subsidiaries.

          (e)  For  purposes  of  this Agreement, the terms below are defined as
follows:

          (i)  "Owned  Properties"  means:  (1)  the  real property set forth on
Schedule  4.15(e)(i)(1)  hereto  (the  "Land");  (2)  all  existing  buildings,
structures  and  other  improvements,  located  upon the Land, including without
limitation  all  hotels,  conference  center  buildings,  restaurants,  athletic
buildings,  clubhouse  buildings,  maintenance facilities, golf courses, driving
ranges,  practice  areas,  landscaping  improvements, man-made lakes, irrigation
systems  (including  sprinklers,  pipe,  and fittings), lakeliners, pumps, flood
control  works,  paving, walkways, road improvements, parking facilities and all
other  improvements  of  whatever kind owned by the Company and its Subsidiaries
which have previously been made, installed or erected and are now located on the
Land  (collectively,  the  "Improvements");  and  (3)  all  appurtenances,
hereditaments, easements, reversionary rights, and all other rights, privileges,
and  entitlements  belonging  to  or  running  with  the  Land;  and

          (ii)  "Leased Improvements" include all existing buildings, structures
and  other  improvements  located  upon  each  of  the  parcels of real property
comprising  a golf facility, resort, or athletic club or other business facility
leased  by the Company and its Subsidiaries as set forth on Schedule 4.15(e)(ii)
hereto  (the  "Leased  Properties"),  which  buildings,  structures  and  other
improvements include without limitation all hotels, conference center buildings,
restaurants,  athletic  buildings,  clubhouse buildings, maintenance facilities,
golf courses, driving ranges, practice areas, landscaping improvements, man-made
lakes,  irrigation  systems  (including  sprinklers,  pipes  and  fittings),
lakeliners,  pumps,  flood  control  works, paving, walkways, road improvements,
parking  facilities,  and  all  other improvements of whatever kind owned by the
Company  and  its  Subsidiaries  which  have  previously been made, installed or
erected and are now located on such Leased Properties (collectively, the "Leased
Improvements,"  and  together  with  the Leaseholds, the Improvements, the Owned
Properties  and  the  Leased  Properties,  the  "Properties").

          SECTION 4.16.  Intellectual Property  (a)  Schedule 4.16(a) sets forth
a  complete  and  accurate  list  of all material Intellectual Property that the
Company  and  its  Subsidiaries own or are licensed to use (in each case, as set
forth  on Schedule 4.16(a)) (the "Company IP").  All of the Company IP is valid,
enforceable,  unexpired, is free of Encumbrances, has not been abandoned and, to
the  knowledge  of  the  Company,  does  not  infringe  or  otherwise impair the
Intellectual  Property  of  any  third  party.  The  Company  IP  constitutes
substantially  all  of  the  Intellectual  Property used in or necessary for the
conduct  of  its  business  as  currently  conducted.

          (b)  The  Company  has not licensed or otherwise granted to others any
rights  to  use  the  Company  IP  except  as  set  forth  on  Schedule 4.16(b).

          (c)  To the knowledge of the Company, the use of the Company IP by the
Company  does  not infringe on or otherwise violate the rights of any Person and
is  in  accordance  with  any  applicable licenses pursuant to which the Company
acquired  the  right  to  use  such  Intellectual  Property.

          (d)  Except  as  disclosed  on  Schedule  4.16(d) and to the Company's
knowledge,  no  Person  is challenging, infringing on or otherwise violating any
right of the Company with respect to the Company IP, and no Government Order has
been  rendered  or  is,  to  the  knowledge  of  the Company, threatened, by any
Governmental  Authority that would limit, cancel or question the validity of the
right  of  the  Company  or  any  Subsidiary  to  own  or  use  any  Company IP.

          SECTION  4.17.  Tax  Matters.  (a)  Except  as  set  forth on Schedule
4.17(a),  (i)  all material Tax Returns that are required to be filed by or with
respect  to  the  Company  and  its  Subsidiaries have been duly filed, (ii) all
material  Taxes  of the Company and its Subsidiaries due and payable, whether or
not  shown on the Tax Returns referred to in clause (i), have been paid in full,
(iii)  the  Tax  Returns  referred  to  in  clause (i) have been examined by the
Internal  Revenue  Service  or  the  appropriate  state, local or foreign taxing
authority or the period for assessment of the Taxes in respect of which such Tax
Returns  were  required  to be filed has expired, (iv) all material deficiencies
asserted  or assessments made as a result of such examinations have been paid in
full,  (v)  no  material  issues  that  have  been raised by the relevant taxing
authority  in connection with the examination of any of the Tax Returns referred
to in clause (i) are currently pending, (vi) no waiver of statutes of limitation
have  been given by or requested with respect to any Taxes of the Company or its
Subsidiaries,  (vii) there are no liens for Taxes on any asset of the Company or
any of its Subsidiaries other than for current Taxes not yet due and payable, or
if  due,  (A) not delinquent or (B) being contested in good faith by appropriate
proceedings,  (viii) no consent has been filed relating to the Company or any of
its  Subsidiaries  pursuant  to Section 341(f) of the Code, and (ix) the federal
taxable net operating loss of the Company and its Subsidiaries is not subject to
a  limitation  under  Section 382 of the Code, and will not be subject to such a
limitation  as  a  result of the transactions contemplated by this Agreement and
the  other  Transaction  Agreements.

          (b)  For  purposes  of  this Agreement, the terms below are defined as
follows:

          (i)  "Taxes"  means  all  taxes,  charges,  fees, levies, penalties or
other  assessments imposed by any United States federal, state, local or foreign
taxing authority, including, but not limited to, income, excise, property, sales
and  use,  transfer,  franchise,  payroll, withholding, social security or other
taxes,  including  any  interest,  penalties  or additions attributable thereto.

          (ii)  "Tax  Return"  means  any  return, report, information return or
other  document  (including  any  related  or  supporting  information) filed or
required  to  be  filed  with  any  taxing  authority  with  respect  to  Taxes.

          SECTION  4.18.  Environmental  Laws.  (a)  Except  as  disclosed  on
Schedule  4.18  hereto  or  as,  individually  or  in  the  aggregate, would not
reasonably  be  expected  to have a Material Adverse Effect: (i) the Company and
its  Subsidiaries  comply  and  have  complied, during all applicable statute of
limitations  periods,  with  all  applicable Environmental Laws; and possess and
comply,  and  have  possessed  and  complied  during  all  applicable statute of
limitations  periods,  with  all  Environmental Permits; (ii) there are and have
been  no  releases  of  Materials  of  Environmental  Concern  or other physical
conditions  at any property owned, operated, or otherwise used by the Company or
any  of  its Subsidiaries, now or, to the knowledge of the Company, in the past,
or,  to  the  knowledge of the Company, at any other location (including without
limitation  any  facility  to  which Materials of Environmental Concern from the
Company or any of its Subsidiaries or the Properties have been sent), that could
reasonably  be expected to give rise to any liability of or costs to the Company
or  any  of  its  Subsidiaries  arising  out  of any Environmental Law; (iii) no
judicial,  administrative,  or  arbitral  proceeding  (including  any  notice of
violation  or alleged violation), under any Environmental Law or with respect to
any  Materials  of  Environmental  Concern  to  which  the Company or any of its
Subsidiaries  is,  or to the knowledge of the Company will be, named as a party,
or  affecting the Properties, is pending or, to the knowledge of or the Company,
threatened;  nor  is the Company or any of its Subsidiaries the recipient of any
request  for information or, to the knowledge of the Company, the subject of any
investigation,  in  connection with any such proceeding or potential proceeding;
(iv)  there  are  no  (A)  orders,  judgments,  decrees,  or agreements with any
Governmental  Authority  under  any  Environmental  Law  or  with respect to any
Materials  of  Environmental  Concern  or  (B)  agreements  with  any  Person to
investigate or remediate any Materials of Environmental Concern, in either case,
to  which  the  Company  or  any of its Subsidiaries is a party or affecting the
Properties;  (v)  to  the  knowledge  of  the  Company,  there  are  no  events,
conditions, circumstances, practices, plans, or legal requirements (in effect or
reasonably  anticipated),  that  would be reasonably likely within the next five
years  to  prevent  the  Company  or any of its Subsidiaries from, or materially
increase  the  burden  on  the  Company  or  any  of  its  Subsidiaries of:  (A)
complying  with  applicable  Environmental  Laws,  or  (B)  complying  with  all
Environmental  Permits;  and  (vi)  to the knowledge of the Company, each of the
foregoing representations and warranties is true and correct with respect to any
entity  for which the Company or any of its Subsidiaries has assumed or retained
liability,  whether  by  contract  or  operation  of  law.

          (b)  The  Company  has  furnished  to the Purchasers true and complete
copies  of  all  Environmental  Reports.

          (c)  This  Section  4.18  contains  the  only  representations  and
warranties of the Company and its Subsidiaries in this Agreement relating to any
Environmental  Law  or  Materials  of  Environmental  Concern.

          (d)  For  purposes  of  this Agreement, the terms below are defined as
follows:

          (i)  "Environmental  Laws"  means any and all Laws of any Governmental
Authority, regulating, relating to or imposing liability or standards of conduct
concerning  protection of the environment or of human health, or employee health
and safety as it relates to the presence of or exposure to any substances of any
kind.

          (ii)  "Environmental  Permits" means any and all Permits and any other
authorizations  required  of  the  Company  under  any  Environmental  Law.

          (iii)  "Environmental  Report"  means any environmental report, study,
assessment, audit, or other similar document in the possession or control of the
Company  or  any of its Subsidiaries that primarily concerns any issue of actual
or  potential  noncompliance  with,  actual or potential liability under or cost
arising  out  of,  or actual or potential impact on business in connection with,
any  Environmental  Law  or any proposed or anticipated change in or addition to
Environmental Law, that may affect the Company or any of its Subsidiaries or any
entity  for  which  it  may  be  liable.

          (iv)  "Materials  of Environmental Concern" shall mean any gasoline or
petroleum  (including  crude oil or any fraction thereof) or petroleum products,
polychlorinated  biphenyls,  urea-formaldehyde insulation, asbestos, pollutants,
contaminants,  radioactivity,  and  any other substances of any kind, whether or
not  any such substance is defined as hazardous or toxic under any Environmental
Law,  that is regulated pursuant to or could reasonably be expected to give rise
to  liability  under  any  Environmental  Law.

          SECTION  4.19.  Insurance.  The  Company  maintains  policies of fire,
flood  and  casualty,  general  liability,  errors  and omissions, directors and
officers  liability  and  other  forms  of  insurance in such amounts, with such
deductibles  and against such risks and losses as are set forth on Schedule 4.19
(the "Insurance Policies").  (i)  All such Insurance Policies are sufficient for
compliance  in  all  material  respects  with Law, Leases and all other material
agreements  to  which  the Company or any of its Subsidiaries is a party and are
reasonable  for  the business and assets of the Company and its Subsidiaries and
the  Properties,  (ii) all such Insurance Policies are in full force and effect,
and  all premiums due and payable thereon have been paid and the Company and its
Subsidiaries have complied with the provisions of such Insurance Policies, (iii)
no  insurer under any such policy has canceled or generally disclaimed liability
under  any  such  policy  or  indicated  any  intent to do so or to increase the
premiums payable under or not renew any such policy and (iv) to the knowledge of
the  Company,  there  is  no  fact  or  circumstance  that  could invalidate the
Insurance  Policies  or  make them unenforceable, except, in the case of clauses
(ii), (iii) and (iv), as, individually or in the aggregate, would not reasonably
be  expected  to  have  a  Material  Adverse  Effect.

          SECTION  4.20.  Brokers.  No  broker,  finder  or investment banker is
entitled to any broker's, finder's or other fee or commission in connection with
the  transactions  contemplated  by  this  Agreement  and  the other Transaction
Agreements  based  upon agreements or other arrangements made by or on behalf of
the  Company,  except  for  Merrill  Lynch  & Co., the fees of whom shall be the
responsibility  of  the  Company,  and  the  material  terms  of which have been
previously  disclosed  to  the  Purchasers.

          SECTION 4.21.Transactions with Affiliates.  Except as set forth in the
Company Reports filed and publicly available prior to the date hereof and as set
forth on Schedule 4.21 and except for the Stockholders Agreement, since December
29,  1998,  there  have  been  no  contracts,  agreements,  arrangements  or
understandings  of  any kind between any Selling Stockholder or any Affiliate of
such  Selling  Stockholder,  any  of  the  other  stockholders  party  to  the
Stockholders  Agreement  or a member of such stockholder's immediate family, any
officer  or  director  of  the  Company  or any of its Subsidiaries or any other
Affiliate  of  the  Company (other than a Subsidiary of the Company), on the one
hand,  and the Company or any of its Subsidiaries, on the other hand, that would
be  required  to  be  disclosed  under  Item  404  of  Regulation  S-K under the
Securities  Act.

          SECTION  4.22.  No  Conflicting  Interests of SellingStockholders.  To
the  Company's  knowledge  and  except as set forth on Schedule 4.22, no Selling
Stockholder or any of the other stockholders party to the Stockholders Agreement
nor  any  member of such stockholder's immediate family has any interest, direct
or  indirect, in, or any material relationship with, any business other than the
Company which is or would reasonably be expected to become competitive with, the
business  of  the  Company  as  conducted  on  the  date  of  this  Agreement.

          SECTION  4.23.  Labor  Matters.  Except as set forth on Schedule 4.23,
neither  the  Company  nor  any of its Subsidiaries is a party to any collective
bargaining  agreement or other contract or agreement with any labor organization
or  other  representative  of  any  of the Company's or any of its Subsidiaries'
employees,  nor is there pending or, to the knowledge of the Company, threatened
any  strike, walkout or other work stoppage or any union organizing effort by or
respecting  any of the Company's or any of its Subsidiaries' employees,  and the
Company  and  its  Subsidiaries  have not experienced any such labor controversy
within  the  past  three  years.

          SECTION 4.24.  Labor Matters  Except as set forth on Schedule 4.24, to
the knowledge of the Company, (a) except for Software described in clause (b) of
this  Section  4.24,  all computer hardware, software, databases and systems and
all  other  automated  systems  and  other  equipment (collectively, "Software")
owned,  held,  and/or used by the Company and its Subsidiaries can be used prior
to,  during  and  after  the  calendar  year  2000 A.D., and will operate in all
material  respects  during each such time period, either on a stand-alone basis,
or  by  interacting  or  interoperating  with third-party Software without error
relating  to  the processing, calculating, comparing, sequencing or other use of
date  data, including any errors relating to the occurrence or non-occurrence of
a  "leap  year"  in 1900 or 2000 (the foregoing ability, "Year 2000 Compliant");
(b)  for  any Software that is not Year 2000 Compliant, the Company expects such
Software  to  be  Year  2000  Compliant sufficiently promptly so as to avoid any
disruption  or  harm  to  the business or operations of the Company; and (c) the
Company  and  its Subsidiaries have taken all reasonable measures to address the
impact  that  the  year  2000  date  change  may have on other computer software
licensed  and/or used by them and have assigned resources reasonably believed to
be  necessary  to  the execution of any necessary remediation efforts to provide
uninterrupted  millennium  functionality  to  record, store, process and present
calendar  dates  falling  on  or after January 1, 2000 in substantially the same
manner  and  with  the  same  functionality  as  such  software records, stores,
processes  and  presents  such  calendar dates falling on or before December 31,
1999.

          SECTION 4.25.  No Other Representations or Warranties.  Except for the
representations and warranties contained in this Article IV, neither the Company
nor  any  of  its  Subsidiaries nor any other Person has made or makes any other
express or implied representation or warranty, either oral or written, on behalf
of  the  Company  or  its  Subsidiaries.

                                    ARTICLE V

             REPRESENTATIONS AND WARRANTIES REGARDING THE PURCHASERS

          Each  of  the Purchasers, severally and not jointly, hereby represents
and  warrants  to  the  Company  and  the  Selling  Stockholders  as  follows:

          SECTION 5.1.  Organization.  Such Purchaser is duly organized, validly
existing  and  in  good  standing as a limited partnership under the laws of the
jurisdiction  of  its  organization.

          SECTION  5.2.  Authority.  Such  Purchaser  has  all necessary limited
partnership  power  and  authority  to  enter  into  this  Agreement  and  the
Stockholders Agreement and has taken all action necessary to execute and deliver
such  agreements, to consummate the transactions contemplated hereby and thereby
and to perform its obligations hereunder and thereunder.  This Agreement and the
Stockholders  Agreement have been or will be duly executed and delivered by such
Purchaser.  Assuming  the  due  execution of this Agreement and the Stockholders
Agreement  by  the  Company,  the  other Purchasers and the Selling Stockholders
(and,  in  the  case  of  the  Stockholders  Agreement,  by  each  of  the other
stockholders  of  the Company party thereto), this Agreement constitutes and the
Stockholders  Agreement  will constitute legal, valid and binding obligations of
such  Purchaser, enforceable against it in accordance with its terms, subject to
the  effects  of  bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium  and  similar  laws of general applicability relating to or affecting
creditors'  rights,  general  equitable  principles  (whether  considered  in  a
proceeding  in  equity or at law) and an implied covenant of good faith and fair
dealing.

          SECTION  5.3.  Non-Contravention.  Neither  the execution and delivery
of  this  Agreement  or  the  Stockholders  Agreement  by such Purchaser nor the
performance by such Purchaser of its obligations hereunder or thereunder nor the
consummation  by  such  Purchaser  of  the  transactions  contemplated hereby or
thereby,  will  result in (a) a violation of or a conflict with any provision of
the  limited  partnership agreement of such Purchaser, (b) a breach or violation
of,  or  a  default under (with or without notice or lapse of time or both), any
term or provision of, or any right of termination, cancellation, modification or
acceleration  arising under, any Contract or Permit to which such Purchaser is a
party or is subject or by which any of its properties or assets are bound, (c) a
violation  by  such  Purchaser  of  any  Government  Order  or Law to which such
Purchaser  is  subject or by which any of its properties or assets are bound, or
(d)  the  imposition of any Encumbrance on the business, properties or assets of
such  Purchaser,  except  in  the  case  of  clauses (b), (c) and (d), for those
breaches,  defaults, rights, violations or impositions which, individually or in
the  aggregate,  would  not  reasonably  be  expected to have a Material Adverse
Effect.

          SECTION 5.4.  Consents and Approvals.  No Government Approval with any
Governmental  Authority,  or consent, approval or waiver of any other Person, is
required  to  be  made  or  obtained  by  such  Purchaser in connection with the
execution,  delivery  and  performance  of  this  Agreement  or the Stockholders
Agreement  and  the  consummation  of  the  transactions  contemplated hereby or
thereby  except  those that have been made or obtained prior to the date hereof,
and  except  for  the HSR Approval, and except for those Government Approvals or
consents, approvals or waivers of any other Person which, individually or in the
aggregate,  would  not reasonably be expected to have a Material Adverse Effect.

          SECTION  5.5.  Purchase  for  Investment.  Such Purchaser acknowledges
that  the  Shares and Warrants have not been registered under the Securities Act
or  under  any  state  securities  laws.  Such  Purchaser  (a)  is acquiring its
respective  Shares and Warrants pursuant to an exemption from registration under
the Securities Act solely for investment with no present intention to distribute
any  of  its  Shares  or  Warrants to any Person, (b) will not sell or otherwise
dispose  of  any  of  its  Shares  or  Warrants,  except  in compliance with the
registration  requirements or exemption provisions of the Securities Act and any
other  applicable  securities  laws and (c) has such knowledge and experience in
financial  and  business  matters  and  in  investments  of this type that it is
capable  of  evaluating the merits and risks of its investment in the Shares and
the  Warrants  and  of  making  an  informed  investment  decision.

          SECTION 5.6.  Financial Capability.  On the First Closing Date and the
Second  Closing  Date,  such  Purchaser  will  have sufficient funds to make the
Initial  Purchase  and  the  Subsequent Purchase, respectively, on the terms and
conditions  contemplated  by  this  Agreement.

          SECTION  5.7.  No  Other Representations or Warranties, Except for the
representations  and  warranties  contained  in  this  Article  V,  neither such
Purchaser  nor  any  other Person has made or makes any other express or implied
representation or warranty, either oral or written, on behalf of such Purchaser.

          SECTION  5.8.  Brokers.  No  broker,  finder  or  investment banker is
entitled to any broker's, finder's or other fee or commission in connection with
the  transactions  contemplated  by  this  Agreement  and  the other Transaction
Agreements  based  upon agreements or other arrangements made by or on behalf of
such  Purchaser.

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

          SECTION  6.1.  Conduct of Business Prior to the First Closing.  Except
as  contemplated  by  this  Agreement  and  the other Transaction Agreements and
except  as  set  forth  on  Schedule  6.1  or  consented  to  in  writing by the
Purchasers,  prior  to the First Closing, the Company and its Subsidiaries shall
conduct  their  respective  businesses  in  all  material  respects  only in the
ordinary  course  and  consistent  with  past practice, shall use all reasonable
efforts  to  preserve  substantially  intact  their  respective  business
organizations,  and  shall  use  all  reasonable  efforts  consistent  with past
practices  to  preserve  their  respective  relationships  with  members of golf
courses  and  city  clubs  and other Persons with whom the Company or any of its
Subsidiaries  has  business  dealings  and  keep available the services of their
present  employees  to the extent material to the operation of the businesses of
the  Company  and  its  Subsidiaries.  Without  limiting  the  generality of the
foregoing,  except  as  contemplated by this Agreement and the other Transaction
Agreements,  prior  to  the  First  Closing  neither  the Company nor any of its
Subsidiaries  shall do any of the following without the prior written consent of
the  Purchasers:

          (a)  amend the certificate of incorporation or by-laws of the Company;

          (b)  (i)  sell,  lease,  transfer,  mortgage,  encumber  or  otherwise
dispose of any of the Company's or its Subsidiaries properties or assets, in one
transaction  or a series of related transactions, including, without limitation,
capital  stock  in any Subsidiaries of the Company, to any Person other than its
wholly-owned  Subsidiaries,  except  for  such  properties  or  assets having an
aggregate  fair  market value, as determined in good faith by the Board, of less
than  $30.0  million  or  (ii)  the  transfer  of  properties or assets to joint
ventures,  partnerships,  corporations or other business entities in which it is
or thereby becomes a participant, except for such properties or assets having an
aggregate  fair  market value, as determined in good faith by the Board, of less
than  $25.0  million;

          (c)  merge  or  consolidate  (in  the  case  of  the Company) or sell,
directly  or  indirectly,  all  or  substantially  all  of the Company's assets;

          (d)  (i)  acquire  (directly  or  through  any of its Subsidiaries) by
merging  or consolidating with, or by purchasing all or a substantial portion of
the  stock  or  assets  of,  or  by  any  other  manner acquiring, any business,
properties,  assets  or  Person,  in  one  transaction  or  a  series of related
transactions,  for  consideration  (including  assumed  debt) in excess of $50.0
million in the aggregate or (ii) make any investment in any other Person, in one
transaction  or  a series of related transactions, in excess of $10.0 million in
the  aggregate;

          (e)  incur  of  any  Indebtedness  (other  than  (1)  short-term
Indebtedness incurred to refinance existing short-term Indebtedness or otherwise
incurred  in  the ordinary course of business consistent with past practice, (2)
Indebtedness  incurred  under the New Credit Agreement, as in effect on the date
hereof,  and  (3)  Indebtedness of the Company or any of its Subsidiaries to the
Company  or any of its wholly-owned Subsidiaries), assume, guarantee, endorse or
otherwise  as  an  accommodation  become  responsible for the obligations of any
other  Person,  or make any loan, advance or capital contribution (other than to
the  Company or any of its wholly-owned Subsidiaries) in excess of $25.0 million
in  the  aggregate;

          (f) make or commit to make any capital expenditures in excess of $50.0
million  in  the  aggregate;

          (g)  redeem,  repurchase  or prepay any Indebtedness of the Company or
any  of its Subsidiaries prior to its scheduled maturity, or amend or modify the
terms  of  any Indebtedness existing on the date hereof or incurred hereafter in
compliance  with  the  provisions of this Section 6.1, in each case, except with
respect  to  Indebtedness  of  less  than  $20.0  million  in  the  aggregate;

          (h)  make, declare, set aside or pay of any dividend or make any other
distribution  on,  or  directly  or  indirectly  redeem,  purchase  or otherwise
acquire,  any shares of its capital stock or other equity interests (or those of
any  of  its  Subsidiaries) or any securities or obligations convertible into or
exchangeable  for  any  shares  of  its  capital stock or other equity interests
(other than dividends by a wholly-owned Subsidiary of the Company to the Company
or  any  other  wholly-owned  Subsidiary);

          (i)  enter  into  any direct or indirect transaction by the Company or
any  of  its  Subsidiaries  with  an  Affiliate  of  the  Company,  any  Selling
Stockholder  or  any  of  the  other  stockholders  of  the Company party to the
Stockholders  Agreement  or  a  family member or an Affiliate thereof (including
without  limitation,  the  purchase, sale, lease or exchange of any property, or
rendering  of any service or modification or amendment of any existing agreement
or  arrangement),  other  than  a  transaction  which satisfies all three of the
following criteria:  such transaction (i) is in the ordinary course of business,
(ii)  involves  or has a potential value of $5.0 million or less and (iii) is no
less  favorable  to  the  Company  than an arm's-length transaction with a third
party  which  is  not  such  a  party  as determined in good faith by the Board;

          (j)  (i)  remove  or  elect  any  Chief Executive Officer or a similar
officer  whose  responsibility  is  executive oversight of the Company's and its
Subsidiaries'  operations  or  (ii)  approve  any  new,  or modify any existing,
executive,  officer and director compensation plans or agreements offered by the
Company  or  any  of  its  Subsidiaries;

          (k)  commence,  undertake  or  engage  in  any new line of business or
otherwise materially change the nature of the business engaged in by the Company
and  its  Subsidiaries  on  the  date  hereof;

          (l) commence any proceeding or file any petition in any court relating
to  bankruptcy,  reorganization,  insolvency, liquidation or relief from debtors
involving  the  Company;

          (m)  settle  or  compromise  any  Litigation (whether or not commenced
prior  to  the date of this Agreement), other than settlements or compromises of
Litigation  where  the  amount  paid  does not exceed $15 million for any single
Litigation  matter  or  related  group  of  Litigation  matters  (provided  such
settlement  or  compromise  agreements  do not involve any material non-monetary
obligations  on  the  part  of  Company  or  any  of  its  Subsidiaries);

          (n)  issue  or  sell  any  Common Stock of the Company or other equity
interests  in  the  Company  (except,  in each case, under the Company Plans, as
currently  in  effect  on  the  date  hereof);

          (o)  make  any  change  in  any  method  of  accounting  or accounting
practice  or  policy  except  as  required  by  changes  in  GAAP  and  with the
concurrence  of  its  independent  accountants;

          (p)  take  any  action which would reasonably be expected to cause any
representation  or  warranty of the Company contained in this Agreement to be or
become  untrue  at  the  First  Closing  in  any  material  respect;  or

          (q)  agree  to,  or make any commitment to, take, or authorize, any of
the  actions  prohibited  by  this  Section  6.1.

          SECTION  6.2.  Regulatory  and  Other  Authorizations;  Notices  and
Consents.  (a)  Each  of the Company and the Selling Stockholders shall promptly
make  any and all filings which it is required to make under the HSR Act for the
sale  of  the New Shares and the Existing Shares, respectively, and the exercise
of  the  Warrants, and the Company and the Selling Stockholders agree to furnish
the  Purchasers with such necessary information and reasonable assistance as the
Purchasers  may  reasonably  request in connection with their preparation of any
necessary  filings or submissions to the Federal Trade Commission ("FTC") or the
Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"),
including,  without  limitation,  any filings or notices necessary under the HSR
Act.  Any  such  actions  with  respect to the exercise of the Warrants shall be
taken  by  the  Company or the Selling Stockholders, as the case may be, at such
times  as  the  Purchasers  reasonably  shall  so  request.  The Company and the
Selling  Stockholders  shall  each,  at  its own expense, utilize all reasonable
efforts to respond to any request for additional information, or other formal or
informal  request  for  information, witnesses or documents which may be made by
any Governmental Authority pertaining to the Company with respect to the sale of
the  New  Shares  and the Existing Shares, respectively, and the exercise of the
Warrants,  and  shall  keep  the Purchasers fully apprised of their actions with
respect  thereto.

          (b)  Each  of  the  Purchasers shall promptly make any and all filings
which  it  is required to make under the HSR Act with respect to the purchase of
the  New  Shares  and the Existing Shares, and the exercise of the Warrants, and
the  Purchasers  agree  to furnish the Selling Stockholders and the Company with
such  necessary  information  and  reasonable  assistance as they may request in
connection with their preparation of any necessary filings or submissions to the
FTC  or  the  Antitrust  Division, including, without limitation, any filings or
notices  necessary  under  the  HSR  Act.  The  Purchasers  shall,  at their own
expense,  utilize  all reasonable efforts to respond promptly to any request for
additional  information,  or  other  formal or informal request for information,
witnesses  or  documents  which  may  be  made  by  any  Governmental  Authority
pertaining  to the Purchasers with respect to the purchase of the New Shares and
the  Existing  Shares,  and  the  exercise  of  the Warrants, and shall keep the
Company  and the Selling Stockholders fully apprised of its actions with respect
thereto.

          (c)  Each  of  the  parties  hereto  shall  use  their  commercially
reasonable  efforts  to  give  such notices and obtain all other authorizations,
consents,  orders  and approvals of all Governmental Authorities and other third
parties  that  may be or become necessary for its execution and delivery of, and
the  performance  of  its  obligations pursuant to, this Agreement and the other
Transaction Agreements and will cooperate fully with the other parties hereto in
promptly  seeking  to  obtain  all  such  authorizations,  consents,  orders and
approvals.

          SECTION  6.3.  Access  to  Information.  (a)  The  Company  and  its
Subsidiaries  shall,  and  shall  cause  their  respective  officers, employees,
counsel,  financial  advisors  and  other  representatives  to,  afford  to  the
Purchasers  and  their  representatives reasonable access during normal business
hours  prior  to  the  Second  Closing  to  their  respective properties, books,
contracts,  personnel,  records, Tax Returns and related work papers and, during
such  period,  the  Company  and  its  Subsidiaries shall, and shall cause their
respective  officers,  employees and representatives to, furnish promptly to the
Purchasers  all  information concerning their respective businesses, properties,
financial condition, operations and personnel as the Purchasers may from time to
time  reasonably  request.

          (b)  All information provided or obtained pursuant to clause (a) above
shall  be  held by the Purchasers (and the Purchasers shall make certain that it
agents  are informed of the confidential nature of such information and agree to
maintain  such  information)  in accordance with and subject to the terms of the
Confidentiality  Agreement,  dated as of April 19, 1999, between the Company and
The  Cypress Group LLC as if each of the Purchasers was a party thereto with the
obligations  of  The  Cypress  Group  LLC  thereunder.

          (c)  No  investigation  pursuant  to this Section 6.3 shall affect any
representations  or  warranties  of  the parties herein or the conditions to the
obligations  of  the  parties  hereto.

          SECTION  6.4.  Further  Action.  Each  of the parties hereto shall use
its  commercially  reasonable  efforts  to  take,  or  cause  to  be  taken, all
appropriate  action,  do  or  cause  to  be done all things necessary, proper or
advisable under applicable law, and execute and deliver such documents and other
papers,  as  may be required to consummate the transactions contemplated by this
Agreement  and  the  other  Transaction  Agreements.

          SECTION 6.5.  Reservation of Shares.  From and after the First Closing
Date, the Company shall at all times reserve and keep available for issuance (i)
upon  the  exercise  of the Warrants, such number of its authorized but unissued
Shares  as shall be sufficient to permit the exercise in full of all outstanding
Warrants  and  (ii)  such  number  of  its authorized but unissued Shares as the
Company,  in its reasonably good faith judgment, believes shall be sufficient to
permit  the  issuance  of  all  of  the  Subsequent  New  Shares.

          SECTION  6.6.  Appointment  of Directors.  Prior to the First Closing,
the Company shall take all action necessary to increase the size of its Board of
Directors  by  adding  three  directorships  and  to  elect two designees of the
Purchasers  to  the  Board  of  Directors,  with the one remaining vacancy to be
filled  by  an  independent  director  at  or subsequent to the First Closing in
accordance  with  the  terms of the Stockholders Agreement.  Each of the Selling
Stockholders  hereby  agrees  to  take  such  action  as  may  be required under
applicable  law  to  effect  the  foregoing.

          SECTION  6.7.  New  Credit Agreement.  Prior to the First Closing, the
Company  shall  use  its commercially reasonable efforts to cause the New Credit
Agreement  to  be  amended  to  allow for the Company to perform its obligations
under  this  Agreement  and  the  Stockholders  Agreement.

          SECTION  6.8.  D&O Insurance.  Prior to the First Closing, the Company
shall  amend  its directors' and officers' liability insurance policy to include
the  persons  designated  by  the  Purchasers to serve on the Company's Board of
Directors  as  named  insureds  and to provide for minimum annual coverage of at
least  $10.0  million.

          SECTION 6.9.  Operating Company.  So long as the Purchasers shall have
the  right  to  designate  at  least one member of the Board of Directors of the
Company pursuant to Section 5.1 of the Stockholders Agreement, the Company shall
constitute  an  "operating  company"  within  the  meaning  of  29  CFR Section
2510.3-101(c).

                                   ARTICLE VII

                             CONDITIONS TO CLOSINGS

          SECTION  7.1.  Conditions to Obligations of  the Purchasers.

          (a)  The  obligations  of  each  of  the  Purchasers to consummate the
Initial  Purchase  and  the  other  transactions  contemplated by this Agreement
(other  than the Subsequent Purchase) and the other Transaction Agreements shall
be  subject to the fulfillment, at or prior to the First Closing, of each of the
following  conditions  (provided  that  any  such  condition  may be waived with
respect  to  any  Purchaser  by  such  Purchaser  in  its  sole  discretion):

          (i)  Representations,  Warranties  and  Covenants.  Each  of  the
representations  and  warranties  of  the  Company  and the Selling Stockholders
contained  in  this  Agreement  that  is qualified as to materiality or Material
Adverse  Effect  shall  be true and correct, and each of the representations and
warranties  of  the  Company  and  the  Selling  Stockholders  contained in this
Agreement  that is not so qualified as to materiality or Material Adverse Effect
shall  be true and correct in all material respects, in each case as of the date
of  this  Agreement  and  as  of the First Closing Date, with the same force and
effect  as  if  made  on  and  as  of  the  First Closing Date, except for those
representations  and  warranties  which  address matters only as of a particular
date  (which  shall  be  true  and  correct, or true and correct in all material
respects,  as the case may be, as of such date), and each of the Company and the
Selling  Stockholders  shall  have  performed  in  all  material  respects  all
agreements,  obligations,  covenants  and  conditions  required  hereby  to  be
performed  and  complied  with by it prior to or on the First Closing Date.  The
Purchasers  shall  have  received  a  certificate from the Company signed by its
Chief  Executive  Officer and from a duly authorized designee of the trustees in
the  case of a Selling Stockholder that is a trust, or a duly authorized officer
in the case of each Selling Stockholder that is a foundation, in each case dated
as  of  the  First  Closing  Date, with respect to the matters described in this
Section  7.1(a)(i)  in  the  forms  attached  hereto  as  Exhibits  C-1 and C-2,
respectively.

          (ii)  Approvals;  Consents.  All  consents, approvals and waivers from
Governmental  Authorities and other parties (including under all of the Material
Contracts)  necessary to permit the consummation of the Initial Purchase and the
other  transactions  contemplated  by  this  Agreement and the other Transaction
Agreements  shall have been obtained, and no such consent, approval or waiver of
any  Governmental  Authority or such other third party shall contain any term or
condition  that  the  Purchasers  in their reasonable discretion determine to be
unduly  burdensome.

          (iii)  No Proceeding or Litigation.  No action, suit, investigation or
proceeding  shall  have been commenced by any Governmental Authority against any
party  hereto  seeking  to  restrain  or delay the Initial Purchase or the other
transactions  contemplated  by  this  Agreement  and  the  other  Transaction
Agreements.

          (iv)  No  Order.  There  shall  not be in effect any Law or Government
Order  directing  that  the  Initial  Purchase  and  the  other  transactions
contemplated  by  this  Agreement  and  the  other Transaction Agreements not be
consummated  or which has the effect of rendering it unlawful to consummate such
transactions.

          (v)  Legal  Opinions.  The  Company and the Selling Stockholders shall
have delivered to the Purchasers the opinions of Sullivan & Cromwell, counsel to
the  Company,  Hughes  &  Luce  L.L.P., counsel to the Selling Stockholders, and
Morris,  Nichols,  Arsht & Tunnell,  special Delaware counsel to the Company and
the  Selling  Stockholders,  in each case dated as of the First Closing Date, in
the  forms  attached  hereto  as  Exhibits  D-1,  D-2  and  D-3,  respectively.

          (vi)  Transaction  Agreements.  The  Company, the Selling Stockholders
and  the other stockholders of the Company party thereto shall have executed and
delivered  the  Stockholders  Agreement.

          (vii)  Tax  Certificates.  Each of the Selling Stockholders shall have
delivered  to  the  Purchasers an exemption certificate properly executed, which
meets the requirements of Treasury Regulation section 1.1445-2 and which is in a
form  reasonably  satisfactory  to  the  Purchasers.

          (viii)  HSR  Act.  All  applicable  waiting  periods under the HSR Act
with  respect  to  the transactions contemplated by this Agreement and the other
Transaction  Agreements  (including  the  Initial  Purchase  and  the Subsequent
Purchase)  shall  have  expired  or  been  terminated.

          (ix)  Appointment  of  Directors.  The  Company  and  the  Selling
Stockholders  shall  have  taken  all  actions  required  by  Section  6.6.

          (x)  New  Credit  Agreement.  The New Credit Agreement shall have been
amended  as  contemplated  by  Section  6.7.

          (xi)  D&O Insurance.  The Company's directors' and officers' liability
insurance  policy  shall  have  been  amended  as  contemplated  by Section 6.8.

          (b)  The  obligations  of  each  of  the  Subsequent  Purchasers  to
consummate  the  Subsequent  Purchase and the other transactions contemplated by
this  Agreement  and  the  other  Transaction Agreements shall be subject to the
fulfillment,  at  or  prior  to  the  Second  Closing,  of each of the following
conditions  (provided  that any such condition may be waived with respect to any
Subsequent  Purchaser  by  such  Subsequent  Purchaser  in its sole discretion):

          (i)  Representations,  Warranties  and  Covenants.  Each  of  the
representations  and  warranties of the Company contained in this Agreement that
is  qualified  as  to  materiality  or Material Adverse Effect shall be true and
correct, and each of the representations and warranties of the Company contained
in this Agreement that is not so qualified as to materiality or Material Adverse
Effect  shall  be  true and correct in all material respects, in each case as of
the  date  of  this  Agreement  and as of the Second Closing Date, with the same
force  and  effect  as  if made on and as of the Second Closing Date, except for
those  representations  and  warranties  which  address  matters  only  as  of a
particular  date  (which  shall  be true and correct, or true and correct in all
material  respects,  as the case may be, as of such date), and the Company shall
have  performed  in all material respects all agreements, obligations, covenants
and  conditions required hereby to be performed and complied with by it prior to
or  on the Second Closing Date.  The Subsequent Purchasers shall have received a
certificate  from the Company signed by its Chief Executive Officer and dated as
of the Second Closing Date with respect to the matters described in this Section
7.1(b)(i)  in  the  form  attached  hereto  as  Exhibit  C-1.

          (ii)  Approvals;  Consents.  All  consents, approvals and waivers from
Governmental  Authorities and other parties (including under all of the Material
Contracts)  necessary  to permit the consummation of the Subsequent Purchase and
the  other transactions contemplated by this Agreement and the other Transaction
Agreements  shall have been obtained, and no such consent, approval or waiver of
any  Governmental  Authority or such other third party shall contain any term or
condition  that  the  Subsequent  Purchasers  in  their  reasonable  discretion
determine  to  be  unduly  burdensome.

          (iii)  No Proceeding or Litigation.  No action, suit, investigation or
proceeding  shall  have been commenced by any Governmental Authority against any
party  hereto  seeking to restrain or delay the Subsequent Purchase or the other
transactions  contemplated  by  this  Agreement  and  the  other  Transaction
Agreements.

          (iv)  No  Order.  There  shall  not be in effect any Law or Government
Order  directing  that  the  Subsequent  Purchase  and  the  other  transactions
contemplated  by  this  Agreement  and  the  other Transaction Agreements not be
consummated  or which has the effect of rendering it unlawful to consummate such
transactions.

          (v)  Initial  Purchase.  The  Initial  Purchase  shall  have occurred.

                       [CONFIDENTIAL TREATMENT REQUESTED]

          (vii)  Legal  Opinion.  The  Company  shall  have  delivered  to  the
Subsequent  Purchasers  the  opinion  of  Sullivan  &  Cromwell,  counsel to the
Company,  dated  as of the Second Closing Date, addressing the matters specified
in paragraphs 4, 5, 6 and 7 of, and in the form attached hereto as, Exhibit D-1.

          SECTION 7.2.  Conditions to Obligations of the Company and the Selling
Stockholders.

          (a)  The  obligations  of  the Company and the Selling Stockholders to
consummate  the Initial Purchase and the other transactions contemplated by this
Agreement  (other  than  the  Subsequent  Purchase)  and  the  other Transaction
Agreements  shall  be  subject  to  the  fulfillment,  at  or prior to the First
Closing,  of  each of the following conditions (provided that any such condition
may  be  waived  with  respect  to the Company or any Selling Stockholder by the
Company  or  such  Selling  Stockholder,  as  the  case  may  be,  in  its  sole
discretion):

          (i)  Representations,  Warranties  and  Covenants.  Each  of  the
representations  and  warranties  of  the Purchasers contained in this Agreement
that is qualified as to materiality or Material Adverse Effect shall be true and
correct,  and  each  of  the  representations  and  warranties of the Purchasers
contained  in  this  Agreement  that  is  not  so qualified as to materiality or
Material  Adverse  Effect shall be true and correct in all material respects, in
each  case  as  of  the date of this Agreement and as of the First Closing Date,
with  the  same force and effect as if made on and as of the First Closing Date,
except for those representations and warranties which address matters only as of
a  particular  date (which shall be true and correct, or true and correct in all
material  respects,  as  the  case  may be, as of such date), and the Purchasers
shall  have  performed  in  all  material  respects all agreements, obligations,
covenants and conditions required hereby to be performed and complied with by it
prior to or on the First Closing Date.  The Company and the Selling Stockholders
shall  have  received  a  certificate  from  each  of the Purchasers signed by a
general  partner  thereof, in each case dated as of the First Closing Date, with
respect  to the matters described in this Section 7.2(a)(i) in the form attached
hereto  as  Exhibit  E.

          (ii)  No  Proceeding or Litigation.  No action, suit, investigation or
proceeding  shall  have been commenced by any Governmental Authority against any
party  hereto  seeking  to  restrain  or delay the Initial Purchase or the other
transactions  contemplated  by  this  Agreement  and  the  other  Transaction
Agreements.

          (iii)  No  Order.  There  shall not be in effect any Law or Government
Order directing that the Initial Purchase or the other transactions contemplated
by  this  Agreement  and  the other Transaction Agreements not be consummated or
which  has  the effect of rendering it unlawful to consummate such transactions.

          (iv)  Approvals;  Consents.  All  consents, approvals and waivers from
Governmental  Authorities and other parties necessary to permit the consummation
of  the Initial Purchase and the transactions contemplated by this Agreement and
the  other  Transaction  Agreements  shall  have  been  obtained.

          (v)  Legal  Opinions.  The  Purchasers  shall  have  delivered  to the
Company and the Selling Stockholders the opinions of Simpson Thacher & Bartlett,
counsel  to  the  Purchasers,  and  Morris,  Nichols,  Arsht  & Tunnell, special
Delaware  counsel  to  the  Company,  in each case dated as of the First Closing
Date,  in  the  forms  attached  hereto  as  Exhibits  F  and D-3, respectively.

          (vi)  Transaction  Agreements.  The Purchasers shall have executed and
delivered  the  Stockholders  Agreement.

          (vii)  HSR Act.  All applicable waiting periods under the HSR Act with
respect  to  the  transactions  contemplated  by  this  Agreement  and the other
Transaction  Agreements  (including  the  Initial  Purchase  and  the Subsequent
Purchase)  shall  have  expired  or  been  terminated.

          (b)  The  obligation  of  the  Company  to  consummate  the Subsequent
Purchase and the other transactions contemplated by this Agreement and the other
Transaction  Agreements  shall be subject to the fulfillment, at or prior to the
Second  Closing,  of  each  of  the following conditions (provided that any such
condition  may  be  waived  by  the  Company  in  its  sole  discretion):

          (i)  Representations,  Warranties  and  Covenants.  Each  of  the
representations  and  warranties  of the Subsequent Purchasers contained in this
Agreement  that  is qualified as to materiality or Material Adverse Effect shall
be  true  and  correct,  and  each  of the representations and warranties of the
Subsequent Purchasers contained in this Agreement that is not so qualified as to
materiality or Material Adverse Effect shall be true and correct in all material
respects,  in  each  case  as of the date of this Agreement and as of the Second
Closing  Date, with the same force and effect as if made on and as of the Second
Closing  Date,  except  for  those  representations and warranties which address
matters  only  as of a particular date (which shall be true and correct, or true
and  correct in all material respects, as the case may be, as of such date), and
the  Subsequent  Purchasers  shall  have  performed in all material respects all
agreements,  obligations,  covenants  and  conditions  required  hereby  to  be
performed  and  complied with by it prior to or on the Second Closing Date.  The
Company shall have received a certificate from each of the Subsequent Purchasers
signed by a general partner thereof, in each case dated as of the Second Closing
Date,  with  respect  to  the matters described in this Section 7.2(b)(i) in the
form  attached  hereto  as  Exhibit  E.

          (ii)  No  Proceeding or Litigation.  No action, suit, investigation or
proceeding  shall  have been commenced by any Governmental Authority against any
party  hereto  seeking to restrain or delay the Subsequent Purchase or the other
transactions  contemplated  by  this  Agreement  and  the  other  Transaction
Agreements.

          (iii)  No  Order.  There  shall not be in effect any Law or Government
Order  directing  that  the  Subsequent  Purchase  or  the  other  transactions
contemplated  by  this  Agreement  and  the  other Transaction Agreements not be
consummated  or which has the effect of rendering it unlawful to consummate such
transactions.

          (iv)  Approvals;  Consents.  All  consents, approvals and waivers from
Governmental  Authorities and other parties necessary to permit the consummation
of  the  Subsequent Purchase and the transactions contemplated by this Agreement
and  the  other  Transaction  Agreements  shall  have  been  obtained.

          (v)  Initial  Purchase.  The  Initial  Purchase  shall  have occurred.

                       [CONFIDENTIAL TREATMENT REQUESTED]

          (vii)  Legal  Opinion.  The Subsequent Purchasers shall have delivered
to  the  Company  the  opinion  of  Simpson  Thacher  & Bartlett, counsel to the
Subsequent  Purchasers,  dated  as  of  the  Second Closing Date, addressing the
matters specified in paragraph 4 of, and in the form attached hereto as, Exhibit
F.

                                  ARTICLE VIII

                                 INDEMNIFICATION

          SECTION 8.1.  (a) (i)  The representations and warranties contained in
Sections  3.3  and  4.3(c)  and  the  last  sentence  of  Section 4.3(a) of this
Agreement  shall  survive  indefinitely.

          (ii)  All  other  representations  and  warranties  contained  in this
Agreement  shall  survive  until  the  eighteen  month  anniversary of the First
Closing  Date,  with  the exception of Sections 4.12, 4.17 and 4.18, which shall
survive  until  the  later  of  (i)  the eighteen month anniversary of the First
Closing Date or (ii) three months after the expiration of the applicable statute
of  limitations  with  respect  to  the  subject  matter  thereof.

          (b)  The  representations  and warranties contained in this Agreement,
and  the  rights  and  remedies  that  may  be  exercised  by any Person seeking
indemnification hereunder, shall not be limited or otherwise affected by or as a
result  of  any information furnished to, or any investigation made by, any such
Person  or  its  representatives.

          (c)  For  purposes  of this Agreement, each statement or other item of
information  set  forth by the Company on any Schedule hereto shall be deemed to
be  a  representation  and  warranty  made  by  the  Company  in this Agreement.

          SECTION  8.2.  Indemnification.  (a)  From and after the First Closing
Date  and  subject  to  Sections  8.1,  8.3  and  8.6, the Company shall defend,
indemnify  and  hold harmless the Purchasers and their respective Affiliates and
each  director,  officer,  member,  partner,  employee and agent of such Persons
against any loss, damage, claim, liability, judgment or settlement of any nature
or  kind,  including  all costs and expenses relating thereto, including without
limitation,  interest,  penalties  and  reasonable attorneys' fees (collectively
"Damages"),  arising  out  of,  resulting  from  or  relating  to:

          (i)  the breach of any representation or warranty contained in Article
IV,  or  any  certificate  delivered  by  the  Company  pursuant  hereto;  and

          (ii)  the  breach by the Company of any covenant or agreement (whether
to  be  performed  prior  to  or  after  the  First  Closing)  contained in this
Agreement,  or  any  certificate  delivered  by  the  Company  pursuant  hereto.

          (b)  From  and  after  the  First Closing Date and subject to Sections
8.1,  8.3  and  8.6,  each Selling Stockholder shall, severally and not jointly,
defend,  indemnify  and  hold  harmless  the  Purchasers  and  their  respective
Affiliates and each director and officer of such Persons against Damages arising
out  of,  resulting  from  or  relating  to:

          (i)  the  breach  by such Selling Stockholder of any representation or
warranty made by it in Article III, or any certificate delivered by such Selling
Stockholder  pursuant  hereto;  and

          (ii)  the  breach  by  such  Selling  Stockholder  of  any covenant or
agreement  (whether  to  be  performed  prior  to  or  after  the First Closing)
contained  in  this  Agreement,  or  any  certificate  delivered by such Selling
Stockholder  pursuant  hereto.

          (c)  From  and  after  the  First Closing Date and subject to Sections
8.1,  8.3  and  8.6,  each  Purchaser  shall, severally and not jointly, defend,
indemnify  and  hold harmless the Company and the Selling Stockholders and their
respective  Affiliates  and  each  trustee, director and officer of such Persons
against  any  Damages  arising  out  of,  resulting  from  or  relating  to:

          (i)  the  breach  by  such Purchaser of any representation or warranty
contained  in Article V, or any certificate delivered by such Purchaser pursuant
hereto;  and

          (ii)  the  breach  by  such  Purchaser  of  any  covenant or agreement
(whether  to be performed prior to or after the First Closing) contained in this
Agreement,  or  any  certificate  delivered  by  such Purchaser pursuant hereto.

          (d)  The term "Damages" as used in this Article VIII is not limited to
matters  asserted by third parties against any Person entitled to be indemnified
under  this Article VIII, but includes Damages incurred or sustained by any such
Person  in  the  absence  of  third  party  claims.

          SECTION  8.3.  Indemnification Amount.  (a)  No Indemnitor (as defined
below)  shall  have  liability under Section 8.2(a)(i), (b)(i) or (c)(i), as the
case  may  be, until the aggregate amount of Damages theretofore incurred by the
Indemnitee  (as  defined  below),  as the case may be, exceeds $2.5 million (the
"Deductible"),  in  which case the Indemnitee shall be entitled to Damages in an
aggregate  amount  up to (i) in the case of the Company, the New Shares Purchase
Price,  (ii) in the case of each Selling Stockholder, the amount of the Existing
Shares Purchase Price received by or for the benefit of such Selling Stockholder
and  (iii)  in the case of each Purchaser, an amount equal to the product of (x)
$1.0  million  and  (y)  the  quotient obtained by dividing the number of Shares
purchased  by  such  Purchaser by the total number of Shares purchased by all of
the  Purchasers; provided, however, that the Indemnitor shall be liable only for
the  amount  by which all Damages exceed the Deductible; provided, further, that
no  individual claim for payment of Damages may be made under Section 8.2(a)(i),
(b)(i)  or  (c)(i) unless such claim (or the aggregate amount of related claims)
is  in  an  amount  of  $50,000  or  greater.

          (b)  The  limitations  on the indemnification obligations set forth in
this  Section  8.3 shall not apply to any covenants or agreements of the parties
in this Agreement.  In addition, notwithstanding the provisions of paragraph (a)
above,  the  limitations  on  the indemnification obligations of the parties set
forth  therein shall not apply to breaches of the representations and warranties
made  in  Sections  3.3  and  4.3(c)  and  the  last  sentence  of  4.3(a).

          (c)  Notwithstanding  anything  to  the  contrary set forth herein, no
limitation  on  the  indemnification  obligations  set forth in this Section 8.3
shall  apply  to  any breach of a representation or warranty made as of the date
hereof  if  such representation or warranty was made with knowledge by the party
making such representation or warranty that it (i) contained an untrue statement
of  a  material  fact or (ii) omitted to state a material fact necessary to make
the  statements  contained  therein  not  misleading.  Solely  for  purposes  of
calculating  the  amount  of  Damages incurred arising out of or relating to any
breach  or  representation  or  warranty  (and  not  for purposes of determining
whether  or  not  a  breach  has  occurred), the references to "Material Adverse
Effect" or other materiality qualifications (or correlative terms), including as
expressed  in  accounting  concepts,  shall  be  disregarded.

          SECTION  8.4.  Indemnification  Procedures  (a)  In the event that any
Person shall incur or suffer any Damages in respect of which indemnification may
be  sought  hereunder,  such  Person  (the  "Indemnitee") may assert a claim for
indemnification  by  written  notice  (the  "Notice")  to  the  party  from whom
indemnification  is  being  sought  (the  "Indemnitor"),  stating  the amount of
Damages,  if  known,  and  the  nature  and basis of such claim.  In the case of
Damages  arising or which may arise by reason of any third-party claim, promptly
after  receipt  by  an  Indemnitee  of  written  notice  of the assertion or the
commencement  of  any  action  with  respect  to  any matter in respect of which
indemnification may be sought hereunder (but in no event more than 20 days after
receipt  of such notice), the Indemnitee shall give Notice to the Indemnitor and
shall  thereafter  keep the Indemnitor reasonably informed with respect thereto,
provided  that failure of the Indemnitee to give the Indemnitor prompt notice as
provided  herein  shall  not  relieve  the  Indemnitor of any of its obligations
hereunder,  except to the extent that the Indemnitor is materially prejudiced by
such  failure.  In  case  any such action is brought against any Indemnitee, the
Indemnitor shall be entitled to assume the defense thereof, by written notice of
its  intention  to  do  so to the Indemnitee within 20 days after receipt of the
Notice.  If the Indemnitor shall assume the defense of such action, it shall not
settle  such  action  without the prior written consent of the Indemnitee, which
consent  shall  not  be unreasonably withheld; provided that an Indemnitee shall
not  be  required  to  consent to any settlement that (i) does not include as an
unconditional  term  thereof  the  giving by the claimant or the plaintiff of an
unconditional  release of the Indemnitee from all liability with respect to such
action  or  (ii) involves the imposition of equitable remedies or the imposition
of  any material obligations on such Indemnitee other than financial obligations
for  which  such  Indemnitee  will  be  indemnified  hereunder.  As  long as the
Indemnitor  is  contesting  any such action in good faith and on a timely basis,
the  Indemnitee  shall  not  pay or settle any claims brought under such action.
Notwithstanding the assumption by the Indemnitor of the defense of any action as
provided  in  this Section 8.3, the Indemnitee shall be permitted to participate
in  the  defense  of  such  action  and  to  employ  counsel at its own expense;
provided,  however,  that if (i) the defendants in any action shall include both
an  Indemnitor  and  any  Indemnitee  and  such Indemnitee shall have reasonably
concluded  that  counsel  selected  by  Indemnitor  has  a potential conflict of
interest because of the availability of different or additional defenses to such
Indemnitee  or  (ii)  the  Indemnitor  has  not  employed  counsel  reasonably
satisfactory  to such Indemnitee, such Indemnitee shall have the right to select
one separate counsel to participate in the defense of such action on its behalf,
at  the  expense  of  the  Indemnitor.

          (b)  If  the  Indemnitor  shall  fail  to notify the Indemnitee of its
desire  to assume the defense of any such action within the prescribed period of
time,  or shall notify the Indemnitee that it will not assume the defense of any
such  action,  then the Indemnitee may assume the defense of any such action, in
which  event  it  may  do  so acting in good faith in such manner as it may deem
appropriate, and the Indemnitor shall be bound by any determination made in such
action;  provided, however, that the Indemnitee shall not be permitted to settle
such  action  without  the consent of the Indemnitor, which consent shall not be
unreasonably  withheld or delayed.  The Indemnitor shall be permitted to join in
the  defense  of  such  action  and  to  employ  counsel  at  its  own  expense.

          (c)  Amounts payable by the Indemnitor to the Indemnitee in respect of
any  Damages for which such party is entitled to indemnification hereunder shall
be  payable  by  the  Indemnitor  as  incurred  by  the  Indemnitee.

          (d)  In  the  event  of  any dispute between the parties regarding the
applicability  of  the  indemnification  provisions  of  this  Agreement,  the
prevailing party shall be entitled to recover all Damages incurred by such party
arising  out  of,  resulting  from  or  relating  to  such  dispute.

          (e)  Any payments pursuant to this Article VIII shall be treated as an
adjustment  to  the  Existing  Shares  Purchase Price or the New Shares Purchase
Price,  as  the  case  may  be.

          SECTION  8.5.  Non-Exclusive.  Remedy  The  indemnification  remedies
provided in this Article VIII shall not be deemed to be exclusive.  Accordingly,
the  exercise  by  any Person of any of its rights under this Article VIII shall
not  be  deemed  to  be  an  election  of  remedies  and  shall not be deemed to
prejudice, or to constitute or operate as a waiver of, any other right or remedy
that  such  Person  may  be  entitled to exercise (whether under this Agreement,
under  any  other  contract,  under  any  law  or  otherwise).

          SECTION 8.6.  Certain Limitations.  The indemnification obligations of
the  parties hereto for any breach of a representation and warranty described in
Article  III,  IV  or  V  of  this  Agreement  shall survive for only the period
applicable to such representations and warranties as set forth in Section 8.1 of
this  Agreement,  and  thereafter all such representations and warranties of the
parties  hereto  under  this Agreement shall be extinguished; provided, however,
that  such  indemnification obligation shall not be extinguished in the event of
Damages  incurred as a result of an investigation, review, suit, claim or action
that  was instituted or begun prior to the expiration of the survival period set
forth  in Section 8.1 if noticed to the Indemnitor in the time and in the manner
required  by  Section 8.4.  Subject to the proviso at the end of the immediately
preceding sentence, no claim for the recovery of such Damages may be asserted by
an  Indemnitee  after such period; provided, however, that claims first asserted
in writing and noticed with particularity as required by Section 8.4 within such
period  shall  not  thereafter  be  barred.

                                   ARTICLE IX

                             TERMINATION AND WAIVER

          SECTION 9.1.  Termination.  (a)  This Agreement may be terminated, and
the  transactions  contemplated hereby abandoned, at any time prior to the First
Closing:

          (i)  by  the  Company and the Selling Stockholders on the one hand, or
the  Purchasers  on the other hand, in the event of a material breach or default
by  the other party of or in any representation, warranty, covenant or agreement
of  such  other  party  contained  in this Agreement which breach or default (x)
would  permit  the  non-breaching  or  non-defaulting  party  to  elect  not  to
consummate  the  transactions contemplated by this Agreement pursuant to Section
7.1(a)  or 7.2(a) of this Agreement, and (y) either cannot by its terms be cured
or  has  not  been  cured  within 30 days after written notice of such breach or
default, describing such breach or default in reasonable detail, is given by the
terminating  party  to  the  breaching  or  defaulting  party;

          (ii)  by  the Company, any Selling Stockholder or any Purchaser if the
First  Closing  shall not have occurred on or prior to 90 days after the date of
this  Agreement;  provided,  however, that the right to terminate this Agreement
under  this Section 9.1(a)(ii) shall not be available to any party whose failure
to  fulfill any obligation under this Agreement shall have been the cause of, or
shall have resulted in, the failure of the First Closing to occur on or prior to
such  date;

          (iii)  by the Company, any Selling Stockholder or any Purchaser in the
event  that  any  Governmental  Authority  whose  consent  is  necessary for the
consummation  of  the  transactions  contemplated  by  this Agreement shall have
issued  a  final,  non-appealable  Government  Order  or  taken any other final,
non-appealable  action  restraining, enjoining, denying approval of or otherwise
prohibiting  the  transactions  contemplated  by  this  Agreement  and the other
Transaction  Agreements;  or

          (iv)  by  the  mutual  written  consent  of  the Company, each Selling
Stockholder  and  each  Purchaser.

          (b)  Upon  termination  of  this Agreement pursuant to Section 9.1(a),
this  Agreement  and  the  other  Transaction Agreements shall be void and of no
further  force  and  effect  and  no party shall have any liability to any other
party  under  this  Agreement  and the other Transaction Agreements, except that
nothing  herein shall relieve any party from any liability for the breach of any
of  the  representations, warranties, covenants and agreements set forth in this
Agreement  and  except  as  contemplated  by  Section  10.1.

          (c)  The Subsequent Purchase may be abandoned at any time prior to the
Second  Closing:

          (i)  by  the  Company  or  the Subsequent Purchasers in the event of a
material  breach  or  default  by  the  other party of or in any representation,
warranty,  covenant or agreement of such other party contained in this Agreement
which  breach  or  default  (x) would permit the non-breaching or non-defaulting
party  to  elect  not  to consummate the Subsequent Purchase pursuant to Section
7.1(b)  or 7.2(b) of this Agreement, and (y) either cannot by its terms be cured
or  has  not  been  cured  within 30 days after written notice of such breach or
default, describing such breach or default in reasonable detail, is given by the
terminating  party  to  the  breaching  or  defaulting  party;

          (ii)  by the Company or any Subsequent Purchaser if the Second Closing
shall  not  have  occurred  on  or  prior  to  150  days  after the date of this
Agreement;  provided,  however,  that  the  right  to  terminate  the Subsequent
Purchase under this Section 9.1(c)(ii) shall not be available to any party whose
failure to fulfill any obligation under this Agreement shall have been the cause
of,  or shall have resulted in, the failure of the Second Closing to occur on or
prior  to  such  date;

          (iii)  by  the  Company  or any Subsequent Purchaser in the event that
any  Governmental  Authority  whose  consent  is  necessary  for  the Subsequent
Purchase shall have issued a final, non-appealable Government Order or taken any
other  final,  non-appealable action restraining, enjoining, denying approval of
or  otherwise  prohibiting  the  Subsequent  Purchase;  or

          (iv)  by the mutual written consent of the Company and each Subsequent
Purchaser.

          (d)  Upon  termination  of the Subsequent Purchase pursuant to Section
9.1(c),  the  obligation  of  the  Company  and  the  Subsequent  Purchasers  to
consummate  the  Subsequent Purchase shall terminate and no party shall have any
liability  to  any  other  party  under this Agreement and the other Transaction
Agreements  with respect thereto; provided, however, that upon such termination,
this  Agreement  and  the other Transaction Agreements shall remain in all other
respects  in  full  force and effect and no party shall be relieved of any other
any  obligation  or  liability  hereunder  or  thereunder upon such termination.

                                    ARTICLE X

                               GENERAL PROVISIONS

          SECTION  10.1.  Expenses.  Except  as  otherwise  specified  in  this
Agreement,  the  Company  shall  pay  all costs and expenses, including, without
limitation,  the  filing  fees  under  the  HSR  Act,  fees and disbursements of
counsel,  financial  and  other  advisors and accountants incurred in connection
with  this  Agreement and the other Transaction Agreements, and the transactions
contemplated  hereby  and thereby; provided, however, that the Company shall not
pay  any  expenses  incurred  by  the  Purchasers hereunder if this Agreement is
terminated  prior  to  the  First  Closing Date; and provided, further, that the
maximum  amount  of such costs and expenses of the Purchasers and their counsel,
financial and other advisors and accountants to be paid by the Company shall not
exceed  $600,000.  The  Purchasers  shall  pay  all  transfer  taxes and charges
attributable  to  the  transfer  of  the  New  Shares  and  the Existing Shares.

          SECTION  10.2.  Notices.  Any  notice, request, claim, demand or other
communication  under  this  Agreement  shall  be  in  writing,  shall  be either
personally  delivered,  delivered by facsimile transmission or sent by reputable
overnight  courier  service (charges prepaid) to the address for such Person set
forth  below or such other address as the recipient party has specified by prior
written  notice  to  the  other  parties hereto and shall be deemed to have been
given  hereunder when receipt is acknowledged for personal delivery or facsimile
transmission  or  one  day  after  deposit  with  a  reputable overnight courier
service.

(a) if to the Purchasers:

c/o The Cypress Group
65 East 55th Street, 19th Floor
New York, New York  10022
Fax:  (212) 705-0199
Attention:  James L. Singleton

with a copy to:

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Fax:  (212) 455-2502
Attention:  David B. Chapnick, Esq.

(b)  if to the Company:

ClubCorp, Inc.
3030 LBJ Freeway
Suite 700
Dallas, Texas 75234
Fax:  (972) 888-7717
Attention:  Terry A. Taylor, Esq.

with a copy to:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Fax:  (212) 558-3588
Attention:  Andrew D. Soussloff, Esq.

(c) if to the Selling Stockholders:

c/o ClubCorp, Inc.
3030 LBJ Freeway
Suite 700
Dallas, Texas 75234
Fax:  (972) 888-7717
Attention:  Terry A. Taylor, Esq.

with a copy to each of:

Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Fax:  (212) 558-3588
Attention:  Andrew D. Soussloff,  Esq.

and

Hughes & Luce, L.L.P.
1717 Main Street, Suite 2800
Dallas, Texas 75201
Fax: (214) 939-5849
Attention:  Vester T. Hughes, Jr., Esq.

          SECTION  10.3.  Interpretation.  When a  reference  is  made  in  this
Agreement  to  Sections,  such reference shall be to a Section of this Agreement
unless  otherwise  indicated.  The  table  of contents and headings contained in
this  Agreement  are for reference purposes only and shall not affect in any way
the  meaning  or  interpretation  of  this  Agreement.

          SECTION  10.4.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  all  of  which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the  parties  and  delivered  to  the other party, it being understood that each
party  need  not  sign  the  same  counterpart.

          SECTION  10.5.  Entire  Agreement;  No  Third Party Beneiciaries.  (a)
This  Agreement  constitutes  the  entire  agreement  and  supersedes  all prior
agreements  and  undertakings,  both  written and oral, between the parties with
respect  to  the  subject  matter  hereof.

          (b)  Except for the provisions of Article VIII relating to Indemnified
Parties, this Agreement shall be binding upon and inure solely to the benefit of
each  party  hereto  and  their permitted successors and assigns, and nothing in
this  Agreement,  express  or  implied,  is intended to or shall confer upon any
other  Person  any right, benefit or remedy of any nature whatsoever under or by
reason  of  this  Agreement.

          SECTION 10.6.  Governing Law; Consent to Jurisdiction.  This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New  York.  Each  of  the  parties hereto hereby irrevocably and unconditionally
consents  to  submit to the exclusive jurisdiction of the courts of the State of
New  York  and the United States District Court for the Southern District of New
York  for  any  Litigation  in  any  court  or before any Governmental Authority
arising  out  of or relating to this Agreement and the transactions contemplated
hereby  and  further  agrees  that  service  of  any process, summons, notice or
document  by  U.S.  mail  to  its respective address set forth in this Agreement
shall  be  effective service of process for any Litigation brought against it in
any  such  court.  Each  of  the  parties  hereto  hereby  irrevocably  and
unconditionally  waives  any  objection to the laying of venue of any Litigation
arising  out  of  this  Agreement or the transactions contemplated hereby in the
courts  of the State of New York sitting in the Borough of Manhattan in the City
of  New  York,  and  hereby  further  irrevocably and unconditionally waives and
agrees  not to plead or claim in any such court that any such Litigation brought
in  any  such  court  has  been  brought  in  an  inconvenient  forum.

          SECTION  10.7.  Severability.  If  any term or other provision of this
Agreement  is  invalid,  illegal  or  incapable  of being enforced by any law or
public  policy,  all  other  terms  and  provisions  of  this  Agreement  shall
nevertheless  remain  in  full force and effect so long as the economic or legal
substance  of the transactions contemplated hereby is not affected in any manner
materially  adverse  to  any  party.

          SECTION  10.8.  Assignment.  Neither  this  Agreement  nor  any of the
rights,  interests  or  obligations  hereunder  shall  be assigned by any of the
parties  hereto, in whole or in part (whether by operation of law or otherwise),
without  the  prior written consent of the other parties hereto, and any attempt
to  make  any  such  assignment  without  such  consent  shall be null and void;
provided,  however,  that  the Purchasers may, without the consent of any of the
other  parties to this Agreement, assign its rights and obligations hereunder to
any  of  its  Affiliates  (provided  that  no  such assignment shall relieve the
Purchasers  of  their  responsibility  for  the performance of their obligations
hereunder).  Subject  to  the preceding sentence, this Agreement will be binding
upon,  inure  to  the  benefit  of  and be enforceable by, the parties and their
respective  successors  and  assigns.

          SECTION  10.9.  Other  Agreements.  The parties hereto acknowledge and
agree  that,  except  as  otherwise  expressly  set forth in this Agreement, the
rights  and  obligations  of  the  Company,  the  Selling  Stockholders  and the
Purchasers  under  any other agreement between the parties shall not be affected
by  any  provision  of  this  Agreement.

          SECTION  10.10.  Amendment.  This  Agreement may not be amended except
by  an  instrument  in  writing  signed  by  the  parties  hereto.

          SECTION 10.11.  Waiver of Jury Trial.  TO THE FULLEST EXTENT PERMITTED
BY  LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF  ANY  CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR
ANY  DEALINGS  BETWEEN  THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION.

     SECTION  10.12.  Public Disclosure.  Notwithstanding anything herein to the
contrary,  each  of  the  parties to this Agreement hereby agrees with the other
parties  hereto  that, except as may be required to comply with the requirements
of  any  applicable Law (including, without limitation, regulations of the SEC),
no  press  release or similar public announcement or communication shall be made
or  caused  to be made concerning the execution or performance of this Agreement
unless  the  parties  shall  have  agreed  in  advance  with  respect  thereto.

          IN  WITNESS WHEREOF, each of the undersigned has caused this Agreement
to  be  executed as of the date first written above by their respective officers
thereunto  duly  authorized.

CLUBCORP, INC.

By:    /s/Robert H. Dedman, Jr.
Name:  Robert H. Dedman, Jr.
Title: CEO


THE DEDMAN FOUNDATION

By:    /s/Robert H. Dedman
Name:  Robert H. Dedman
Title: President


THE ROBERT AND NANCY
DEDMAN FOUNDATION

By:    /s/Robert H. Dedman
Name:  Robert H. Dedman
Title: Chairman


ROBERT DEDMAN TRUST #1

By:    /s/Patricia Dedman Dietz
Name:  Patricia Dedman Dietz
Title: Signatory by Trustee Consent


ROBERT DEDMAN TRUST #2

By:    /s/Robert H. Dedman, Jr.
Name:  Robert H. Dedman, Jr.
Title: Signatory by Trustee Consent


CYPRESS MERCHANT BANKING PARTNERS L.P.

By:  Cypress Associates L.P., its General Partner

By:  The Cypress Group L.L.C., its General Partner

By:    /s/James L. Singleton
Name:  James L. Singleton
Title: Member


CYPRESS OFFSHORE PARTNERS L.P.

By:  Cypress Associates L.P., its General Partner

By:  The Cypress Group L.L.C., its General Partner

By:    /s/James L. Singleton
Name:  James L. Singleton
Title: Member


CYPRESS MERCHANT BANKING PARTNERS II L.P.

By:  Cypress Associates II LLC, its General Partner


By:    /s/James L. Singleton
Name:  James L. Singleton
Title: Member


CYPRESS MERCHANT BANKING II C.V.

By:  Cypress Associates II LLC, its Managing General Partner


By:     /s/James L. Singleton
Name:  James L. Singleton
Title: Member

55th STREET PARTNERS II L.P.

By:  Cypress Associates II LLC, its General Partner

By:    /s/James L. Singleton
Name:  James L. Singleton
Title: Member