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                                                                   EXHIBIT 10.28
                      THE TOWN OF NORTH HEMPSTEAD, NEW YORK
                      GOLF FACILITIES MANAGEMENT AGREEMENT
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     This Golf Facilities Management Agreement (the "Agreement"), made as of
January 1, 1998 by and between SENIOR TOUR PLAYERS DEVELOPMENT, INC., a Nevada
corporation (the "Manager") and the TOWN OF NORTH HEMPSTEAD, a municipal
corporation of the State of New York (the "Town").


                              W I T N E S S E T H:
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     WHEREAS, the Town is constructing a new municipal golf facility in the Town
of North Hempstead, New York which will include an 18-hole golf course, to be
known as Harbor Links, a 9-hole executive golf course, driving range, clubhouse,
maintenance building, practice/learning center, parking lot and related golf
facilities, five athletic fields, the surrounding cliff areas and, at the
discretion of the Town, a miniature golf course, collectively hereinafter
referred to as the "Facility"; and

     WHEREAS, the Manager is engaged in the business of marketing, maintaining
and managing golf courses, golf clubs and golf facilities; and

     WHEREAS, in accordance with the terms and conditions set forth in this
Agreement, the Town desires to retain the Manager and the Manager desires to
assume management responsibility and provide its professional services for all
golf facilities at the Facility;

     NOW, THEREFORE, in consideration of the covenants and agreements of each of
the parties hereinafter set forth, it is mutually agreed as follows:

     1. DESCRIPTION OF FACILITY. For purposes of this Agreement, the term
"Facility" shall be deemed to refer to and shall consist of the real estate,
buildings, improvements and personal property at the Town's Harbor Links
facility as described in Exhibit A hereto.

     2. APPOINTMENT OF MANAGER. The Town hereby appoints the Manager and the
Manager hereby accepts the appointment as manager of the Facility, subject to
the provisions hereof.

     3. EFFECTIVE DATE. The Effective Date of this Agreement shall be January
27, 1998.

     4. TERM.

          (a) The term of the Agreement shall commence on the Effective Date and
     shall terminate on December 31, 2007, unless extended or sooner terminated
     as provided hereinafter.

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          (b) The Town shall have the right to renew this Agreement on
     substantially identical terms and conditions, with fee increases similar to
     those provided for in the initial Agreement, for an additional period of
     five (5) years upon giving written notice thereof to the Manager not less
     than 120 days prior to the termination of this Agreement.

     5. GENERAL OPERATIONAL RESPONSIBILITIES OF MANAGER. Commencing with the
Effective Date and continuing until the termination of this Agreement, the
Manager shall have full authority and responsibility, subject to the direction
of the Town, the written policies of the Town and budgets approved by the Town,
to conduct, supervise, and manage day-to-day maintenance and operation of the
Facility; PROVIDED, HOWEVER, that all of the Manager's direct costs with respect
to discharging its responsibilities under this Agreement shall be reimbursed by
the Town as provided herein. The general operational responsibilities of the
Manager hereunder shall include, but not be limited to, the following:

          (a) During the period prior to opening of the 18-hole course the
     Manager shall advise the Town on operational factors to be considered in
     the planning and design of those Club facilities not yet under construction
     or completed as of the Effective Date. The Manager shall work with the Town
     and other members of the Town's development team (E.G., architects and
     engineers) to ensure that operational factors are addressed in a timely and
     proper manner during the development process, so that the Town's funds
     available for construction of the golf course facilities are properly
     directed and allocated.

          (b) The Manager shall be responsible for preparing for the Town's
     approval a marketing plan for the Facility during the pre-opening phase.
     The Manager also shall be responsible for implementing this plan in
     cooperation with the Town, consistent with budgets and schedules approved
     by the Town.

          (c) The Manager shall be responsible for cooperating with First Golf,
     as the interim manager of the Facility, in implementing the establishment
     and maintenance of the golf courses during the pre-opening phase,
     consistent with plans, budgets and standards reasonably approved by the
     Town.

          (d) The Manager shall prepare for Town approval, annual budgets and
     annual business plans, in accordance with Section 6 below, covering the
     first year (full or partial) of operation and each subsequent year during
     the term of this Agreement.

          (e) As a component of the Annual Plan (as defined below), the Manager
     shall create and implement annual marketing plans for each golf course
     (I.E., the 9-hole and the 18-hole), including public relations,
     advertising, promotional and membership sales components, supported by
     detailed budgets and recommendations for materials, media and promotional
     events.

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          (f) The Manager shall establish quality standards at the Facility,
     which shall be reasonably acceptable to the Town, and provide for the
     training of employees to meet these standards.

          (g) The Manager shall supervise, in a commercially reasonable manner,
     the maintenance of the Facility grounds (including, without limitation, the
     surrounding cliffs), associated landscaping, clubhouse and all other
     facilities, consistent with the "Minimum Facility Maintenance Standards"
     attached to this Agreement as EXHIBIT B.

          (h) The Manager shall prepare and provide to the Town for its approval
     no later than 60 days after the Effective Date a statement of policies and
     procedures with respect to the Manager's responsibilities hereunder.

          (i) The Manager shall supervise, in a commercially reasonable manner,
     the management of the food and beverage service, including the creation of
     menus and the establishment of food and beverage prices, and use its best
     efforts to obtain in the name of the Town a liquor license and all other
     licenses and permits necessary.

          (j) The Manager shall supervise management of, play on, and general
     operation of, the Facility in accordance with an Operation and Management
     Plan submitted to the Town for its reasonable approval within 30 days of
     the Effective Date; PROVIDED, HOWEVER, that the Town shall have the right
     to review the Manager's assignment of golf tee times to determine the
     fairness and availability of such assignments; and PROVIDED FURTHER that
     the Town shall supervise play on, and general operation of, the five
     athletic fields with respect to which the Manager's responsibilities shall
     be limited to maintenance and repair.

          (k) The Manager shall manage the Facility in a commercially reasonable
     manner which would make the Facility comparable with other similar first
     class golf facilities in the vicinity of where the Facility is located.

          (l) The Manager shall work with the Town Board, Town Supervisor,
     staff, the advisory committee referred to in Section 47 hereof, and
     community organizations to generate the best possible publicity for the
     Facility, and generate positive impacts on the Town as a result of the
     development and operation of the Facility.

          (m) The Manager shall ensure that the pro shop at the Facility carries
     sufficient products and inventory to satisfy generally the needs of players
     utilizing the Facility.

          (n) The Manager shall conduct physical inventories on a regular basis
     as reasonably required by the Town.

          (o) The Manager shall establish and administer, for all maintenance
     equipment, a preventative maintenance program which is designed to keep all
     equipment

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     in clean, safe and good operating condition for its useful life. Such
     maintenance shall be performed no less frequently than recommended by the
     manufacturer of the equipment. Equipment records shall be retained on site
     and shall be subject to inspection by the Town during normal business
     hours.

          (p) The Manager shall develop, revise, and implement food and beverage
     concepts, policies and procedures; PROVIDED, HOWEVER, such concepts,
     policies and procedures shall not materially deviate from those established
     under the then current annual Budget unless such deviation is approved by
     the Town.

          (q) If requested by the Town the Manager shall negotiate and arrange
     for all leases, licenses and concessions for the pro shop and any other
     commercial space.

          (r) Subject to Section 31 hereof, the Manager shall apply for, and
     attempt to obtain and maintain in the name of the Town or the Manager, as
     required by the Town or applicable law, all licenses and permits required
     of the Town or the Manager in connection with the management and operation
     of the Facility at no cost to the Manager.

          (s) The Manager shall institute and defend, utilizing legal counsel
     selected by the Town, any and all legal actions or proceedings reasonably
     necessary or proper in connection with the routine operation of the
     Facility, including actions or proceedings to collect accounts receivable
     or to cancel or terminate any lease, license or concession agreement for
     the breach thereof or default thereunder by any tenant, licensee or
     concessionaire, and take appropriate steps to protect and/or litigate to
     final decision in any appropriate court or other forum, any violation,
     order, rule or regulation directly related to the operation of the
     Facility.

          (t) The Manager shall negotiate and submit to the Town for its
     consideration and approval arrangements for the acceptance of payments by
     credit card by patrons of the Facility.

          (u) The Manager shall cooperate with the Town in integrating the
     Manager's financial software into the Town's financial software programs.

          (v) The Manager shall provide to the Town an initial capital
     contribution of $1,000,000 on July 1, 1998 (or such later date as the Town
     shall, in its sole discretion, decide and so notify the Manager).

          (w) The Manager shall assist the Town in obtaining equipment and
     supplies for the Facility at prices as favorable as those for similar
     equipment and supplies obtained by the Manager at its other golf
     facilities.

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     6. ANNUAL BUDGET AND BUSINESS PLAN.

          (a) On or before the Effective Date and by August 1 of each year
     commencing August 1, 1998, the Manager shall submit to the Town, for the
     Town's approval, a proposed annual business plan (the "Annual Plan") and
     operating budget (the "Budget") prepared on a format approved by the Town.
     For calendar year 1998 the Budget shall be based upon, and consistent with,
     the financial projections submitted by the Manager to the Town dated
     December 6, 1997 and December 9, 1997. If requested by the Town, the
     Manager shall provide the Town with the data and information utilized in
     preparing the Annual Plan and Budget or any revisions thereto. In the event
     the 9-hole golf course at the Facility opens prior to the 18-hole golf
     course, the Manager shall submit to the Town for its approval, not later
     than 30 days prior to the opening of the 9-hole golf course, a revised
     Budget indicating that operation of the 9-hole golf course will not
     generate additional expenses in excess of revenues attributable to such
     operation.

          (b) The Annual Plan shall describe the Manager's major management
     goals and intended actions for the ensuing year in reasonable detail so as
     to enable the Town to evaluate the Manager's intended conduct of the
     affairs of the Facility during that period.

          (c) In general, the Budget shall include such details regarding
     revenues and operating and capital expenditures for the upcoming Budget
     period as the Town shall reasonably request. Without limiting the
     foregoing, the Budget shall set forth the Manager's reasonable estimates
     of:

               (i) gross revenues consisting of all membership dues, green fees,
          cart rental fees, proceeds of sales of inventory, supplies, beverages
          or food, facility use revenues (excluding fees charged for use of
          athletic fields), driving range receipts, miniature golf receipts, and
          any other income of any kind derived from any source at the Facility
          over which the Manager has any responsibility, without reduction for
          costs of goods sold or other expenses ("Gross Revenues");

               (ii) all costs and expenses directly related to the operation of
          the Facility including (without limitation) employee and independent
          contractor costs, repair and maintenance expenses, costs of inventory
          and supplies, utility costs, administrative and general costs,
          marketing costs, insurance and management fees hereunder;

               (iii) a budget of the Manager's recommended renewals, revisions,
          rebuilding, replacements, substitutions or improvements to the
          Facility for the Budget period which are of a capital nature,
          including estimates for the cost of designs, plans and specifications,
          materials, labor (including installation), storage, consultants,
          travel, overhead and freight, and estimates of any additional gross

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          revenues or expense savings which can reasonably be expected to result
          therefrom; and

               (iv) any other matter deemed appropriate by the Manager or
          reasonably requested by the Town.

          (d) The Budget shall not provide for reserves for the payment of
     contingencies unless such reserves are determined to be necessary by the
     Town in its sole discretion.

          (e) No portion of the Manager's general or administrative costs,
     overhead or similar costs which may be indirectly related to the operation
     of the Facility and which are attributable to activities performed outside
     the premises of the Facility shall be included in the Budget or otherwise
     reimbursable by the Town unless expressly otherwise agreed to by the Town
     in its sole discretion.

     7. APPROVAL OF BUSINESS PLAN AND BUDGET.

          (a) The Town shall approve, at its sole discretion, the Annual Plan
     and all major policy decisions with respect to the Facility subsequent to
     consideration thereof by the advisory committee referred to in Section 47
     hereof.

          (b) The Town shall approve, at its sole discretion, the Budget in
     accordance with the Town's regular budget calendar for the upcoming Budget
     period. Without limiting the foregoing, all fees or prices proposed by the
     Manager to be charged to customers or other users of the Facility shall be
     subject to the approval of the Town which approval may be subsequently
     revoked at any time upon 14 days notice to the Manager.

     8. IMPLEMENTATION OF BUDGET. The Manager shall use its best efforts to
operate the Facility in accordance with the then current Budget and to achieve
the results projected in such Budget. If at any time during any Budget period
the Manager reasonably believes that the Gross Revenues or operating expenses
may vary adversely by more than five percent (5%) from the originally budgeted
amount, then such variance shall be immediately reported to the Town together
with a description in reasonable detail explaining the reasons for such variance
and corrective measures recommended by the Manager.

     9. NATURE OF MANAGER'S BUDGET. The Town acknowledges that the projections
contained in each proposed Budget are subject to and may be affected by changes
in financial, economic and other conditions and circumstances beyond the
Manager's reasonable control. The Town further acknowledges that each proposed
Budget is solely a planning tool used in pursuit of the objective of maximizing
the financial performance of the Facility. Subject to the indemnity provisions
of Section 29 hereof, the Manager in no event shall be liable based upon a
variance between actual results and expenditures and the estimate of the
projected results and expenditures for the period covered by any such Budget due
solely to such changes, conditions

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or circumstances and not attributable to any gross negligence, willful
misconduct or knowing violation of law on the part of the Manager.

     10. GROSS REVENUES.

          (a) The Town may establish in the name of the Town such bank or other
     deposit and checking accounts as the Town in its sole discretion determines
     are necessary for the efficient operation of the Facility and control of
     the flow of funds received and disbursed in connection with such operation,
     or, at the Town's sole discretion, may use existing Town accounts for such
     purpose (in any case, generally referred to herein as the "Facility
     Account").

          (b) The Manager shall deposit in the Facility Account all Gross
     Revenues from the operation of the Facility within a 24-hour period and
     shall be responsible for the safekeeping, storage and transportation of
     such receipts until they are delivered to a bonded courier, if any, or
     deposited to such account.

          (c) In no event shall amounts deposited in any accounts established
     under this Agreement be co-mingled with any other funds of the Manager.

          (d) Any amounts on deposit at any time in the Facility Account may be
     withdrawn by the Town and deposited in any general municipal fund or other
     Town account and applied to any purpose, whether related to the Facility or
     not, as the Town so determines in its sole discretion.

          (e) The Manager shall establish and maintain an internal control
     structure reasonably acceptable to the Town regarding cash receipts,
     charges, disbursements and Town assets to provide reasonable assurance that
     Town assets are safeguarded against loss from unauthorized use or
     disposition. In addition, the Manager shall agree to implement any
     reasonable internal control recommendation that may develop from future
     audits if determined by the Town to be in the Town's best interest.

     11. EXPENSES.

          (a) The Facility operating expenses and capital expenditures, in each
     case as approved by the Town or expressly authorized to be incurred by the
     Manager hereunder, are the responsibility of the Town to be paid or
     reimbursed pursuant to this Section 11.

          (b) No working capital reserve shall be funded by the Town.

          (c) The Manager shall implement the approved Budget and shall be
     authorized, without the need for further approval by the Town, to incur the
     specified operating expenditures provided for in the Budget in accordance
     with Sections 11(d) and

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     (e) below.  No  deviation  from the Budget  with  respect to the payment of
     expenses by the Manager  shall be  permitted,  without the prior consent of
     the Town, except as follows:

               (i) the Manager may reallocate up to five percent (5%) of any
          amount budgeted with respect to any operating expense item in the
          Budget to another operating expense item budgeted therein provided
          that the aggregate expenditures in the Budget are unaffected;

               (ii) unbudgeted minor expenditures unforeseen at the time of
          preparation of the Budget, and reasonably deemed necessary by the
          Manager, may be made without the Town's authorization except that the
          aggregate amount of such unbudgeted expenditures cannot exceed $5,000
          per year; and

               (iii) the Manager may incur expenses which, in the Manager's
          reasonable judgment, are necessary due to an emergency requiring
          immediate action for the protection of the Facility or persons at the
          Facility so long as the aggregate amount of such expenditures does not
          exceed 5% of the total amount of operating expenditures set forth in
          the approved Budget then in effect.

          (d) Purchases of Supplies and Equipment.

               (i) The Manager shall, to the greatest extent feasible, arrange
          for all purchases of supplies and equipment for the Facility in the
          name of the Town and through the Town's purchasing process. To the
          extent that the equipment and/or supplies are provided for in the
          Budget or are otherwise permitted pursuant to Section 11(c) hereof,
          the Town shall take such actions as are necessary to obtain such
          supplies and equipment in a reasonably timely manner, and shall be
          responsible for payment to the vendors on all such purchases.

               (ii) Where exigent circumstances require the immediate
          procurement of certain supplies or equipment which are permitted
          expenditures pursuant to Section 11(c) hereof, or with respect to the
          purchase of supplies and equipment in an amount less than $200, the
          Manager shall have the authority to make such purchases directly from
          the vendor, and to request reimbursement from the Town for the same.
          Such purchases shall be made, wherever possible, using the Town's tax
          exempt number which shall be provided to the Manager. The Manager
          shall request reimbursement for all such purchases on a monthly basis
          and the Town shall be obligated to provide reimbursement within 14
          days of receipt of a properly documented request.

          (e) The Manager shall be responsible for payment of personnel expenses
     incurred pursuant to Sections 11(c) and 20 hereof, subject to the Town's
     obligation to reimburse the Manager for the same pursuant hereto. Seven
     days prior to each date on which it pays its personnel, the Manager shall
     submit to the Town a claim form for the

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     payroll expenses it will incur on its next payroll date, with a breakdown
     of amounts for each employee and all other information as shall reasonably
     be requested by the Town. On the date on which the Manager pays its
     personnel, the Town shall make a wire transfer into the Manager's payroll
     account or such other account as the Manager shall designate in order to
     reimburse the Manager for its personnel expenses. The Manager agrees that
     it shall not pay its personnel more frequently than bi-weekly.

          (f) Capital expenditures shall be governed by Section 17 of this
     Agreement.

          (g) With respect to expenditures provided for in the Budget or
     otherwise permitted pursuant to Section 11(c) hereof, but not covered by
     Sections 11(d), (e) or (f) hereof, the Manager shall be responsible for
     payment of such expenditures and shall be reimbursed within 14 days of its
     submittal of a claim to the Town following payment. Notwithstanding
     anything to the contrary, the Town shall have the right to request that all
     utilities be established in the name of the Town, with payment for the same
     made directly by the Town to the appropriate supplier.

          (h) The Town may, but shall not be required to, withdraw funds from
     the Facility Account for the reimbursement or prompt payment when due of
     all operating expenses, management fees and all other amounts properly
     payable in accordance with the Budget then in effect or otherwise permitted
     under the terms of this Agreement. To the extent such items are not paid
     from amounts on deposit in the Facility Account, the Town shall use other
     Town funds or accounts to meet its obligations to pay or reimburse expenses
     under Section 11 hereof.

     12. BOOKS AND RECORDS.

          (a) With the approval of the Town, the Manager shall establish and
     supervise an appropriate accounting and cost control system for Facility
     operations to be maintained at the Town's expense. Charts of accounts and
     all accounting systems shall be maintained in accordance with ordinary
     accounting procedures and generally accepted accounting principles. Such
     records shall be subject to examination and photocopying by the Town, its
     authorized agents, attorneys and accountants, at the Town's expense, during
     normal business hours at the Facility, and the Manager agrees to make such
     records available for these purposes. The Manager shall also provide to the
     Town any other information, relevant to the management or operation of the
     Facility, which the Town reasonably requests and which is in the Manager's
     possession or control.

          (b) Upon termination of this Agreement for any reason, all source
     documents, work papers, financial statements relating to past periods, and
     other supporting documents shall be and remain the property of the Town.
     Any on-site equipment or systems purchased by the Town, such as cash
     registers, software or computers, also shall be and remain property of the
     Town. Upon termination of this Agreement, the Manager shall transfer all
     policies and procedures manuals to the Town.

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     13. FINANCIAL REPORTS.

          (a) As soon as possible, but in no event later than 10 days after the
     end of each month, the Manager shall deliver to the Town unaudited
     financial reports, in such form as the Town requires, for the Facility for
     such month which shall include a profit and loss statement comparing actual
     results to both the current Budget and the previous year's actual results,
     for both the current month and fiscal year to date, on a line item basis.
     Within 75 days after the end of each fiscal year, the Manager shall deliver
     to the Town an audited profit and loss statement, in such form as the Town
     requires, for the Facility for such fiscal year. The cost of providing such
     audited profit and loss statement shall be included in the Budget and shall
     be paid from the Gross Revenues of the Facility. Such audits shall be
     conducted by auditors selected by the Town.

          (b) The Manager shall provide to the Town each year audited annual
     financial statements, in such form as the Town requires, for the Manager
     within 90 days following the close of the Manager's fiscal year.

     14. FEES AND CHARGES. Subject to the approval of the Town, the Manager
shall establish, maintain, revise and administer the overall charge structure of
the Facility, including, without limitation, membership fees, greens fees, golf
cart rental fees, food or beverage charges of any kind, pro shop inventory
prices, and prices, charges or fees for any other products, facilities or
services available at the Facility. The Town specifically retains the right to
revoke its approval of any such fees, prices or charges, on not less than 14
days notice to the Manager.

     15. LIQUOR LICENSE. The Town shall make every reasonable effort to assist
the Manager in securing for the Facility a liquor license that will permit the
Facility to offer patrons alcoholic beverages in conjunction with their use and
enjoyment of the Facility. The license shall permit the Manager to serve
alcoholic beverages in the normal course of business and to carry out reasonable
management and marketing activities associated with the serving of alcoholic
beverages at a golf facility. The Manager shall comply with all local, county,
state and federal laws and regulations governing the serving of alcoholic
beverages, and shall properly direct all Facility personnel in this regard
through policies, posting of notices and supervision. The liquor license shall
be obtained at the Town's expense and shall remain the property of the Town.

     16. REPAIRS AND MAINTENANCE. Within the approved budgetary limitations and
in accordance with the Budget and Section 11 of this Agreement, the Manager
shall arrange for the making or installing, at the Town's expense and in the
name of the Town, of such alterations, repairs, decorations, or replacements of
furnishings or equipment to the Facility as the Manager or the Town deems
reasonable or necessary.

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     17. CAPITAL EXPENDITURES.

          (a) The Town shall from time to time, at its sole cost and expense,
     make such alterations, additions, improvements, repairs and replacements in
     or to the Facility as may be necessary to comply with the terms of any debt
     or applicable laws and regulations, or to maintain the existing standards
     of Club facilities on the date of this Agreement, and the same shall be
     made with as little hindrance or disruption as possible to the operation of
     the Facility.

          (b) The Budget submitted to the Town for its approval each year shall
     include the Manager's recommendations for any Facility capital
     expenditures. To the extent such capital expenditures are included in the
     final Budget as approved by the Town, the Town shall, at its sole
     discretion, separately finance the approved capital expenditures through
     its municipal borrowing capabilities or, subject to Section 18 hereof,
     direct the Manager to arrange for financing of the capital expenditures on
     behalf of the Town.

          (c) If directed to do so by the Town, the Manager shall have the
     responsibility and authority to cause to be purchased, constructed and
     installed alterations, additions, improvements, repairs, renewals, and
     replacements to the Facility which are of a capital nature.

     18. COMPLIANCE WITH LAWS.

          (a) The Manager shall arrange at the Town's expense for compliance in
     all material and commercially reasonable respects with any federal, state
     or local statutes, ordinances, laws, rules, regulations, orders and
     determinations affecting or issued in connection with the Facility
     (including, without limitation, all federal, state and local labor laws)
     and, with the prior written consent of the Town, make arrangements for any
     alterations or repairs ordered or required thereby, if not included in the
     Budget. However, if any such ordered or required alterations or repairs are
     not made because the Town does not give its consent after the Manager's
     request therefor, then the Town shall hold the Manager harmless from any
     liability that may arise solely by reason of the failure to make such
     alterations or repairs.

          (b) Notwithstanding any other provision of this Agreement, whenever
     any approval, payment or other action is required by the Town hereunder,
     such action shall only be taken following compliance by the Town with all
     applicable federal, state or local statutes, ordinances, laws, rules,
     regulations, orders and determinations.

     19. TOWN INDEBTEDNESS. The Manager shall use its best efforts to cause the
Facility to comply with all the terms, conditions and obligations contained in
any note, loan agreement, mortgage, bond issue or other agreement executed by
the Town which relates to the Facility. The Town shall provide the Manager with
true and correct copies of any such note, loan agreement, mortgage, bond issue
or other agreement.

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     20. STAFF.

          (a) The Manager shall hire, train, promote, discharge, and supervise
     the work of the executive staff and all employees of the Facility as is
     commercially reasonable; provided, however, that the Town shall have the
     right to approve, in its reasonable discretion, the superintendent, head
     pro and general manager for the Facility. All persons employed by the
     Manager for such purposes shall be deemed employees of the Manager and not
     the Town, PROVIDED, HOWEVER, that all of the Manager's cost and expense
     related to such persons shall be reimbursed by the Town in accordance with
     Section 11 hereof as an item included in the Budget. The Manager shall hire
     and employ such personnel at such wages or salaries, and on such terms and
     conditions, as are standard at the time in the employment market for such
     persons in the geographical area where the Facility is located and are
     consistent with the Budget. The Manager shall pay all of the salaries,
     wages, payroll taxes and benefits due and owing to and/or on account of
     such persons (and the Town shall reimburse the Manager pursuant to Section
     11(e) hereof). The Manager shall deduct from such employees' salaries all
     required taxes, charges and assessments and shall make and file such
     reports as may be required by the federal, state and local government
     agencies. All personnel shall be employees of the Manager, (or, at the
     Manager's option, a qualified employee leasing company acceptable to the
     Town).

          (b) The Manager shall be responsible for compliance with all
     applicable laws, regulations and tax requirements relative to payroll,
     employment and other matters affecting operation of the Facility including,
     without limitation, Sections 220, 220-D, 220-E, 222, 230, 231 and 232 of
     the New York State Labor Law.

          (c) The Manager shall provide such other qualified personnel as shall
     be deemed necessary for the successful operation and maintenance of the
     Club facilities and the successful marketing and management of the golf
     program, membership program, and other business activities at the facility.
     The Town shall approve the number and compensation of personnel through the
     Annual Plan and Budget.

          (d) At the written request of the Town, the Manager shall replace any
     manager or employee who, in the opinion of the Town, is not performing
     satisfactorily. The Manager shall use commercially reasonable efforts to
     replace such individuals within 14 days of receiving such a request.

     21. HIRING BY TOWN. The Town is expressly permitted to hire the Manager's
superintendent, club pro, general manager or any other employee of the Manager
working at the Facility following termination of this Agreement for any reason
other than a Town Event of Default.

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     22. INSURANCE.

          (a) The Manager shall maintain the following types of insurance, in
     its own name, with any insurance carrier that is authorized to do business
     in the State of New York:

               (i) Workers' Compensation and Employer's Liability;

               (ii) Comprehensive General Public Liability, on an occurrence
          basis, naming the Town and the Solid Waste Management Authority as an
          additional insured, in the amount of at least one million dollars per
          occurrence; and

               (iii) Comprehensive Automobile Liability, on an occurrence basis,
          naming the Town and the Solid Waste Management Authority as an
          additional insured, in the amount of at least one million dollars per
          occurrence.

     Any incremental cost to the Manager caused directly by the coverage of the
     Facility under the above policies shall be reimbursed by the Town to the
     Manager as part of the Budget.

          (b) In addition, the Manager shall secure and maintain, in the name of
     the Town and subject to the Town's approval, the following types and
     amounts of insurance for the term of this Agreement, with the cost thereof
     to be included in the Budget:

               (i) Employee Dishonesty Policy/Bond, in an amount sufficient to
          cover the largest dollar amount of which any one employee may have
          possession or control;

               (ii) Business Interruption Insurance, in an amount sufficient to
          cover the anticipated Gross Revenues in any one fiscal year;

               (iii) insurance protection against loss of Gross Revenues by
          reason of burglary, larceny, embezzlement, robbery or other causes;
          and

               (iv) any other insurance which the Town is required by law to
          provide.

          (c) The Manager shall furnish to the Town certificates of the required
     insurance within 30 days of the Effective Date of this Agreement and
     thereafter shall furnish new certificates 30 days prior to the expiration
     date of the previous certificates.

          (d) Any independent contractor arranged by the Manager shall be
     required to provide the same insurance coverage as provided in (a)(i),
     (ii), and (iii) above, naming the Town and the Solid Waste Management
     Authority as additional insureds. Certificates

                                      -13-
<PAGE>   14

     of insurance shall be provided to the Town before the contractor is allowed
     to begin work at the Facility.

          (e) All insurance coverage and bonding required to be provided by the
     provisions of this Agreement shall be placed with or through such insurance
     company, broker or agency as the Town may from time to time hereafter
     designate or approve by written notice to the Manager.

          (f) The insurance policies required above shall contain a provision,
     if available at a cost approved by the Town, to the effect that such
     insurance shall not be invalidated or limited if any one or more of the
     insureds thereunder waive any or all claims for recovery from the other
     insureds thereunder; and, in addition to any other limitation of liability
     expressly set forth in this Agreement, so long as such provision is in
     effect, each of the Manager and the Town hereby waives all claims for
     recovery from the other for any loss or damage insured under such policies
     to the extent of any recovery collected by the Manager or the Town,
     respectively, under such policies for such loss or damage.

          (g) All policies shall name, as insured, the Town, the Manager, any
     mortgagee of the Facility and such other parties as the Town, the Manager
     or such mortgagee shall require to be named as insured and shall contain a
     waiver of subrogation provision, pursuant to which the insurer waives all
     expressed and implied rights of subrogation against each named insured.

     23. SECURITY. The Manager shall devise, implement and maintain a program
providing security to the Facility on a 24-hour basis against vandalism,
malicious mischief, theft and other destruction or criminal activity.

     24. PERFORMANCE BOND. The Manager shall provide to the Town, at the Town's
expense as an item included in the Budget, a performance bond reasonably
satisfactory to the Town, in an amount not less than $1,000,000, which secures
the operational and other responsibilities of the Manager under this Agreement.
In the preceding sentence, the term "Town's expense" refers only to the payment
of premium and does not include the posting of security or collateral, if
required, which shall be the Manager's responsibility.

     25. MANAGER'S COMPENSATION

          (a) The Manager's fee shall consist of the aggregate amounts set forth
     in this Section 25. The Manager's fee provided for in this Section shall be
     included as a line item in the Budget for each calendar year and shall be
     payable in accordance with Section 11 hereof in the same manner as other
     budgeted Facility operation expenses.

          (b) To the extent included in the 1998 Budget or otherwise permitted
     under Section 11, the Manager shall be entitled to receive reimbursement of
     actual out-of-

                                      -14-
<PAGE>   15

     pocket costs for services from the Effective Date of this Agreement to the
     date which is 60 days prior to scheduled opening of the Facility's 18-hole
     golf course.

          (c) Commencing on the date which is 60 days prior to the opening of
     the Facility's 18-hole golf course, the Manager shall be entitled to
     receive an annual base fee for each calendar year as follows:

                 1998                                   $125,000
                 1999                                   $150,000
                 2000                                   $150,000
                 2001                                   $150,000
                 2002                                   $175,000
                 2003                                   $175,000
                 2004                                   $175,000
                 2005                                   $200,000
                 2006                                   $200,000
                 2007                                   $200,000

     The amount of such base fee shall be payable in 12 equal installments
     payable on the first day of each month included in the calendar year. For
     calendar year 1998, the Manager shall only be entitled to receive a
     proportionate amount of the annual base fee for the portion of the year
     extending from the date on which the base fee becomes payable through
     December 31, 1998.

          (d) Commencing with the second calendar year of operation of the
     Facility under this Agreement the Manager shall be entitled to payment of
     an additional incentive management fee equal to 10% of the amount, if any,
     by which Gross Revenues for the immediately preceding calendar year exceeds
     the below specified threshold amount for the preceding calendar year:

                                                        PRIOR YEAR
              YEAR PAYABLE                               THRESHOLD
              ------------                               ---------

                 1999                                   $1,600,000
                 2000                                   $4,000,000
                 2001                                   $4,250,000
                 2002                                   $4,500,000
                 2003                                   $4,750,000
                 2004                                   $5,000,000
                 2005                                   $5,150,000
                 2006                                   $5,304,500
                 2007                                   $5,463,635

                                      -15-
<PAGE>   16

     Notwithstanding any of the foregoing, in no event shall the amount of the
     incentive management fee payable in a calendar year exceed an amount equal
     to 20% of the annual base fee for such calendar year specified in clause
     (c) above. No incentive management fee shall be paid in 1998. The incentive
     management fee shall be calculated based upon Gross Revenues reflected in
     the audited financial reports for the Facility referred to in Section 13(a)
     hereof. The incentive management fee shall be payable in 2 equal
     semi-annual payments, on June 1 and December 1 of the calendar year. For
     example, if the audited financial statements for 2001 show Gross Revenues
     of $4,800,000, the Manager would be entitled to receive an incentive
     management fee of $30,000 payable in $15,000 installments on June 1, 2002
     and December 1, 2002.

          (e) The Town acknowledges that the Manager will make an initial
     capital contribution to the Facility of $1,000,000 as specified in Section
     5(v) hereof. The Manager shall be entitled to the payment of interest on
     the outstanding portion of such initial capital contribution which has not
     been returned to the Manager at an interest rate equal to the lesser of (i)
     two percent (2%) above the prime rate as reported by the Federal Reserve
     Bank of St. Louis in its H15 report for the week preceding each interest
     payment date or (ii) the actual interest rate paid by the Manager on
     financing obtained by the Manager to fund the initial capital contribution
     to the Facility. Payment of such interest shall be made quarterly in
     arrears on March 1, June 1, September 1 and December 1 of each year
     commencing March 1, 1999. The Manager shall be entitled to a return of the
     initial capital contribution in five equal annual installments of $200,000
     payable on March 1 of each year commencing March 1, 2001. The obligation of
     the Town to pay interest on the initial capital contribution and to return
     the initial capital contribution to the Manager as provided in this clause
     (e) shall constitute a portion of the Manager's compensation for its
     Facility management responsibilities hereunder and shall only be payable if
     this Agreement remains in force when such payments are due. Subject to
     Section 33 hereof, the payment of any such amounts not yet due shall not
     survive termination of this Agreement.

          (f) It is intended by the Town and the Manager that the management
     fees provided for in this Section be in addition to the Facility operating
     expenses incurred by the Manager on behalf of or for the benefit of the
     Town and for which the Town has full responsibility consistent with the
     Budget and the provisions of this Agreement. The Town further covenants and
     agrees to reimburse the Manager for any and all reasonable out-of pocket
     expenses incurred by the Manager or the Manager's employees in connection
     with the performance of the Manager's obligations hereunder, as provided in
     the Budget or with the Town's prior approval, up to an initial annual
     expense budget of $10,000 for calendar years 1998 and 1999 with reasonable
     adjustments thereafter as may be mutually agreed to by the parties.
     Reimbursable expenses shall be paid only upon presentation of vouchers
     reflecting the name of the person or persons incurring the expense, the
     amount and date thereof and the purpose or purposes for the expenditure.
     The annual budget submitted by the Manager for approval by the Town shall
     include provisions for such expense reimbursement.

                                      -16-
<PAGE>   17

     26. CASUALTY.

          (a) If the Facility or any portion thereof is damaged or destroyed
     during the term of this Agreement by fire, other casualty, or act of God,
     the Town shall, at its sole cost and expense, repair, rebuild and replace
     the Facility to substantially the same or better conditions as prior to
     such damage or destruction unless the proceeds of property insurance
     carried under this Agreement are insufficient to pay all of the costs of
     repair and restoration. If the Town is required or elects to repair or
     rebuild the Facility, the Town shall undertake such work at the Town's sole
     expense within a reasonable time after the fire or other casualty, and
     shall diligently proceed to complete the same as expeditiously as possible.

          (b) If only a part of the Facility shall be taken or condemned in any
     eminent domain, condemnation, compulsory acquisition or like proceeding by
     any competent authority, and in the reasonable opinion of the Town, the
     Facility can be altered, restored or repaired so as to make it a
     satisfactory golfing facility of similar type and class as prior to the
     taking or condemnation, the Town shall so alter, restore and replace the
     Facility if the proceeds of such condemnation will be sufficient to pay for
     the costs of same, the Town and the Manager agreeing to pledge so much of
     their separate awards, in proportion to the amount awarded to each, as is
     necessary for such purposes. Such work shall be commenced reasonably soon
     after such proceeds become available and shall be diligently pursued to
     completion.

          (c) If at any time during the term hereof it becomes necessary, in the
     Town's reasonable opinion, to cease operation of the Facility (or any
     portion thereof) in order to protect the health, safety and welfare of
     patrons or general public, the Manager shall at the direction of the Town
     close and cease operation of all or part of the Facility as designated by
     the Town. The Manager shall reopen and commence operation when the Town
     deems that such may be done without jeopardy to the Facility patrons and
     the general public.

          (d) No fees shall be payable to the Manager under Section 25 hereof
     for any period during which the Facility's 18-hole golf course is
     inoperable.

     27. EVENTS OF DEFAULT.

          (a) With respect to the Town it shall be an event of default ("Event
     of Default") hereunder:

               (i) if, upon thirty (30) days' notice, the Town shall fail to
          make or cause to be made any payment required to be made hereunder;

               (ii) if the Town shall fail to keep, observe or perform any
          material agreement, term or provision of this Agreement to be kept,
          observed or

                                      -17-
<PAGE>   18

          performed by it, and such default shall continue for a period of
          thirty (30) days after written notice thereof by the Manager is
          received by the Town (or a longer period, in no event to exceed 90
          days, if the obligation cannot be cured within 30 days so long as the
          Town is diligently pursuing a cure to the reasonable satisfaction of
          the Manager); or

               (iii) if one or more golf holes, the clubhouse, maintenance
          building, or any material service of the Facility shall be rendered
          incapable of normal operation because of weather, fire or casualty,
          and shall not be repaired, restored, rebuilt or replaced within twelve
          (12) months after casualty.

          (b) With respect to the Manager, it shall be an Event of Default
     hereunder:

               (i) if the Manager shall fail to maintain the Facility in
          accordance with Part I of the Minimum Facility Maintenance Standards
          in EXHIBIT B hereto, unless such failure is caused by reasons outside
          of the reasonable control of the Manager, and such failure shall
          continue for a period of 30 days after notice thereof from the Town;

               (ii) if the Manager shall fail to keep, observe, or perform any
          other material agreement, term or provision hereof required to be
          kept, observed, or performed by it, and such failure shall continue
          for a period of thirty (30) days after written notice thereof shall
          have been given to the Manager by the Town (or a longer period, in no
          event to exceed 90 days, if the obligation cannot be cured within 30
          days so long as the Manager is diligently pursuing a cure to the
          reasonable satisfaction of the Town); or

               (iii) if the Manager becomes insolvent, is declared bankrupt,
          voluntarily or involuntarily, becomes unable to pay its bills as they
          come due, and/or becomes subject to a court supervised receivership.

          (c) The failure of either party to perform any material obligation
     under this Agreement due to the occurrence of any of the following shall
     not constitute an Event of Default hereunder:

               (i) an act of God, hurricane, tornado, landslide, lightning,
          earthquake, flood, fire or explosion;

               (ii) an act of war, public enemy, blockade, insurrection, riot,
          or restraint of government; or

               (iii) the failure to obtain, or the suspension, termination or
          revocation of, any permit, license or approval necessary for the
          operation of the Facility in a manner contemplated by this Agreement,
          PROVIDED, HOWEVER, that such failure

                                      -18-
<PAGE>   19

          to obtain, or suspension, termination or revocation is not the result
          of the willful or grossly negligent action or inaction of the party
          relying thereon.

     28. REMEDIES UPON DEFAULT.

          (a) Subject to clause (c) below, if any Event of Default by the Town
     shall occur and continue for a period of 60 days, the Manager may (in
     addition to any other remedy available to it in law or equity) forthwith
     terminate this Agreement, and remove from the Facility all Manager
     employees. In such event, the Manager shall be entitled to immediately
     receive payment of all accrued unpaid amounts due to the Manager pursuant
     to the terms hereof, after such amounts are ascertainable. If the amount
     due and owing is undisputed and remains unpaid for a period of time in
     excess of thirty (30) days from the date of determination, then, except for
     amounts due under Section 25(e) (which continue to accrue interest at the
     rate described therein), the amount shall accrue simple interest at the
     rate of six percent (6%) per annum until paid, unless prohibited or limited
     under applicable law, in which event such charges shall not exceed the
     amount collectible under such law, and neither party shall have any further
     obligations whatsoever under this Agreement, except pursuant to the
     indemnity provisions hereof.

          (b) Subject to clause (c) below, if any Event of Default by the
     Manager shall occur and be continuing, the Town may, in addition to any
     other remedy available to it in law or equity on account of such Event of
     Default, forthwith terminate this Agreement, whereupon the Manager shall
     remove the general manager and all Manager employees. In such event, the
     Manager shall be entitled to receive payment of all undisputed and unpaid
     amounts due the Manager pursuant to the terms hereof, after such amounts
     are ascertainable. If the amount due and owing is undisputed and remains
     unpaid for a period of time in excess of thirty (30) days from the date of
     determination then the amount shall accrue simple interest at the rate of
     six percent (6%) per annum until paid, unless prohibited or otherwise
     limited under applicable law, in which event such charge(s) shall not
     exceed the amount collectible under such law, and neither party shall have
     any further obligations to perform under this Agreement, except pursuant to
     the indemnity provisions hereof.

          (c) If any Event of Default involving nonpayment of amounts due under
     this Agreement is not resolved by negotiation of the parties within 60 days
     ("Payment Dispute") either party may require that such Payment Dispute must
     be submitted for resolution in accordance with arbitration as provided in
     this Section by delivering a demand for arbitration to the other party.
     While any arbitration is pending under this Agreement, no Event of Default
     shall be deemed to occur with respect to the nonpayment of the disputed
     amount. Each arbitration instituted in accordance with this Section shall
     be governed by and conducted in accordance with the following:

               (i) The arbitration shall take place in North Hempstead, New York
          and shall be conducted by three (3) arbitrators in accordance with the
          Commercial

                                      -19-
<PAGE>   20

          Arbitration Rules of the American Arbitration Association (the "AAA")
          or any successor organization. Each party shall select one arbitrator
          and the two (2) arbitrators so selected shall select the third
          arbitrator from the AAA's National Panel of Commercial Arbitrators who
          shall act as chairperson.

               (ii) The award of the arbitrators shall be final, conclusive and
          binding on all parties to the arbitration. Judgement upon the award
          rendered by the arbitrators may be entered in any court having
          jurisdiction thereof.

               (iii) In rendering an award, the arbitrators shall, if possible,
          identify the party to the arbitration which is the prevailing party
          (the "Prevailing Party") and the party which is the non-prevailing
          party (the "Non-Prevailing Party") with respect to the Payment Dispute
          in question. The reasonable costs and expenses (including legal fees)
          incurred by the Prevailing Party in connection with such arbitration
          shall be borne by the Non-Prevailing Party. If it is not possible for
          the arbitrators to identify the Prevailing Party, the arbitrators
          shall determine the proportion of costs and expenses incurred in
          connection with such arbitration which are to be borne by each party.

               (iv) An award rendered by the arbitrators involving the payment
          of money (other than the payment of costs and expenses incurred in
          connection with the arbitration) shall include interest from the Event
          of Default or other breach of this Agreement at the prime rate
          referred to in Section 25(e) hereof as of the date of the award,
          PROVIDED, HOWEVER, that such rate shall in no event exceed the maximum
          rate payable consistent with applicable State law.

          (d) No right or remedy herein conferred upon or reserved to either
     party hereto is intended to be exclusive of any other right or remedy, and
     each and every right and remedy shall be cumulative and in addition to any
     other right or remedy given hereunder, or now or hereafter legally existing
     upon the occurrence of an Event of Default hereunder. The failure of either
     party hereto to insist at any time upon the strict observance or
     performance of any of the provisions of this Agreement or to exercise any
     right or remedy as provided in this Agreement shall not impair any such
     right or remedy or be construed as a waiver or relinquishment thereof with
     respect to subsequent defaults. Every right and remedy given by this
     Agreement to the parties hereof may be exercised from time to time and as
     often as may be deemed expedient by the parties hereto, as the case may be.

     29. INDEMNIFICATION. The Town and the Manager and their affiliates agree to
indemnify and save each other harmless from and against any and all claims,
losses, damages and expenses, including reasonable attorney's fees through all
appeals, arising from the Town's and the Manager's performance pursuant to this
Agreement, or arising out of any willful misconduct, gross negligence or knowing
violation of law on the part of the Town or the Manager or their respective
employees either prior to the date of this Agreement or hereafter;

                                      -20-
<PAGE>   21

PROVIDED, HOWEVER, that one party's indemnity obligation to the other party
under this Section 29 shall not exceed the total amounts previously paid
hereunder to the party from whom the indemnity payment is requested.

     30. MANAGER'S DUTIES UPON TERMINATION. Upon the expiration of the term of
this Agreement, or upon the effective date of termination of this Agreement, the
Manager shall:

          (a) as expeditiously as reasonably possible and to the extent
     permitted by law, surrender and assign to the Town any and all licenses,
     permits and/or other governmental authorizations required for the operation
     of the Facility;

          (b) deliver to the Town any and all of the Town's properties and
     assets within the possession of the Manager, including reservation lists,
     ledgers, bank statements for the Facility Account, accounting books and
     records, insurance policies, bonds and other documents, agreements, leases
     and licenses required for the operation of the Facility;

          (c) as expeditiously as reasonably possible, prepare and deliver to
     the Town the financial reports required under this Agreement with respect
     to the final fiscal year; and

          (d) purchase from the Town at cost all unbroken cases of inventories
     and operating supplies bearing the Manager's Proprietary Marks as defined
     below, except those which are identified specifically to the Facility.

     31. PROPRIETARY MARKS.

          (a) During the term of this Agreement, the Facility shall at all times
     be designated and known as North Hempstead Harbor Links. The Manager shall
     have the right to use and market the name of the Facility in association
     with one or more of the Manager's Proprietary Marks. For purposes of this
     Agreement, the term "Manager's Proprietary Marks" means the Manager's
     service marks bearing the name Senior Tour Players and related logos used
     from time to time by the Manager for services and related products and
     business activities (excluding logos directly related to the Facility) in
     connection with its owned, managed, or franchised properties, together with
     distinctive designs and operating procedures used by the Manager to
     identify its properties and services. The Manager hereby disclaims any
     ownership interest or right to use the Facility name (except for the right
     to use such name in the performance of its responsibilities under this
     Agreement) and the Town hereby disclaims any right or interest in the
     Manager's Proprietary Marks or the good will derived therefrom.
     Notwithstanding the foregoing, upon termination of this Agreement, the Town
     shall have the express right to use the then existing supply of inventory
     and operating supplies bearing the Manager's Propriety Marks until such
     supply of inventory and operating supplies is exhausted, but shall not
     reorder any additional such inventory or operator supplies.

                                      -21-
<PAGE>   22

          (b) Except for the Manager's Proprietary Marks and any promotional
     activity by the Manager regarding use of the Facility as contemplated by
     the Annual Plan, the Town shall retain exclusive ownership and control of
     all rights pertaining to marketing, advertising or other promotional
     activities with respect to any portion of the Facility.

     32. ASSIGNMENT. The Manager may not directly or indirectly transfer, sell,
assign or hypothecate its interest under this Agreement or any right hereunder
to any other entity or person, without the prior written consent of the Town
which consent shall not be unreasonably withheld or delayed. The Town shall have
the right at any time to sell, assign or transfer all or a part of its right,
title and interest under this Agreement to

          (a) the holder of any mortgage or deed of trust on the Facility, or

          (b) any person or entity on the condition that

               (i) this Agreement continues in full force and effect after such
          transfer (with such amendments to the definitions contained in this
          Agreement as may be reasonably necessary or appropriate),

               (ii) the transferee assumes the obligations of the Town,

               (iii) such transferee in the reasonable business judgment of the
          Manager, has the financial capacity to perform the obligations of the
          Town hereunder, is not of ill repute or is not in any other manner a
          person, firm or corporation with whom or with which an association
          would materially adversely affect either Facility operations or the
          reputation and status of the Facility or the Manager.

     33. EXTRAORDINARY RETURN OF CAPITAL CONTRIBUTION. In the event that this
Agreement is terminated due to any reason other than a Manager Event of Default
under Section 27(b)(i) or (iii) of this Agreement, the Town agrees to pay to the
Manager as a lump sum an amount equal to the unreturned portion of the Manager's
initial capital contribution to the Facility plus any accrued and unpaid
interest thereon under Section 25(e) hereof. This is not intended to be an
exclusive remedy and shall not relieve the Town of its other obligations under
this Agreement.

     34. NOTICES. Any and all notices, consents, or directives by either party
intended for the other shall be sent by registered or certified mail, return
receipt requested, to the following address, unless either party shall have
designated a different address by serving written notice of change of address on
the other party by registered or certified mail:

                                      -22-
<PAGE>   23

                  Town:   Town of North Hempstead
                          220 Plandome Road
                          Manhasset, NY  11030
                          Attention:  Supervisor

                  With a copy to:   Department of Parks and Recreation
                                    1801 Evergreen Avenue
                                    New Hyde Park, NY 11040
                                    Attention: Commissioner

                  Manager:  Senior Tour Players Development, Inc.
                            266 Beacon Street
                            Boston, MA  02116

     35. SALE OR TRANSFER OF CONTROL OF FACILITY. In the event of the sale or
other transfer of control over the Facility, other than to any agency that is
affiliated with or controlled by the Town, this Agreement may be (a) terminated
by the Town without any further liability, or (b) assigned by the Town to the
purchaser in accordance with Section 32 hereof.

     36. TOWN TERMINATION RIGHTS.

          (a) The Town shall have the right to terminate this Agreement within
     30 days of its receipt of the audited financial statements referred to in
     Section 13(a) hereof if the annual net cash flow to the Town hereunder for
     any two consecutive calendar years after 1999 does not exceed $1,500,000
     per year. For this purpose, "net cash flow" shall mean for each calendar
     year the amount of Gross Revenues less Facility operating expenses
     (excluding payment of debt service on the Town's outstanding bond issue
     used to finance the Facility) and all fees paid to the Manager under
     Section 25 hereof.

          (b) The Town shall have the right to terminate this Agreement at any
     time, on 30 days notice to the Manager, in consideration of payment to the
     Manager (in addition to amounts otherwise payable under this Agreement) of
     an amount equal to the fixed fee amount set forth in Section 25(c) for the
     then current calendar year.

     37. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the
parties hereto and cannot be changed or modified except by another agreement in
writing signed by the party sought to be charged therewith or by its duly
authorized agent.

     38. EXECUTED COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed an original.

                                      -23-
<PAGE>   24

     39. CAPTIONS. The captions of various of the provisions of this Agreement
are included for convenience only, and are in no way to be construed as part of
this Agreement or as a limitation upon the scope of the particular provisions to
which they refer.

     40. SUCCESSORS AND ASSIGNS. This Agreement and all the provisions hereof
shall be binding upon, and shall inure to the benefit of, the parties hereto and
their respective successors and assigns.

     41. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.

     42. SEVERABILITY. If any of the provisions of this Agreement shall be
construed to be illegal or invalid, such construction shall not affect the
legality or validity of any of the other provisions hereof, and the illegal or
invalid provisions hereof shall be deemed stricken and deleted from this
Agreement to the same extent as if never incorporated herein, but all other
provisions hereof shall remain in full force and effect.

     43. NO THIRD PARTY BENEFICIARIES. It is the intention of the parties to
this Agreement that no third party shall have the benefit of or any rights under
any of the provisions hereof.

     44. RELATIONSHIP. In the performance of its responsibilities and the
exercise of its authority under this Agreement, the Manager shall act as an
independent contractor with respect to the Town. Neither this Agreement nor any
agreements, instruments, documents or transactions contemplated hereby shall in
any respect be interpreted, deemed or construed as making the Manager an agent,
partner or joint venturer with the Town or as creating any similar relationship
or entity, and each party agrees that it will not make any contrary assertion,
contention, claim or counterclaim in any action, suit or other legal proceedings
involving the Manager or the Town.

     45. RIGHT TO MAKE AGREEMENT. Each party warrants, with respect to itself,
that neither the execution of the Agreement nor the finalization of the
transactions contemplated hereby shall violate any provision of law or judgment,
writ, injunction, order or decree of any court or governmental authority having
jurisdiction over it, result in or constitute a breach or default under any
indenture, contract, other commitment or restriction to which it is a party or
by which it is bound, or require any consent, vote or approval which had not
been given or taken. Each party covenants that it has and will continue to have
throughout the term of the Agreement and any extensions thereof, the full right
to enter into the Agreement and perform its obligations hereunder.

     46. PERMANENT CLUBHOUSE. The Manager acknowledges the intention of the Town
to construct a permanent clubhouse for the Facility at some time during the term
of this Agreement. The Manager shall cooperate with the Town and the persons
working on construction of the permanent clubhouse so as to minimize any adverse
affect on the operation of the Facility during

                                      -24-
<PAGE>   25

construction. The Manager shall submit to the Town for its approval a revised
budget for the Facility during construction of the permanent clubhouse.

     47. ADVISORY COMMITTEE. The Town and the Manager shall form an advisory
committee to make recommendations to the Town regarding major issues with
respect to the Facility such as, without limitation, course alterations, any
proposed action which significantly impacts the number of rounds played,
promotions or tournaments.

     48. REFERENCES FOR DEFINED TERMS. The Capitalized terms used in this
Agreement are defined in the following provisions:

         "AAA" is defined in Section 28(c)(i).

         "Agreement" is defined in the first paragraph.

         "Annual Plan" is defined in Section 6(a).

         "Budget" is defined in Section 6(a).

         "Effective Date" is defined in Section 3.

         "Event of Default" is defined in Section 27(a).

         "Facility" is defined in the first WHEREAS clause.

         "Facility Account" is defined in Section 11(a).

         "Gross Revenues" is defined in Section 6(c)(i).

         "Manager" is defined in the first paragraph.

         "Manager's Proprietary Marks" is defined in 31(a).

         "Minimum Facility Maintenance Standards" refers to Exhibit B.

         "Non-Prevailing Party" is defined in Section 28(c)(iii).

         "Payment Dispute" is defined in Section 28(c).

         "Prevailing Party" is defined in Section 28(c)(iii).

         "Town" is defined in the first paragraph.


                                      -25-
<PAGE>   26

     IN WITNESS WHEREOF, the parties have caused this instrument to be executed
on the day and year first written above.

                                 TOWN:

                                 THE TOWN OF NORTH HEMPSTEAD

                                      By: /s/ May Newburger
                                         --------------------------
                                         Title: Supervisor
                                               --------------------
                                         Date: 1/27/98
                                               --------------------

                                 MANAGER:

                                 SENIOR TOUR PLAYERS DEVELOPMENT, INC.

                                      By: /s/ Stanton V. Abrams
                                         --------------------------
                                         Title: President
                                               --------------------
                                         Date: 1/27/98
                                               --------------------

                                      -26-
<PAGE>   27

                                                                       EXHIBIT A

                              DESCRIPTION OF ASSETS
                              ---------------------


             o      Maintenance Building
             o      Chemical Storage Building
             o      Pump Station Building
             o      Irrigation Pond
             o      Maintenance Building Parking Lot & Site Lighting
             o      All Gravel Maintenance Roads

             o      Clubhouse Building
             o      Driving Range
             o      Clubhouse Parking Lot & Site Lighting
             o      Clubhouse Landscaping
             o      Cart Storage & Fueling Facilities
             o      Clubhouse Entry Roadway

             o      18 Hole "Harbor Links" Golf Course
             o      Practice Putting Green
             o      Cliff Areas
             o      9 Hole Executive Course
             o      18 Hole Miniature Golf Course
             o      Athletic Fields (5)
             o      Rain Shelters

             o      Hub Building
             o      Hub Building Parking Lot & Site Lighting
             o      Hub Landscaping

             o      All Temporary Buildings & Facilities
             o      All Golf Course(s) Signage

                                      A-1
<PAGE>   28

                                                                       EXHIBIT B

                     MINIMUM FACILITY MAINTENANCE STANDARDS


PART I.  BASIC RESPONSIBILITIES
         ----------------------

          1. The Manager shall establish written guidelines for greens, tees and
     aprons, fairways, driving ranges, roughs, hazards, landscaping and
     clubhouse maintenance.

          2. The Manager shall establish written guidelines for clubhouse and
     pro shop operations.

          3. The Manager shall maintain a representative reasonably available in
     person or by telephone to address issues or questions raised by the Town.

          4. The Superintendent shall be Class "A".

          5. The greens shall be aerated, topdressed and overseeded a minimum of
     two times per calendar year.

          6. The pin placement shall be changed daily.

          7. The tees and aprons shall be aerated, topdressed and overseeded a
     minimum of two times per year.

          8. The sand in the traps shall be maintained at an 8" depth on slopes
     and a 6" depth on the bottom.

          9. Restrooms shall be maintained a minimum of once each day.

          10. The pro shop shall not be closed for maintenance and/or cleaning
     during normal business hours.


PART II. GOLF COURSE MAINTENANCE
         -----------------------

     A. SUPERVISION OF MAINTENANCE:

          1. The Superintendent shall be Class "A" and shall be responsible for
     supervising the maintenance of the course.

                                      B-1
<PAGE>   29

     B. GREENS MAINTENANCE:

          1. Mowing the Greens: The greens shall be mowed daily, depending on
     growth and weather, and will be maintained to an adequate playing level.

          2. Watering of Greens: The crew shall water the greens as necessary to
     keep the grass in optimal growing condition, weather permitting.

          3. AERIFYING, TOPDRESSING AND OVERSEEDING OF GREENS:

               a. The crew shall aerify the greens a minimum of two times per
          year using a greens aerifier manufactured for the purpose.

               b. The crew shall topdress the greens a minimum of two times per
          year in conjunction with aerifying of greens. The crew will institute,
          at the Manager's discretion, a light frequent top-dressing to keep
          surface smooth.

               c. The crew shall overseed each green a minimum of two times each
          year during the aerifying/topdressing process.

          4. VERTICUTTING OF GREENS: The greens shall be verticut a minimum of
     four times per year, at the Manager's discretion, to control "graining" or
     "thatching."

          5. FERTILIZING THE GREENS: Soil samples shall be submitted to an
     approved Soil and Plant Analysis lab a minimum of four times for the first
     year and once annually thereafter.

          6. PEST CONTROL ON GREENS: Pest control management of the greens is
     considered to be a constant ongoing responsibility of the Superintendent.

          7. WEED CONTROL ON GREENS: The Manager shall develop and maintain a
     program for weed control on the greens. As in most northeastern courses,
     bluegrass will be inevitable despite the Manager's best efforts to keep it
     to a minimum.

          8. OTHER GREEN REQUIREMENTS: The crew shall change the pin placements
     daily and replace damaged cups immediately upon discovery.

     C. MAINTENANCE OF TEES AND APRONS:

          1. MOWING OF TEES AND APRONS: The crew shall mow all tee areas and
     aprons around the greens not less frequently than three times per week,
     weather dependent.

                                      B-2
<PAGE>   30

          2. AERIFYING AND TOPDRESSING OF TEES AND APRONS:

               a. The tees shall be aerated a minimum of two times per year or
          more as needed.

               b. The aprons shall be aerated two times per year. Plugs shall be
          chopped and returned to the apron surface, unless deemed undesirable
          by the Manager.

          3. VERTICUTTING OF TEES AND APRONS: Tees and aprons shall be verticut
     a minimum of two times per year.

          4. FERTILIZING OF TEES AND APRONS: Soil samples shall be submitted to
     an approved soils and plant analysis lab a minimum of four times for the
     first year and once annually thereafter.

          5. WEED CONTROL ON TEES AND APRONS: The superintendent shall develop
     and maintain a program for weed control on tees and aprons.

          6. OVERSEEDING OF TEES AND APRONS:

               a. The crew shall overseed the tees and aprons two times per year
          during the aerifying process.

               b. All divots on tees and aprons shall be filled with a
          topdressing/seed mixture on a weekly basis.

     D. MAINTENANCE OF FAIRWAYS, DRIVING RANGES, AND ROUGHS:

          1. MOWING OF FAIRWAYS, DRIVING RANGES, AND ROUGHS:

               a. The fairways shall be mowed twice weekly at a height of 5/8 to
          3/4 inches.

               b. The driving range shall be mowed once a week at a height of
          one inch.

               c. The roughs shall be mowed weekly.

          2. AERIFYING OF FAIRWAYS/DRIVING RANGE/ROUGHS: The fairways, driving
     range, and roughs shall be aerated a minimum of one time per year or as
     needed, using an aerifier with a 5/8" diameter spoon and a minimum
     penetration depth of three inches.

                                      B-3
<PAGE>   31

          3. VERTICAL MOWING OF FAIRWAYS/DRIVING RANGE/ROUGHS: Verticle mowing
     of the fairways, driving range and roughs is not required except in
     extraordinary circumstances for disease control and at the discretion of
     the Manager.

          4. FERTILIZATION OF FAIRWAYS/DRIVING RANGE/ROUGHS: Soil samples should
     be submitted to an approved Soils and Plant Analysis lab a minimum of four
     times for the first year and once annually thereafter.

          5. WEED CONTROL ON FAIRWAYS/DRIVING RANGE/ROUGHS: The Manager shall
     develop and maintain a program for weed control on the fairways, driving
     range and roughs.

     E. SAND HAZARD MAINTENANCE: The sand level in each trap shall be maintained
at an 8" depth on slopes and a 6" depth on the bottoms. Sand for the traps shall
be the same as the initial construction specifications.

     F. TREES, SHRUBS, AND OTHER LANDSCAPING:

          1. The Manager shall be responsible for the maintenance of all
     landscaping at the course.

          2. The Manager shall develop and maintain a program for weed control
     of the landscaped areas.

     G. MAINTENANCE OF IMPROVEMENTS, EQUIPMENT, ETC. NOT A HORTICULTURE NATURE:

          1. IRRIGATION/PORTABLE WATER SYSTEM/UTILITIES/WATER:

               a. The Manager shall maintain the irrigation systems on the
          course as outlined below:

                    i. Maintenance means the cleaning, adjusting, repair and
               replacement of all components of the pumping and irrigation
               systems downstream of the pump control panels and the main
               sprinkler control panel.

                         (a) The maintenance will include but not be limited to:

                               1.   Gate Valves
                               2.   Lateral irrigation lines
                               3.   Automatic Valves
                               4.   Irrigation Controllers to valves
                               5.   Wiring from Controllers to valves
                               6.   Controller Transformers

                                      B-4
<PAGE>   32

                               7.   Sprinkler Heads
                               8.   Quick Coupler Valves
                               9.    Main lines
                               10.   Computer Wires

                         (b) The Manager shall provide all mainline repairs and
                    materials. All material used in repair or replacement shall
                    be as materials used in the original installation or a Town
                    approved equal or upgrade.

                         (c) The Manager shall develop and maintain a program
                    for controlling the weed and fungus control in the golf
                    course lakes.

                    ii. The Manager shall be responsible for maintenance of the
               portable water system on the course.

                         (a) All portable water lines from the street meter(s)
                    to the Clubhouse, maintenance building, and to the restrooms
                    shall be the Manager's responsibility. This includes
                    backflow devices and their yearly checks.

               b. All portable water lines serving water fountains, quick
          couplers faucets, etc. on the course itself shall be the
          responsibility of the Manager.

               c. All indoor plumbing in the course restrooms and in the
          maintenance building shall be the maintenance responsibility of the
          Manager.

               d. The Manager is responsible for keeping all water coolers and
          drinking cups located on the course filled and replenished at all
          times.

     H. NON-HORTICULTURE MAINTENANCE RELATED TO PLAY ON THE COURSE:

          1. The Manager shall be responsible for the maintenance of all tee
     markers, cups, flags, ball washers, trap rakes, yardage signs, and benches
     on the course.

          2. The ballwashers located around the course shall be serviced daily.

          3. The crew shall pick up litter throughout the course on a daily
     basis.

     I. RESTROOM STANDARDS:

          1. During play season and dependent on weather, restrooms shall be
     maintained a minimum of once per day and more often when heavy use occurs.

                                       B-5
<PAGE>   33

          2. The Manager shall be responsible for the removal of graffiti as
     soon as possible after it is discovered.

     J. FENCE AND CART PATHS: Repair and replace all broken or damaged fencing.

     K. CLUBHOUSE/PRO SHOP STANDARD:

          1. The Pro Shop staff shall be responsible for the maintenance and
     cleaning of the Clubhouse/Pro Shop Area.

               a.   Vacuum all carpets daily.
               b.   Clean all ashtrays daily.
               c.   Empty wastebaskets and clean daily.
               d.   Sweep all building entrances daily.
               e.   Clean window glass in the doors inside and outside weekly or
                    more often as needed.
               f.   Clean all windows in the Pro Shop and office inside and
                    outside once every three months or more often as needed.
               g.   Replace lamps in light fixtures as soon as possible after
                    discovery.

          2. All cleaning supplies, equipment maintenance items, and paper goods
     shall be supplied by the Manager.

          3. The Pro Shop shall not be closed for  maintenance  and/or  cleaning
     during normal business hours.

     L. MAINTENANCE OF IMPROVEMENTS,  EQUIPMENT, ETC. NOT RELATED TO PLAY ON THE
GOLF COURSE:

          1.  The  crew  shall  be  responsible   for  the  cleanliness  of  the
     maintenance yard area and the superintendent's office on a daily basis.

          2. The crew shall be  responsible  for the daily litter  pickup on all
     paved and non-paved surfaces of the course.

          3. The crew shall maintain clean edges on all roadways,  parking lots,
     and cart paths by monthly edging or spraying of the plant growth.

     M. GENERAL PROVISIONS:

          1. All  maintenance  and  operational  standards  are  subject  in all
     respects to weather and other conditions  beyond the reasonable  control of
     the Manager.

                                      B-6
<PAGE>   34

          2. At the  request  of the Town,  but in any event no less  frequently
     than once per year, the Manager, the advisory committee and representatives
     of the Town shall meet to review and discuss mutually  agreeable  revisions
     to Parts I and II of this EXHIBIT B.

                                      B-7