NEITHER  THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS  AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND
REGULATIONS  THEREUNDER  OR  THE  PROVISIONS  OF  THIS  WARRANT.

THIS  WARRANT  AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO A
STOCKHOLDERS  AGREEMENT  (A  COPY  OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY).  NO  TRANSFER,  SALE,  ASSIGNMENT,  PLEDGE,  HYPOTHECATION  OR  OTHER
DISPOSITION  OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY
BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.
THE  HOLDER  OF THIS WARRANT AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH
STOCKHOLDERS  AGREEMENT.

No. of Shares of Common Stock:  ____________________


                                 FORM OF WARRANT

                           TO PURCHASE COMMON STOCK OF

                                 CLUBCORP, INC.

          THIS  IS  TO CERTIFY THAT _________________, or registered assigns, is
entitled  at  any time prior to the Expiration Date (as hereinafter defined), to
purchase  from  CLUBCORP,  INC.,  a  Delaware  corporation  (the  "Company"),
_______________  (________)  shares  of Common Stock (as hereinafter defined and
subject  to  adjustment  as  provided  herein),  in  whole or in part, including
fractional parts, at a purchase price of $17.00 per share (subject to adjustment
as  set  forth  herein),  all  on  the  terms and conditions and pursuant to the
provisions  hereinafter  set  forth.


                                   ARTICLE 1.

                                  Defined Terms

          SECTION 1.1  Definitions.Capitalized terms used and not defined herein
shall  have  the  meanings assigned to them in the Stock Purchase Agreement.  As
used  herein,  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.

          "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  Dallas,  Texas.

          "Cashless  Exercise Ratio" means a fraction, the numerator of which is
the excess of the Market Value per share of Common Stock on the date of exercise
over the Exercise Price per share as of the date of exercise and the denominator
of  which  is  the  Market  Value  per  share of the Common Stock on the date of
exercise.

          "Common  Stock"  means  the common stock, par value $.01 per share, of
the Company, together with any other equity securities that may be issued by the
Company  in  substitution  therefor.

          "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.

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

          "Exercise Price" means, at any date herein, the price at which a share
of  Common Stock may be purchased pursuant to this Warrant on such date.  On the
date  of  original  issuance  of  this Warrant, the Exercise Price is $17.00 per
share  of  Common  Stock.

          "Expiration  Date"  means  the  tenth anniversary of the Closing Date.

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

          "Holder"  means  the  duly registered holder of this Warrant under the
terms  hereof.

          "Independent Investment Banking Firm" means an investment banking firm
of  nationally  recognized  standing  that is, in the reasonable judgment of the
Person  engaging  such firm, qualified to perform the task for which it has been
engaged.

          "Majority  Holders" shall mean the Holders of Warrants exercisable for
in  excess  of  50%  of  the  aggregate  number  of  shares of Common Stock then
purchasable  upon  exercise  of  all  Warrants, whether or not then exercisable.

          "Market  Value"  means,  (a)  with  respect  to capital stock or other
equity  securities,  the  last reported sales price on the date of determination
or, in case no such sale takes place on such day, the average of the closing bid
and  asked  prices  regular  way for such day, in each case (i) on the principal
national  securities exchange on which the shares of such capital stock or other
equity  interest  are listed or to which such shares are admitted for trading or
(ii)  if  such  capital stock or other equity interest is not listed or admitted
for trading on a national securities exchange, in the over-the-counter market as
reported by the National Association of Securities Dealers, Inc. National Market
System  ("NASDAQ")  or  any comparable system, or (iii) if such capital stock or
other  equity  interest  is  not  listed  on  NASDAQ  or a comparable system, as
furnished by two members of the National Association of Securities Dealers, Inc.
("NASD") selected from time to time in good faith by the Board for that purpose;
provided,  however,  that  with respect only to the Common Stock, so long as the
Purchasers  shall  have  consent  rights  under  Section 5.3 of the Stockholders
Agreement,  in  lieu of the foregoing provision of this clause (iii), the Market
Value of the Common Stock shall be the most recently determined Formula Price as
approved  pursuant to Section 5.3(xvi) of the Stockholders Agreement, unless the
Company or the Purchasers object to the use of the Formula Price, in which case,
the  Market Value shall be determined in accordance with the following sentence.
In  the  absence  of all of the foregoing, or if for any other reason the Market
Value  per share cannot be determined pursuant to the foregoing provisions or if
the  consideration  to  be  received  by the holders of Common Stock consists of
evidences  of indebtedness, other property, warrants, options or subscription of
purchase  rights,  the  Market  Value  shall be the fair market value thereof as
determined  by an Independent Investment Banking Firm selected by the Purchasers
and  reasonably  acceptable  to the Company. The Company shall bear the fees and
expenses  of  any  Independent  Investment  Banking  Firm  involved  in  the
determination  of  Market  Value.  Any  determination of the Market Value of the
Common  Stock  by  an  Independent  Investment Banking Firm shall be made on the
basis  of  a public market valuation of the Company without any control premium.
For  the  purpose of any computation of Market Value under Article 3 and Section
2.5,  the  "Market  Value"  per share of Common Stock (in cases where the Market
Value  is  determined  based  on a trading price  in accordance with clauses (i)
through  (iii)  above) at any date shall be (x) for purposes of Section 2.5, the
last  reported  sales price on the Business Day immediately prior to the date of
the  exercise  of  this  Warrant  pursuant  to Article 2 and (y) for purposes of
Article  3, the average of the last reported sales prices for the shorter of (i)
the  5  consecutive  trading  days  ending seven trading days on the exchange or
market  specified  in  the  second  succeeding  sentence  prior  to  the Time of
Determination (as defined below) and (ii) the period commencing on the date next
succeeding  the first public announcement of the issuance, sale, distribution or
granting  in  question  through  such last full trading day prior to the Time of
Determination.  For purposes of any computation under Article 3 and Section 2.5,
the  "Market Value" per share of Common Stock, if determined by reference to the
Formula Price, shall be calculated based on the most recently determined Formula
Price.  The  term  "Time  of Determination" as used herein shall be the time and
date  of the earlier to occur of (A) the date as of which the Market Value is to
be  computed and (B) the last full trading day on such exchange or market before
the  commencement  of  "ex-dividend" trading in the Common Stock relating to the
event  giving  rise  to  the  adjustment  required  by  Article  3.

          "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.

          "Purchasers"  means  collectively,  Cypress  Merchant Banking Partners
L.P.,  a  Delaware limited partnership, Cypress Offshore Partners L.P., a Cayman
Islands exempt limited partnership, Cypress Merchant Banking Partners II L.P., a
Delaware  limited  partnership,  Cypress  Merchant  Banking  Partners II C.V., a
"commanditaire vennootschap" in accordance with Netherlands Law, and 55th Street
Partners  II  L.P.,  a  Delaware  limited  partnership.

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

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

          "Stock  Purchase  Agreement" means the Stock Purchase Agreement, dated
as  of  October  26,  1999,  among the Robert Dedman Trust #1, the Robert Dedman
Trust  #2,  The  Dedman  Foundation, The Robert and Nancy Dedman Foundation, the
Company  and  the  Purchasers.

          "Stockholders Agreement" means the Stockholders Agreement, dated as of
__________  __, 1999, by and among Robert H. Dedman, Sr., Patricia Dedman Dietz,
Robert  H.  Dedman, Jr., the Robert Dedman Trust #1, the Robert Dedman Trust #2,
the Nancy Dedman Trust #1, the Nancy Dedman Trust #2, The Dedman Foundation, The
Robert  and Nancy Dedman Foundation, the Purchasers and the Company, as the same
may  be  amended  from  time  to  time.

          "Warrant  Shares"  means  the  shares  of  Common Stock of the Company
received,  or  issued  and  received,  as  the case may be, upon exercise of the
Warrants.

          "Warrants"  means  this  Warrant, and the warrants issued to the other
Purchasers on the date hereof and all warrants issued upon transfer, division or
combination  of, or in substitution for, any thereof.  All Warrants shall at all
times  be identical as to terms and conditions and date, except as to the number
of  shares  of  Common  Stock  for  which  they  may  be  exercised.


                                   ARTICLE 2.

                                 Exercise Terms

          SECTION 2.1  Exercise Periods.  At any time from and after the date of
this  Warrant  and  until 5:00 p.m., New York City time, on the Expiration Date,
the  Holder  may exercise this Warrant, on any Business Day, for all or any part
of  the  number  of  shares  of  Common  Stock  purchasable  hereunder.

          SECTION 2.2  Expiration.  This Warrant shall terminate and become void
as  of  the earlier of (i) 5:00 p.m., New York City time, on the Expiration Date
and  (ii)  the  time and date this Warrant is exercised.  The Company shall give
notice  not  less  than  90, and not more than 120, days prior to the Expiration
Date  to  the  Holder  hereof to the effect that this Warrant will terminate and
become  void  as  of the close of business on the Expiration Date.  This Warrant
shall  terminate  and become void after the Expiration Date, notwithstanding the
Company's  failure  to  give  such  notice.

          SECTION  2.3  Manner  of  Exercise.  (a)  In  order  to  exercise this
Warrant,  in  whole  or  in  part,  Holder  shall  deliver to the Company at its
principal  office  at 3030 LBJ Freeway, Suite 700, Dallas, Texas 75234 or at the
office  or agency designated by the Company pursuant to Article 6, (i) a written
notice of Holder's election to exercise this Warrant, which notice shall specify
the  number  of Warrant Shares to be purchased and shall be substantially in the
form of the subscription form appearing at the end of this Warrant as Exhibit A,
(ii)  payment  of the Exercise Price for the number of Warrant Shares in respect
of  which such Warrant is then exercised; provided, that no such payment need be
delivered  if the Holder elects to exercise the Warrant pursuant to the Cashless
Exercise  provided  in subsection (b) below, and (iii) this Warrant.  Payment of
the  Exercise Price shall be made in cash or by certified or official bank check
payable  to  the order of the Company or by wire transfer of funds to an account
designated  by  the  Company  for  such purpose.  The rights represented by this
Warrant  shall  be  exercisable at the election of the Holders thereof either in
full  at  any  time  or  in  part  from time to time and, in the event that this
Warrant  is  surrendered  for  exercise  in respect of less than all the Warrant
Shares  purchasable  on  such exercise at any time prior to the Expiration Date,
the  Company  shall,  at the time of delivery of the certificate or certificates
representing  the Warrant Shares, deliver to the Holder a new Warrant evidencing
the  rights  of Holder to purchase the unpurchased shares of Common Stock called
for  by this Warrant, which new Warrant shall in all other respects be identical
with  this Warrant, or at the request of the Holder, appropriate notation may be
made  on  this  Warrant  and  the  same  returned  to  the  Holder.

          (b)     In  lieu  of  payment  of  the  Exercise Price in cash, at the
option of the Holder, as indicated on the subscription form appearing at the end
of  this Warrant as Exhibit A, the Holder may demand that the Company reduce the
number of shares of Common Stock to be delivered to such Holder upon exercise of
the Warrants then being exercised so that the Holder receives a number of shares
of Common Stock equal to the product of (1) the number of shares of Common Stock
for which such Warrant would otherwise then be nominally exercised if payment of
the  Exercise  Price  as of the date of exercise were being made in cash and (2)
the  Cashless  Exercise Ratio.  An exercise of a Warrant in accordance with this
clause  (b)  is  herein  called  a  "Cashless Exercise".  The Holder may use the
Cashless  Exercise option whether or not this Warrant is being exercised in full
or  in  part.

          SECTION 2.4  Issuance of Warrant Shares.  Subject to Section 2.5, upon
the surrender of this Warrant and payment of the per share Exercise Price (or in
accordance with Section 2.3(b)), as set forth in Section 2.3, the Company shall,
as  promptly  as  practicable,  and  in  any event within five (5) Business Days
thereafter,  issue  or  cause  there  to  be  issued  and deliver or cause to be
delivered  to  or upon the written order of the Holder and in such name or names
as  the  Holder  may designate in the notice provided pursuant to Section 2.3, a
certificate  or  certificates for the number of full Warrant Shares so purchased
upon  the  exercise of such Warrants or other securities or property to which it
is  entitled,  registered  or  otherwise  to  the  Person or Persons entitled to
receive  the  same,  together with cash as provided in Section 2.5 in respect of
any  fractional  Warrant  Shares  otherwise  issuable  upon such exercise.  Such
certificate  or  certificates shall be deemed to have been issued and any Person
so  designated  to  be  named therein shall be deemed to have become a holder of
record  of  such  Warrant  Shares  as  of the date of the delivery of the notice
provided  pursuant to Section 2.3, the surrender of this Warrant and, subject to
Section  2.3(b),  payment  of  the  per  share  Exercise  Price.

          SECTION  2.5  Fractional  Warrant  Shares.  The  Company  shall not be
required to issue fractional Warrant Shares on the exercise of Warrants.  If any
fraction  of  a  Warrant  Share would, except for the provisions of this Section
2.5, be issuable on the exercise of this Warrant (or specified portion thereof),
the  Company  shall  pay  an  amount  in  cash equal to the Market Value for one
Warrant  Share on the Business Day immediately preceding the date the Warrant is
exercised, multiplied by such fraction, computed to the nearest whole cent.  For
purposes  of  determining  the Market Value, if in accordance with such term, an
Independent  Investment  Banking Firm would be required to be hired to determine
the Market Value and but for this Section 2.5, an Independent Investment Banking
Firm  is not otherwise required to be retained to determine Market Value at such
time,  then  Market  Value  shall  be  determined  in  good  faith by the Board.

          SECTION 2.6  Reservation of Warrant Shares.  (a)  The Company shall at
all  times on and following the Closing Date keep reserved out of its authorized
shares  of Common Stock a number of shares of Common Stock sufficient to provide
for  the  exercise  in  full of all outstanding Warrants.  The registrar for the
Common  Stock shall at all times on and following the Closing Date and until the
Expiration  Date,  or  the  time  at  which  all Warrants have been exercised or
canceled, reserve such number of authorized shares as shall be required for such
purpose.  All  Warrant  Shares which may be issued upon exercise of this Warrant
shall be duly and validly authorized, validly issued, fully paid, nonassessable,
free  of  preemptive  rights  and  free from all Encumbrances (as defined in the
Stock  Purchase  Agreement).

          (b)  Before taking any action which would cause an adjustment pursuant
to  Article  3 to reduce the Exercise Price below the then par value (if any) of
the Common Stock, the Company shall take any and all corporate action which may,
in  the  opinion  of  its  counsel,  be  necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock at
the  Exercise  Price  as  so  adjusted.

          SECTION  2.7  Compliance  with  Law.  If  any  shares  of Common Stock
required  to  be  reserved  for  purposes of exercise of Warrants would require,
under  any other federal or state law or applicable governing rule or regulation
of  any  national  securities  exchange,  registration  with  or approval of any
governmental  authority,  or  listing  on  any such national securities exchange
before  such  shares  may  be  issued upon exercise, the Company will cause such
shares  to  be  duly  registered  or  approved by such governmental authority or
listed  on  the  relevant  national  securities  exchange,  at  its  expense.

          SECTION  2.8  Continued  Validity.  A  Holder  of Warrant Shares shall
continue to be entitled with respect to such shares to all rights and subject to
all  obligations to which it would have been entitled or subject as Holder under
Section  4.5  and  Article  8 of this Warrant.  The Company will, at the time of
each  exercise  of  this  Warrant,  in whole or in part, upon the request of the
Holder  of  the  Warrant Shares issued upon such exercise hereof, acknowledge in
writing  in  form  reasonably  satisfactory  to  such  Holder,  its  continuing
obligation  to afford to such Holder all such rights; provided, however, that if
such  Holder  shall fail to make any such request, such failure shall not affect
the  continuing  obligation  of  the  Company  to afford to such Holder all such
rights.


                                   ARTICLE 3.

                              Adjustment Provisions

          SECTION  3.1  Changes  in Common Stock.  In the event that at any time
or from time to time after the date hereof, the Company shall (i) pay a dividend
or  make  a  distribution  on  its Common Stock in shares of its Common Stock or
other  shares  of capital stock, (ii) subdivide its outstanding shares of Common
Stock  into  a  larger  number  of  shares  of  Common  Stock, (iii) combine its
outstanding  shares  of  Common  Stock into a smaller number of shares of Common
Stock  or  (iv)  increase  or  decrease  the  number  of  shares of Common Stock
outstanding  by reclassification of its Common Stock (in each case, other than a
transaction  to  which  Section 3.4 is applicable), then the number of shares of
Common  Stock  purchasable  upon  exercise of this Warrant immediately after the
happening  of  such event shall be adjusted so that, after giving effect to such
adjustment,  the  Holder of this Warrant shall be entitled to receive the number
of  shares  of  Common  Stock upon exercise that such Holder would have owned or
have  been entitled to receive had this Warrant been exercised immediately prior
to the happening of the events described above (or, in the case of a dividend or
distribution  of  Common  Stock, immediately prior to the record date therefor),
and  the  Exercise Price shall be adjusted in inverse proportion.  An adjustment
made  pursuant  to this Section 3.1 shall become effective immediately after the
effective  date,  retroactive  to  the  record  date  therefor  in the case of a
dividend  or  distribution in shares of Common Stock, and shall become effective
immediately  after  the effective date in the case of a subdivision, combination
or  reclassification.

          SECTION  3.2  Cash  Dividends and Other Distributions.  In case at any
time or from time to time after the date hereof, the Company shall distribute to
all  holders  of  Common  Stock  (i) any dividend or other distribution of cash,
evidences  of  its  indebtedness,  shares  of  its  capital  stock  or any other
properties  or  securities  or  (ii)  any  options,  warrants or other rights to
subscribe  for  or  purchase  any of the foregoing (other than, in each case set
forth in (i) and (ii), (x) any dividend or distribution described in Section 3.1
or,  (y)  any rights, options, warrants or securities described in Section 3.3),
then  (i)  the number of shares of Common Stock purchasable upon the exercise of
this Warrant shall be increased to a number determined by multiplying the number
of  shares  of  Common  Stock  purchasable  upon  the  exercise  of this Warrant
immediately  prior to the record date for any such dividend or distribution by a
fraction,  (A)  the  numerator  of  which shall be the Market Value per share of
Common  Stock  on the record date for such distribution, and (B) the denominator
of  which  shall  be such Market Value per share of Common Stock less the sum of
(x)  any  cash distributed per share of Common Stock and (y) the fair value (the
"Fair  Value")  (as  determined  in good faith by the Board, whose determination
shall be evidenced by a board resolution, a certified copy of which will be sent
to  Holders) of the portion, if any, of the distribution applicable to one share
of  Common  Stock  consisting  of  evidences  of  indebtedness, shares of stock,
securities, other property, warrants, options or subscription or purchase rights
and (ii) the Exercise Price shall be adjusted to a number determined by dividing
the  Exercise Price immediately prior to such record date by the above fraction.
Such  adjustments  shall  be  made  whenever  any distribution is made and shall
become  effective as of the date of distribution, retroactive to the record date
for  any  such distribution; provided, however, that the Company is not required
to  make  an  adjustment  pursuant  to  this  Section 3.2 if at the time of such
distribution  the  Company makes the same distribution to Holders of Warrants as
it  makes  to  holders of Common Stock pro rata based on the number of shares of
Common  Stock  for  which such Warrants are exercisable.  No adjustment shall be
made  pursuant to this Section 3.2 which shall have the effect of decreasing the
number  of  shares  of Common Stock purchasable upon exercise of each Warrant or
increasing  the  Exercise  Price.

          SECTION 3.3  Rights Issue.  In the event that at any time or from time
to  time  after  the  date  hereof, the Company shall issue, sell, distribute or
otherwise  grant  any  rights to subscribe for or to purchase, or any options or
warrants  for  the  purchase  of,  or any securities convertible or exchangeable
into,  Common  Stock  to  all holders of Common Stock, entitling such holders to
subscribe  for  or  purchase  shares  of  Common  Stock  or  stock or securities
convertible  into  Common  Stock,  whether  or  not  immediately  exercisable,
convertible  or  exchangeable,  as  the  case  may  be,  and the subscription or
purchase  price per share of Common Stock or the price per share of Common Stock
issuable  upon  exercise,  conversion or exchange thereof is lower at the record
date for such issuance than the then Market Value per share of Common Stock, the
number  of  shares  of  Common Stock thereafter purchasable upon the exercise of
this  Warrant  shall be determined by multiplying the number of shares of Common
Stock  purchasable upon the exercise of this Warrant prior to the record date by
a  fraction,  (A) the numerator of which shall be the number of shares of Common
Stock  outstanding  on the date of issuance of such rights, options, warrants or
securities  plus  the  number  of  additional shares of Common Stock offered for
subscription or purchase or into or for which such securities are convertible or
exchangeable,  and (B) the denominator of which shall be the number of shares of
Common  Stock  outstanding  on  the  date  of  issuance of such rights, options,
warrants  or  securities  plus  the total number of shares of Common Stock which
could be purchased at the Market Value with the aggregate consideration received
through  the  issuance  of  such  rights,  warrants,  options,  or  convertible
securities.  In  the  event  of any such adjustment, the Exercise Price shall be
adjusted to a number determined by dividing the Exercise Price immediately prior
to  such  date of issuance by the above fraction.  Such adjustment shall be made
whenever  such rights, options or warrants are issued and shall become effective
retroactively  immediately  after  the  record  date  for  the  determination of
stockholders  entitled  to receive such rights, options, warrants or securities.

          If  the  Company  at  any time shall issue two or more securities as a
unit and one or more of such securities shall be rights, options or warrants for
or  securities  convertible  or  exchangeable into, Common Stock subject to this
Section  3.3,  the  consideration  allocated  to  each  such  security  shall be
determined  in good faith by a Board resolution, a certified copy of which shall
be  delivered  to  the  Holder.

          SECTION  3.4  Reorganization,  Reclassification, Merger, Consolidation
or  Disposition  of  Assets.  In  case the Company shall reorganize its capital,
reclassify  its  capital stock, consolidate or merge with or into another Person
(where  the Company is not the surviving entity or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or  otherwise  dispose  of  all  or  substantially  all  its property, assets or
business  to  another  Person and, pursuant to the terms of such reorganization,
reclassification,  merger,  consolidation  or  disposition  of assets, shares of
common  stock of the successor or acquiring Person, or any cash, shares of stock
or  other securities or property of any nature whatsoever (including warrants or
other subscription or purchase rights) in addition to or in lieu of common stock
of  the  successor or acquiring Person ("Other Property"), are to be received by
or  distributed  to the holders of Common Stock of the Company, then each Holder
shall  have  the right thereafter to receive, upon exercise of such Warrant, the
number  of shares of common stock of the successor or acquiring Person or of the
Company, if it is the surviving entity, and Other Property receivable upon or as
a  result  of  such  reorganization,  reclassification, merger, consolidation or
disposition  of  assets  by a holder of the number of shares of Common Stock for
which  this  Warrant is exercisable immediately prior to such event.  In case of
any  such reorganization, reclassification, merger, consolidation or disposition
of  assets,  the successor or acquiring Person (if other than the Company) shall
expressly  assume  the  due  and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company  and  all  the  obligations  and  liabilities hereunder, subject to such
modifications  as  may be deemed appropriate (as determined by resolution of the
Board)  in  order  to  provide for adjustments of shares of the Common Stock for
which  this  Warrant  is  exercisable  which  shall  be  as nearly equivalent as
practicable  to the adjustments provided for in this Article 3.  For purposes of
this  Section  3.4  "common  stock  of  the successor or acquiring Person" shall
include stock of such Person of any class which is not preferred as to dividends
or  assets over any other class of stock of such Person and which is not subject
to  redemption  and  shall also include any evidences of indebtedness, shares of
stock  or  other  securities  which are convertible into or exchangeable for any
such  stock,  either  immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or  purchase any such stock.  The foregoing provisions of this Section 3.4 shall
similarly  apply  to  successive  reorganizations,  reclassifications,  mergers,
consolidations  or  dispositions  of  assets.

          SECTION 3.5  Issuance of Additional Shares of Common Stock.  If at any
time  the  Company shall issue or sell any additional shares of Common Stock for
gross  consideration in an amount per additional share of Common Stock less than
the  Market  Value, then (i) the number of shares of Common Stock for which this
Warrant  is  exercisable  shall  be  adjusted  to  equal the product obtained by
multiplying  the  number  of  shares  of  Common Stock for which this Warrant is
exercisable  immediately  prior  to  such  issue  or  sale by a fraction (A) the
numerator  of  which  shall  be the number of shares of Common Stock outstanding
immediately  after such issue or sale, and (B) the denominator of which shall be
the  sum  of  (1)  the  number of shares of Common Stock outstanding immediately
prior  to such issue or sale, and (2) the number of shares of Common Stock which
could  be  purchased  at  such  Market  Value  with  the aggregate consideration
received  from the issuance or sale of the additional shares of Common Stock and
(ii)  the  Exercise  Price  shall  be  adjusted  to equal (A) the Exercise Price
immediately  prior  to  such issue or sale multiplied by the number of shares of
Common  Stock  for  which  this Warrant is exercisable immediately prior to such
issue  or  sale  divided  by  (B) the number of shares for which this Warrant is
exercisable immediately after such adjustment.  For the purposes of this Section
3.5,  the  date  as of which the Market Value per share of Common Stock shall be
computed  shall  be the earlier of (a) the date on which the Company shall enter
into  a firm contract for the issuance of such additional shares of Common Stock
or  (b)  the  date of actual issuance of such additional shares of Common Stock.

          SECTION  3.6  Other  Events.  If  any  event  occurs  as  to which the
foregoing  provisions  of  this  Article  3  are  not strictly applicable or, if
strictly  applicable, would not, in the good faith judgment of the Board, fairly
and  adequately  protect  the purchase rights of the Warrants in accordance with
the  essential  intent  and  principles of such provisions, then the Board shall
make  such adjustments in the application of such provisions, in accordance with
such  essential  intent and principles, as shall be reasonably necessary, in the
good  faith  opinion of the Board, to protect such purchase rights as aforesaid.

          SECTION  3.7  Superseding  Adjustment.  Upon  the  expiration  of  any
rights, options, warrants or conversion or exchange privileges which resulted in
the  adjustments  pursuant to this Article 3, if any thereof shall not have been
exercised,  the  number  of Warrant Shares purchasable upon the exercise of each
Warrant  shall  be readjusted as if (A) the only shares of Common Stock issuable
upon  exercise  of  such  rights,  options,  warrants,  conversion  or  exchange
privileges  were  the  shares  of Common Stock, if any, actually issued upon the
exercise  of such rights, options, warrants or conversion or exchange privileges
and  (B)  shares  of Common Stock actually issued, if any, were issuable for the
consideration  actually  received  by  the  Company  upon such exercise plus the
aggregate  consideration,  if  any,  actually  received  by  the Company for the
issuance,  sale  or grant of all such rights, options, warrants or conversion or
exchange  privileges  whether  or  not exercised and the Exercise Price shall be
readjusted inversely; provided, however, that no such readjustment shall (except
by  reason  of  an  intervening  adjustment under Section 3.1 or, if applicable,
Section  3.6)  have  the  effect  of  decreasing  the  number  of Warrant Shares
purchasable  upon  the exercise of each Warrant or increasing the Exercise Price
by an amount in excess of the amount of the adjustments to the number of Warrant
Shares  purchasable  and  the  Exercise  Price  initially made in respect of the
issuance,  sale  or  grant  of  such  rights, options, warrants or conversion or
exchange  privileges.

          SECTION  3.8   Minimum  Adjustment.  The  adjustments  required by the
preceding  Sections of this Article 3 shall be made whenever and as often as any
specified  event  requiring an adjustment shall occur, except that no adjustment
of  the  Exercise Price or the number of shares of Common Stock purchasable upon
exercise  of the Warrants that would otherwise be required shall be made (except
in  the  case  of  a  subdivision  or  combination of shares of Common Stock, as
provided  for in Section 3.1) unless and until such adjust-ment either by itself
or with other adjustments not previously made increases or decreases by at least
1%  the  Exercise Price or the number of shares of Common Stock purchasable upon
exercise  of  the  Warrants  immediately prior to the making of such adjustment.
Any  adjustment  representing a change of less than such minimum amount shall be
carried  forward  and  made  as  soon  as  such  adjustment, together with other
adjustments  required by this Article 3 and not previously made, would result in
a  minimum  adjustment.  For  the purpose of any adjustment, any specified event
shall  be  deemed  to  have occurred at the close of business on the date of its
occurrence.  In computing adjustments under this Article 3, fractional interests
in  Common  Stock  shall be taken into account to the nearest one-hundredth of a
share.

          SECTION  3.9  Other  Provisions  Regarding  Adjustments.  In the event
that  at  any  time,  as  a result of an adjustment made pursuant to Section 3.1
hereof,  the  holder of this Warrant shall become entitled to receive any shares
of  capital  stock  of the Company other than shares of Common Stock, thereafter
the  number of such other shares of capital stock so receivable upon exercise of
this Warrant shall be subject to adjustment from time to time in a manner and on
terms  as nearly equivalent as practicable to the provisions with respect to the
Common  Stock  contained  in  Article  3  and the provisions contained elsewhere
herein  with respect to Common Stock shall apply on like terms to any such other
shares.

          SECTION  3.10  Challenge to Good Faith.   Whenever the Board  shall be
required  to  make  a  determination in good faith of the Fair Value of any item
under  this Article 3, such determination may be challenged in good faith by the
Majority Holders, and any dispute shall be resolved by an Independent Investment
Banking  Firm selected by the Company and reasonably acceptable to such Majority
Holders.  The  expenses  of any challenge made by the Majority Holders hereunder
shall  be  borne  by  the  Company; provided that if the Investment Banking Firm
determines  that  the  Fair Value as determined by the Board is reasonable, then
the  expenses  of  any  challenge  shall  be  borne  by  the  Majority  Holders.

          SECTION  3.11  Notice  of  Adjustment.  Whenever the Exercise Price or
the  number  of  shares  of Common Stock and other property, if any, purchasable
upon  exercise  of  Warrants  is adjusted, as herein provided, the Company shall
deliver  to  the Holders a certificate of a firm of independent accountants (who
may  be  the regular accountants employed by the Company) or the Chief Financial
Officer  of the Company setting forth, in reasonable detail, the event requiring
the adjustment and the method by which such adjustment was calculated (including
a  description  of the basis on which the Board determined the fair market value
of  any  evidences  of indebtedness, other securities or property or warrants or
other  subscription  or  purchase rights), and specifying the Exercise Price and
the number of shares of Common Stock purchasable upon exercise of Warrants after
giving  effect  to  such  adjustment.

          SECTION  3.12  Notice  of Certain Transactions.  In the event that the
Company  shall resolve or agree (a) to pay any dividend payable in securities of
any  class  to the holders of its Common Stock or to make any other distribution
to the holders of its Common Stock, (b) to offer the holders of its Common Stock
rights to subscribe for or to purchase any securities convertible into shares of
Common  Stock  or  shares of Common Stock or shares of stock of any class or any
other  securities,  rights  or options, or (c) to effect any reclassification of
its  Common  Stock, capital reorganization, merger, consolidation or disposition
of assets, the Company shall within 5 days send to the Holders, a notice of such
proposed  action  or offer, such notice to be mailed to the Holders, which shall
specify  the  record  date  for  the  purposes of such dividend, distribution or
rights,  or  the  date  such  issuance or event is to take place and the date of
participation  therein by the holders of Common Stock, if any such date is to be
fixed,  and shall briefly indicate the effect of such action on the Common Stock
and  on  the number and kind of any other shares of stock and on other property,
if  any,  and  the  number of shares of Common Stock and other property, if any,
purchasable  upon  exercise  of each Warrant and the Exercise Price after giving
effect  to  any  adjustment  which  will be required as a result of such action.
Such  notice  shall  be  given  by  the  Company  as  promptly  as  possible.


                                   ARTICLE 4.

                       Transfer, Division and Combination

          SECTION  4.1  Transfer.  Subject  to  compliance  with  Section  4.5,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered  on  the books of the Company to be maintained for such purpose, upon
surrender  of this Warrant at the principal office of the Company referred to in
Section  2.3  or  the  office  or  agency  designated by the Company pursuant to
Article  6,  together with a written assignment of this Warrant substantially in
the  form  of  Exhibit B hereto duly executed by Holder or its agent or attorney
and  funds  sufficient to pay any transfer taxes payable upon the making of such
transfer.  Upon  such  surrender  and,  if  required,  such payment, the Company
shall,  subject to Section 4.5, execute and deliver a new Warrant or Warrants in
the  name of the assignee or assignees and in the denomination specified in such
instrument  of  assignment,  and  shall  issue  to  the  assignor  a new Warrant
evidencing  the  portion of this Warrant not so assigned, and this Warrant shall
promptly  be  cancelled.  A  Warrant,  if  properly  assigned in compliance with
Section  4.5,  may  be  exercised  by a new Holder for the purchase of shares of
Common  Stock without having a new Warrant issued.  If requested by the Company,
a  new  Holder  shall acknowledge in writing, in form reasonably satisfactory to
the  Company, such Holder's continuing obligations under Section 4.5 and Article
8.

          SECTION  4.2  Division  and Combination.  Subject to Section 4.5, this
Warrant  may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office or agency of the Company, together with a written notice
specifying  the  names and denominations in which new Warrants are to be issued,
signed  by  Holder or its agent or attorney.  Subject to compliance with Section
4.1  and  with  Section  4.5,  as  to any transfer which may be involved in such
division  or combination, the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance  with  such  notice.

          SECTION  4.3  Expenses.  The  Company shall prepare, issue and deliver
at its own expense (other than transfer taxes) the new Warrant or Warrants under
this  Article  4.

          SECTION 4.4  Maintenance of Books.  The Company agrees to maintain, at
its  aforesaid  office  or agency, books for the registration or transfer of the
Warrants.

          SECTION 4.5  Restriction on.  (a)  This Warrant and the Warrant Shares
issuable  upon  exercise  hereof  are  subject  in all respects to the terms and
conditions  of  the  Stockholders  Agreement.  No  transfer,  sale,  assignment,
hypothecation  or  other  disposition  of  this  Warrant  or  the Warrant Shares
issuable  upon  exercise  hereof  may  be  made  except  in  accordance with the
provisions  of the Stockholders Agreement (it being understood that any transfer
of  Common  Stock  permitted  under the provisions of the Stockholders Agreement
shall  be  a  permitted  transfer  with  respect to this Warrant and the Warrant
Shares).  The  Holder,  by acceptance of this Warrant, agrees to be bound by the
applicable  provisions of the Stockholders Agreement and all applicable benefits
of  the  Stockholders  Agreement  shall  inure  to  such  Holder.

          (b)  (i)  Except  as  otherwise  provided  in  this  Section 4.5, each
certificate  for  Warrant  Shares  initially  issued  upon  the exercise of this
Warrant, and each certificate for Warrant Shares issued to any transferee of any
such  certificate,  shall  be  stamped  or  otherwise imprinted with a legend in
substantially  the  following  form:

          "THE  SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
MAY  NOT  BE  TRANSFERRED  IN  VIOLATION  OF  SUCH  ACT OR LAWS OR THE RULES AND
REGULATIONS  THEREUNDER."

          "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  SUBJECT  TO  A
STOCKHOLDERS  AGREEMENT  (A  COPY  OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY).  NO  TRANSFER,  SALE,  ASSIGNMENT,  PLEDGE,  HYPOTHECATION  OR  OTHER
DISPOSITION  OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN
ACCORDANCE  WITH  THE  PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.  THE HOLDER OF
THESE  SECURITIES  AGREES  TO  BE  BOUND  BY  ALL  OF  THE  PROVISIONS  OF  SUCH
STOCKHOLDERS  AGREEMENT."

          (ii)  Except  as  otherwise provided in this Section 4.5, each Warrant
shall  be  stamped  or  otherwise  imprinted  with a legend in substantially the
following  form:

          "NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE
RULES  AND  REGULATIONS  THEREUNDER  OR  THE  PROVISIONS  OF  THIS  WARRANT."

          "THIS  WARRANT  AND  THE  SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE
SUBJECT  TO  A  STOCKHOLDERS  AGREEMENT  (A  COPY  OF  WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY).  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION
OR  OTHER  DISPOSITION  OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS
AGREEMENT.  THE  HOLDER  OF  THIS  WARRANT  AGREES  TO  BE  BOUND  BY ALL OF THE
PROVISIONS  OF  SUCH  STOCKHOLDERS  AGREEMENT."

          (c)  Notwithstanding the provisions of Section 4.5(b), (i) the Company
shall  deliver  Warrants  or  certificates  for Warrant Shares without the first
paragraph  of the legend set forth in any such clause if the securities referred
to in such clause shall have been registered under the Securities Act or if such
legend  is  otherwise  not required under the Securities Act, and if such legend
has  been  set forth on any previously delivered certificates, such legend shall
be  removed from any certificates at the request of the Holder if the securities
referred  to in such clause have been registered under the Securities Act, or if
such  legend  is  not  otherwise required under the Securities Act, and (ii) the
Company  shall  deliver  Warrants or certificates for Warrant Shares without the
second  paragraph  of  the  legend set forth in such clause if such legend is no
longer  required  pursuant  to  the  terms  of  the  Stockholders  Agreement.


                                   ARTICLE 5.

                               Loss or Mutilation

          Upon  receipt  by  the  Company from any Holder of evidence reasonably
satisfactory  to  it  of  the  ownership  of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood  that  the  written  agreement  of  the Purchaser shall be sufficient
indemnity) and in case of mutilation upon surrender and cancellation hereof, the
Company  will  execute and deliver in lieu hereof a new Warrant of like tenor to
such  Holder  (without  expense  to  the  Holder);  provided,  in  the  case  of
mutilation,  no indemnity shall be required if this Warrant in identifiable form
is  surrendered  to  the  Company  for  cancellation.

                                   ARTICLE 6.

                              Office of the Company

     As  long  as  any  of  the  Warrants  remain outstanding, the Company shall
maintain  an  office  or agency (which may be the principal executive offices of
the  Company)  where the Warrants may be presented for exercise, registration of
transfer,  division  or  combination  as  provided  in  this  Warrant.

                                   ARTICLE 7.

                             Limitation of Liability

          No  provision  hereof,  in  the  absence  of affirmative action by the
Holder  hereof  to purchase shares of Common Stock, and no enumeration herein of
the  rights or privileges of the Holder hereof, shall give rise to any liability
of such Holder for the purchase price of any Common Stock or as a stockholder of
the  Company,  whether such liability is asserted by the Company or by creditors
of  the  Company.


                                   ARTICLE 8.

                                  Miscellaneous

          SECTION  8.1  Nonwaiver  and  Expenses.  No  course  of dealing or any
delay  or  failure  to  exercise  any  right hereunder on the part of the Holder
hereof  shall  operate  as  a  waiver  of such right or otherwise prejudice such
Holder's  rights,  powers  or remedies.  If the Company fails to make, when due,
any payments provided for hereunder, or fails to comply with any other provision
of  this  Warrant,  the  Company  shall pay to the Holder hereof such amounts as
shall  be  sufficient  to cover any reasonable costs and expenses including, but
not  limited  to,  reasonable  attorneys'  fees,  including  those  of appellate
proceedings,  incurred  by  such  Holder  in collecting any amounts due pursuant
hereto  or  in  otherwise  enforcing  any  of  its  rights,  powers  or remedies
hereunder.

          SECTION  8.2  Financial  Information.  The  Company  will  file  on or
before  the  required  date  (including  any  permitted extensions) all required
regular  or  periodic reports (pursuant to the Exchange Act) with the Commission
and  the  Company  will  deliver  to  each Holder of a Warrant or Warrant Shares
promptly  upon their becoming available one copy of each report, notice or proxy
statement  sent  by  the  Company  to  its  stockholders  generally.

          SECTION  8.3  Unexercised  Warrants.  Except as otherwise specifically
required herein, holders of unexercised Warrants are not entitled (i) to receive
dividends  or  other  distributions,  (ii)  to  receive notice of or vote at any
meeting of the stockholders, (iii) to consent to any action of the stockholders,
(iv)  to  receive  notice  of  any  other  proceedings  of the Company or (v) to
exercise  any  other  rights  as  stockholders  of  the  Company.

          SECTION  8.4  Amendment.  This  Warrant  and all other Warrants may be
amended  with  the  written  consent  of  the  Company and the Majority Holders;
provided,  however,  that no such Warrant may be amended to reduce the number of
shares  of Common Stock for which such Warrant is exercisable or to increase the
Exercise  Price  (before  giving  effect  to any adjustment as provided therein)
without the prior written consent of the Holder thereof.  In determining whether
the  Holders of the required number of Warrants have concurred in any direction,
waiver  or  consent,  Warrants  owned  by  the  Company or any Subsidiary of the
Company shall be disregarded and deemed not to be outstanding.  Also, subject to
the  foregoing, only Warrants outstanding at the time shall be considered in any
such  determination.

          SECTION 8.5  Notices.  Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail to the addresses set forth
in  the  Stock  Purchase Agreement with respect to the Company and the Holder on
the  date  hereof  and  if  to  any subsequent Holder, at its last known address
appearing  on  the  books  of  the  Company  maintained  for  such  purposes.

          The  Company  and  any  Holder  by  notice  to the other may designate
additional  or  different  addresses  for  subsequent notices or communications.

          SECTION  8.6  Remedies.  The  Company  and  the  Holder  hereof  each
stipulates  that  the  remedies  at law of each party hereto in the event of any
default  or  threatened  default  by  the  other  party  in  the  performance or
compliance  with  any  of  the  terms  of  this  Warrant are not and will not be
adequate  and  that,  to  the fullest extent permitted by law, such terms may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein  or  by  an injunction against a violation of any of the terms
hereof  or  otherwise.

          SECTION  8.7  Governing  Law.  The laws of the State of New York shall
govern  this  Warrant.

          SECTION  8.8  Successors.  Subject to Section 4.5 hereof, this Warrant
and  the  rights  evidenced  hereby shall inure to the benefit of and be binding
upon  the successors and assigns of the Company and the Holder hereof, and shall
be  enforceable  by  any  such  successors  and  assigns.

          SECTION  8.9  Counterparts.  This Warrant Agreement may be executed in
any  number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but  one  and  the  same  instrument.

          SECTION  8.10  Table  of Contents.  The table of contents and headings
of  the  Articles  and Sections of this Warrant Agreement have been inserted for
convenience  of  reference only, are not intended to be considered a part hereof
and  shall  not  modify  or  restrict  any  of  the  terms or provisions hereof.

          SECTION  8.11  Severability.  The  provisions  of  this  Warrant  are
severable,  and  if  any  clause  or provision shall be held invalid, illegal or
unenforceable  in  whole or in part in any jurisdiction, then such invalidity or
unenforceability  shall  affect  in  that  jurisdiction  only  such  clause  or
provision,  or  part  thereof, and shall not in any manner affect such clause or
provision  in  any  other  jurisdiction or any other clause or provision of this
Warrant  in  any  jurisdiction.

IN  WITNESS  WHEREOF,  the  Company has caused this Warrant to be duly
executed  and  its  corporate  seal  to  be impressed hereon and attested by its
Secretary  or  an  Assistant  Secretary.

                              CLUBCORP,  INC.


                              By:
                              Name:
                              Title:


Attest:


___________________________________
Name:
Title: