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Stock Purchase Agreement - Meditrust Corp. and Golf Acquisitions LLC

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                   STOCK PURCHASE AGREEMENT

                dated as of February 10, 1999

                        by  and  among

                   Meditrust Corporation,
                  a  Delaware corporation,

                           and

                 Meditrust Operating Company,
                    a Delaware corporation


                          and

                 Golf Acquisitions, L.L.C.,
           a Delaware limited liability company



<PAGE>




TABLE OF CONTENTS
                 
ARTICLE I           PURCHASE OF SHARES;CLOSING
Section 1.1         Purchased Shares
Section 1.2         Deposit; Liquidated Damages
Section 1.3         Purchase Price
Section 1.4         Closing
Section 1.5         Transactions at Closing
Section 1.6         Allocation of Purchase Price
Section 1.7         Time of the Essence
ARTICLE II          REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Section 2.1         Organization of the Sellers and the Acquired Companies; Authority
Section 2.2         Capitalization; Subsidiaries
Section 2.3         No Conflict
Section 2.4         Financial Statements; Undisclosed Liabilities; Financial Condition
Section 2.5         Absence of Certain Changes
Section 2.6         Consents and Approvals
Section 2.7         Litigation
Section 2.8         Taxes
Section 2.9         Employee Benefit Plans
Section 2.10        Assets; Properties
Section 2.11        Labor and Employment Matters
Section 2.12        Contracts and Commitments
Section 2.13        Intellectual Property
Section 2.14        Environmental Matters
Section 2.15        Compliance with Laws; Permits
Section 2.16        Insurance
Section 2.17        Brokers
Section 2.18        Disclaimer; Knowledge; Disclosure; Material Adverse Effect
ARTICLE III         REPRESENTATIONS AND WARRANTIES OF THE BUYER
Section 3.1         Organization of the Buyer; Authority
Section 3.2         No Conflict
Section 3.3         Consents and Approvals
Section 3.4         Litigation
Section 3.5         Financing
Section 3.6         Brokers
Section 3.7         Investment Intent
Section 3.8         Buyer's Knowledge
ARTICLE IV          CERTAIN COVENANTS AND AGREEMENTS OF THE BUYER
                    AND SELLER
Section 4.1         Conduct of Business Prior to Closing
Section 4.2         Investigation
Section 4.3         Access to Information
Section 4.4         Confidentiality
Section 4.5         Regulatory and Other Authorizations; Consents
Section 4.6         Further Action
Section 4.7         Press Releases
Section 4.8         No Solicitation
Section 4.9         Tax Cooperation; Structuring Matters
Section 4.10        Repair of Damage; Condemnation
Section 4.11        Liquor Licenses
Section 4.12        Environmental Assessments
Section 4.13        Property Holdback Rights
Section 4.14        Observation Rights; Certain Communications
ARTICLE V           EMPLOYEE MATTERS
Section 5.1         Employees
Section 5.2         Employee Benefits
Section 5.3         Other Employee Benefits
Section 5.4         Indemnity
Section 5.5         No Third Party Beneficiaries
ARTICLE VI          TAX MATTERS
Section 6.1         Conveyance Taxes; Costs
Section 6.2         Treatment of Indemnity Payments
Section 6.3         Employee Withholding
ARTICLE VII         CONDITIONS TO CLOSING
Section 7.1         Conditions to the Obligations of Each Party
Section 7.2         Conditions to Obligations of the Sellers
Section 7.3         Conditions to Obligations of the Buyer
ARTICLE VIII        INDEMNIFICATION
Section 8.1         Survival
Section 8.2         Indemnification by the Sellers
Section 8.3         Indemnification by the Buyer
ARTICLE IX          TERMINATION, AMENDMENT AND WAIVER
Section 9.1         Termination
Section 9.2         Effect of Termination
Section 9.3         Waiver
ARTICLE X           GENERAL PROVISIONS
Section 10.1        Notices
Section 10.2        Certain Definitions
Section 10.3        Interpretation
Section 10.4        Counterparts
Section 10.5        Entire Agreement; No Third Party Beneficiaries; Severability
Section 10.6        Amendment
Section 10.7        Governing Law
Section 10.8        Assignment
Section 10.9        Expenses
                    EXHIBITS LIST

Exhibit A           Companies and Acquired Shares
Exhibit B           Subsidiaries Owned by the Companies
Exhibit C           Form of Escrow Agreement
Exhibit D           Form of Transferor's Certificate of Non-Foreign Status

                    SCHEDULES LIST

Schedule 1.6(a)     Purchase Price Allocation
Schedule 1.6(b)     Fair Market Value of MGG and MGG II Assets
Schedule 2.2(a)     Company Capitalization
Schedule 2.2(b)     Company Subsidiaries
Schedule 2.3        Conflicts of Sellers
Schedule 2.4        October Financial Statements
Schedule 2.5        Absence of Certain Changes
Schedule 2.6(a)     Governmental Consents
Schedule 2.6(b)     Third-Party Consents
Schedule 2.7        Litigation
Schedule 2.8        Taxes
Schedule 2.9        Employee Benefit Matters
Schedule 2.10(a)    Owned Properties
Schedule 2.10(b)    Leased Properties
Schedule 2.10(c)    Property Restrictions
Schedule 2.10(d)    Property Taxes
Schedule 2.11(a)    Employment Matters
Schedule 2.11(b)    Labor Matters
Schedule 2.12(a)    Certain Contracts
Schedule 2.12(b)    Certain Contract Exceptions
Schedule 2.13       Intellectual Property
Schedule 2.14       Environmental Matter
Schedule 2.15       Compliance with Laws; Permits
Schedule 2.16       Insurance
Schedule 2.18(b)    Qualifying Materials
Schedule 3.2        Conflicts of Buyer
Schedule 3.3(a)     Government Consents
Schedule 3.3(b)     Third- Party Consents
Schedule 4.1(a)(I)  Conduct of Business
Schedule 4.1(c)     Exceptions to Restrictions on Conduct of Business
Schedule 4.7        Form of Press Release
Schedule 4.12       Environmental Assessments
Schedule 4.13       Property Holdback Rights
Schedule 6.4        Allocation for Cobblestone Assets
Schedule 7.3(b)     Required Consents


DEFINED TERMS
Agreement
REITCO
OPCO
Sellers
Buyers
MGG
Cobblestone
MGG II
Companies
Subsidiaries
Acquired Companies
Acquired Shares
Transfer
Escrow Agent
Deposit
Escrow Fund
Escrow Agreement
Liquidated Damages
Code
Qualifying Income
IRS
Purchase Price
Closing Balance Sheet
GAAP
Closing Adjustment
Review Period
Disputed Items
Arbitrating Accountant
Closing
Closing Date
Allocation Schedule
October Balance Sheet
October Financial Statements
Severance Arrangements
Retention Bonuses
Governmental Authority
HSR Act
IRS
Taxes
Tax Return
Benefit Plans
ERISA
ERISA Affiliate
Owned Properties
Land
Improvements
Leasehold
Lease
Leased Properties
Leased Improvements
Properties
Property Restrictions
Existing Debt
Intellectual Property Rights
Environmental Reports
Environmental Laws
Environmental Condition
Environmental Liabilities and Costs
Law
Governmental Order
Confidential Memorandum
Review  Room
Qualifying Materials
Sellers' Knowledge
Material Adverse Effect
Buyer's Knowledge
Club
Representatives
Confidentiality Agreement
Notification Form
Acquisition Proposal
Proposal
Superior Proposal
Phase II Investigations
Holdback Designation Date
Holdback Property
Holdback Letter
Allocated Value
Holdback Property Closing Date
Sellers' Designees
Acquired Companies Employees
WARN
Required Consents
Buyer Indemnified Party
Organizational Reps
Tax Reps
Benefit Plan Reps
Broker's Fee Reps
Indemnified Disputes
Excluded Claims
Indemnification Cut-Off Date
Threshold Amount
Maximum Amount
Seller Indemnified Party
Significant Environmental Liabilities
Baseline Condition
Affiliate
Business Day
Encumbrance
Losses
Person
Subsidiary
Significant Subsidiary


<PAGE>

                            STOCK PURCHASE AGREEMENT



THIS  STOCK  PURCHASE AGREEMENT  (this  "Agreement")  is  dated as of this 10th
day  of  February,  1999,  by  and  among  MEDITRUST  CORPORATION,  a   Delaware
corporation  ("REITCO"),  MEDITRUST  OPERATING  COMPANY,  a Delaware corporation
("OPCO"  and,  together  with  REITCO,  the  "Sellers" and, each individually, a
"Seller")  and  GOLF  ACQUISITIONS, L.L.C., a Delaware limited liability company
(the  "Buyer").

WHEREAS,  as  set  forth  on Exhibit A hereto, REITCO owns all of the issued and
outstanding  capital stock of Meditrust Golf Group, Inc., a Delaware corporation
("MGG");

WHEREAS,  as  set  forth  on  Exhibit  A hereto, OPCO owns all of the issued and
outstanding  capital  stock  of The Cobblestone Golf Companies, Inc., a Delaware
corporation  ("Cobblestone");

WHEREAS,  as  set  forth on Exhibit A hereto, REITCO owns, or will own as of the
Closing Date (as hereinafter defined), all of the issued and outstanding capital
stock  of  Meditrust  Golf Group II, Inc., a Delaware corporation ("MGG II" and,
together  with  MGG  and  Cobblestone, the "Companies"; and each individually, a
"Company");

WHEREAS,  the  Companies  directly or indirectly own all (except as disclosed on
Schedule  2.2(b)  hereto)  of  the issued and outstanding capital stock of those
entities  set  forth  on Exhibit B hereto (collectively, the "Subsidiaries" and,
each  individually,  a  "Subsidiary"  and,  together  with  the  Companies,  the
"Acquired  Companies"  and,  each  individually,  an  "Acquired  Company");

WHEREAS,  the  Acquired  Companies  are  engaged  in the ownership, leasing, and
operation  of  golf  course  properties;  and

WHEREAS, the Sellers desire to sell and the Buyer desires to purchase all of the
issued  and  outstanding capital stock (the "Acquired Shares") of the Companies.

NOW  THEREFORE,  in  consideration of the mutual agreements and covenants herein
contained,  and  for  other  good  and  valuable  consideration, the receipt and
adequacy  of which are hereby acknowledged, the parties, intending to be legally
bound,  hereby  agree  as  follows:

                                    ARTICLE I
                           PURCHASE OF SHARES; CLOSING

Section 1.1     Purchased Shares.  Subject to the terms and conditions set forth
in  this  Agreement,  at the Closing (as hereinafter defined), each Seller shall
sell,  assign,  transfer, convey and deliver (the "Transfer") to the Buyer, from
each such Seller, and the Buyer shall buy and receive from each such Seller all,
and  not  less  than  all,  of such Seller's right, title and interest as of the
Closing  Date,  in  and to the Acquired Shares as set forth on Exhibit A hereto.

Section  1.2  Deposit;  Liquidated  Damages.

(a)          No later than the first Business Day (as hereinafter defined) after
the  date  this  Agreement  is executed and delivered by all parties hereto, the
Buyer  shall  deliver  to  Stewart  Title Guaranty Company, as escrow agent (the
"Escrow  Agent"),  the  sum  of Fifteen Million-Four Hundred-Forty Thousand U.S.
Dollars (US$15,440,000) (the "Deposit").  The Deposit shall be held in escrow by
the  Escrow  Agent in an interest-bearing account (the "Escrow Fund") subject to
the Escrow Agreement substantially in the form of Exhibit C attached hereto (the
"Escrow  Agreement"),  and,  subject to the terms and conditions set forth below
with  respect to the termination of this Agreement, shall be delivered, together
with interest earned thereon, to the Sellers at Closing (as hereinafter defined)
as  a  credit  against  the  Purchase  Price  (as  hereinafter  defined):

(i)        In the event of the termination of this Agreement pursuant to Section
9.1(a),  9.1(d), 9.1(e) or 9.1(f), following expiration of the five (5) business
day  time  period  provided  for  in Section 3(b) of the Escrow Agreement, Buyer
shall  receive  (in  addition  to  those  rights (if any) that it may have under
Section  9.2(b)  hereof  in  connection  with  a termination pursuant to Section
9.1(f)  only),  as  its  sole  and  exclusive  remedy  (subject  to this Section
1.2(a)(i)  with  respect  to  any  impediment  by the Sellers to delivery of the
Escrow  Fund  to  the  Buyer),  the Deposit, together with all interest (if any)
actually  earned thereon, and each party shall be relieved and released from any
further liability and obligation hereunder subject to any continuing obligations
pursuant  to  Section 4.4.  In the event Buyer is entitled to receive the return
of  the  Deposit  pursuant to this Section 1.2(a)(i), if the Sellers directly or
indirectly impede the prompt payment by the Escrow Agent from the Escrow Fund as
described  in  Section  1.2(a)  above, the Sellers shall be obligated to pay all
costs  and  expenses  (including legal fees and expenses) in connection with any
action,  including  the  filing  of  any lawsuit or other legal action, taken to
collect  such payment, together with interest on the amount of any unpaid amount
from  the  date such amount was required to be paid at an interest rate equal to
the  prime  rate  published  by  The  Wall Street Journal from time to time; and

(ii)       In the event of the termination of this Agreement pursuant to Section
9.1(b) or Section 9.1(c), following expiration of the five (5) business day time
period set forth in Section 3(a) of the Escrow Agreement, the Buyer's sole right
to  receive payment from the Escrow Fund shall be as set forth in Section 1.2(c)
hereof  and the Sellers shall be entitled to payments from the Escrow Fund when,
as  and  if  permitted  by  Section  1.2(b) hereof.  Such entitlement to receive
payments from the Escrow Fund shall represent Sellers' sole and exclusive remedy
in  connection  with  such  termination (subject to this Section 1.2(a)(ii) with
respect  to  any  Buyer  impediment to payments from the Escrow Fund)  and shall
constitute  liquidated  damages (the "Liquidated Damages"), and each party shall
be  relieved  and  released  from any further liability and obligation hereunder
subject  to any continuing obligations pursuant to Section 4.4.  Sellers and the
Buyer  agree  that  actual  damages  accruing  from  such  a termination of this
Agreement  are  incapable of precise estimation and would be difficult to prove,
that the rights stipulated in this Section 1.2 bear a reasonable relationship to
the  potential  injury  likely to be sustained in the event of such a breach and
that  the  stipulated  rights  are  intended  by  the  parties  to  provide just
compensation  in  the  event  of  such  a  breach and are not intended to compel
performance or to constitute a penalty for nonperformance.  In the event Sellers
are entitled to receive the Deposit (or the Escrow Fund, as applicable) pursuant
to  this Agreement or the Escrow Agreement, as applicable, if the Buyer directly
or  indirectly  impedes  the  prompt payment by the Escrow Agent from the Escrow
Fund  as  described in Section 1.2(b) below, the Buyer shall be obligated to pay
all  costs  and  expenses (including legal fees and expenses) in connection with
any  action, including the filing of any lawsuit or other legal action, taken to
collect  such payment, together with interest on the amount of any unpaid amount
from  the  date such amount was required to be paid at an interest rate equal to
the  prime  rate  published  by  The Wall Street Journal from time to time.  The
parties hereby acknowledge that the agreements contained in this Section 1.2 are
an  integral  part  of  the  transactions  contemplated  by  this  Agreement.

(b)        In the event of a termination described in Section 1.2(a)(ii) hereof,
following  the  expiration of the five (5) business day time period set forth in
Section  3(a) of the Escrow Agreement (if applicable), the Buyer and the Sellers
agree  that the Escrow Agent may not make payments from the Escrow Fund to Buyer
or  the Sellers except as provided in Section 1.2(c), with respect to the Buyer,
and  this  Section  1.2(b), with respect to the Sellers.  The Escrow Fund or any
portion  thereof  shall  not  be released to the Sellers unless the Escrow Agent
receives  any  one  or  combination of the following: (x) a letter from REITCO's
certified  public  accountants indicating the maximum amount that can be paid by
the  Escrow  Agent  to  the  Sellers  without causing REITCO to fail to meet the
requirements of Sections 856(c)(2) and (3) of the Internal Revenue Code of 1986,
as  amended  (the  "Code")  determined  as if the payment of such amount did not
constitute  income described in Sections 856(c)(2)(A)-(H) or 856(c)(3)(A)-(I) of
the  Code  ("Qualifying  Income"),  as  determined  by REITCO's certified public
accountant,  or  a  subsequent  letter  from  REITCO's accountants revising such
amount, in which case the Escrow Agent will release to the Sellers the amount(s)
so specified in said accountants' letters, or (y) a letter from REITCO's counsel
indicating  that REITCO received a ruling from the Internal Revenue Service (the
"IRS")  holding  that  the receipt by REITCO of the amounts from the Escrow Fund
would either constitute Qualifying Income or would be excluded from gross income
within  the  meaning of Section 856(c)(2) and (3) of the Code (or alternatively,
REITCO's legal counsel has rendered a legal opinion to REITCO to the effect that
the  receipt  by  the  Sellers  of the amounts from the Escrow Fund would either
constitute  Qualifying  Income or would be excluded from gross income within the
meaning  of  Sections  856(c)(2)  and (3) of the Code), in which case the Escrow
Agent  will release to the Sellers the amount of the Escrow Fund so specified in
said  accountants'  letters.   The Buyer agrees to amend this Section 1.2 at the
request  of  REITCO as may reasonably be necessary (and without additional cost,
burden  or  liability to the Buyer, in excess of de minimis amounts) in order to
(i)  maximize  the  portion  of  the  Escrow Fund that may be distributed to the
Sellers  hereunder  without  causing  REITCO to fail to meet the requirements of
Sections  856(c)(2)  and  (3)  of  the  Code,  (ii)  improve REITCO's chances of
securing  a  favorable  ruling described in this Section 1.2(b), or (iii) assist
REITCO  in  obtaining a favorable legal opinion from its counsel as described in
this  Section  1.2(b); provided that REITCO's legal counsel has rendered a legal
opinion  to  REITCO  to the effect that such amendment would not cause REITCO to
fail  to  meet  the  requirements  of  Section  856(c)(2)  or  (3)  of the Code.

(c)          Any portion of the foregoing Escrow Fund remaining on the fifteenth
anniversary  of  the  date  of  its establishment will be released by the Escrow
Agent  to  the  Buyer.

Section  1.3 Purchase  Price;  Closing  Adjustment.

(a)      Subject to the terms and conditions set forth in this Agreement, at the
Closing,  the  Buyer  shall  pay,  or  cause  to be paid, to REITCO and OPCO, in
accordance  with  the  terms  of  this  Agreement, the aggregate amount of Three
Hundred  Ninety-One  Million  Two  Hundred  Seventy-Eight  Thousand U.S. Dollars
(US$391,278,000),  subject  to  Section  4.13, minus the sum as reflected on the
Closing  Balance Sheet of (i) long-term debt, less current portion, (ii) capital
lease  obligations,  less  current  portion,  and  (iii) deferred purchase price
liabilities,  less current portion (the resulting amount shall be referred to as
the  "Purchase  Price").    At  the Closing, the Buyer shall pay, or cause to be
paid,  the  Purchase Price (A) by the Escrow Agent delivering to the Sellers the
Deposit,  together  with  interest  earned  thereon, and (B) by wire transfer of
immediately  available funds to a bank account or accounts jointly designated by
the  Sellers  in  an  amount  equal  to the Purchase Price, less the Deposit and
interest  earned  thereon  delivered  by  the  Escrow  Agent  to  the  Sellers.

(b)          Within  forty-five  (45) days after the Closing Date, Sellers shall
prepare  and  Pricewaterhouse Coopers LLP shall deliver to the Buyer an audited
combined  consolidated balance sheet of the Acquired Companies as of the Closing
Date  (the  "Closing  Balance  Sheet"),  prepared  in  accordance with generally
accepted  accounting  principles in the United States, as in effect from time to
time,  applied  on a consistent basis ("GAAP"), which sets forth the book values
of  the  assets  and the liabilities of the Acquired Companies as of the Closing
Date,  and  a  calculation of the Closing Adjustment to the Purchase Price.  The
"Closing  Adjustment" shall be a positive or negative number equal to (A)(i) the
sum  of the book values determined in accordance with GAAP of: (a) cash and cash
equivalents  less $5,278,000 (which may be a negative number), plus (b) accounts
receivable (excluding receivables over 90 days old), inventory, prepaid expenses
and  other  current assets, current portion of notes receivable (net), and notes
receivable (net) (representing the long-term portion of notes receivable related
to  membership  sales)  as included in the Closing Balance Sheet, minus (ii) the
sum  of  the  balances  determined in accordance with GAAP of: accounts payable,
accrued  payroll  and  related  expenses,  other  current  liabilities, deferred
revenue  (excluding  deferred  revenue  related  to membership initiation fees),
income taxes payable, accrued property taxes, accrued sales tax, current portion
of  deferred  purchase price, current portion of long term debt, current portion
of  capital  lease  obligations,  minority  interest,  accrued  rent  and  any
inter-company debt, as included in the Closing Balance Sheet; provided, however,
that  in  no  event  shall  amounts  (if any) which may be or may become due and
payable under the Retention Bonuses (as defined in Section 2.5(d) hereof) or the
Severance  Arrangements  (as  defined  in  Section  2.5(d)  hereof) be included,
through  accrual  or  otherwise,  in  the calculation of the Closing Adjustment.
Notwithstanding  the actual date of the Closing, in the event the Closing occurs
after March 31, 1999, the Closing Adjustment shall be calculated as of March 31,
1999.

(c)       The Buyer and their independent public accountants, KPMG Peat Marwick,
LLP,  shall  be  entitled  to  make an independent review of the Closing Balance
Sheet  and  related  calculation of the Closing Adjustment and shall, during the
fifteen  (15) day period after delivery of the Closing Balance Sheet and related
calculation  of the Closing Adjustment (the "Review Period"), have access to all
relevant  work  papers of Pricewaterhouse Coopers LLP used to audit the Closing
Balance  Sheet  and  the  Closing  Adjustment.

(d)       Before expiration of the Review Period, the Buyer shall deliver to the
Sellers  its  objection,  if  any,  in writing to the calculation of the Closing
Adjustment,  together  with details of the disputed items (the "Disputed Items")
set  forth  in  the  Closing  Balance Sheet and the proposed adjustments to such
items.    If  the Buyer fails to provide notice of objection prior to the end of
the  Review  Period,  then  the Closing Balance Sheet and the calculation of the
Closing Adjustment by Pricewaterhouse Coopers LLP shall be final and  binding on
all  the  parties.  If the Buyer so notifies the Sellers prior to the end of the
Review  Period  of  the  Buyer's  disapproval  of the calculation of the Closing
Adjustment  or  the  Closing  Balance  Sheet audited by  Pricewaterhouse Coopers
LLP, then the Buyer and  the  Sellers  shall attempt  to  reach  agreement  with
respect  to  the  Disputed  Items.    In  the  event  that  the  Buyer  and  the
Sellers  are  unable  to reach agreement  on  the  Disputed  Items,  then either
shall  be  entitled to refer the matter  to  a  nationally recognized accounting
firm, independent  of the  Sellers  and  the  Buyer, mutually agreed upon by the
Buyer  and  the Sellers,  provided,  that if  the  Buyer  and  the  Sellers  are
unable  to  agree upon such accounting firm within  a  period  of  fifteen  (15)
days from the receipt by the Sellers of the Buyer's  objection,  such accounting
firm shall be chosen at random by the Buyer and the Sellers from among  the "Big
Five"  accounting firms  which  are  independent of  the  Buyer  and the Sellers
(the  "Arbitrating Accountant").   The  Arbitrating Accountant  shall  determine
the   Disputed   Items   and  calculate  the  Closing Adjustment  within  twenty
(20)  days  after  the  Disputed   Items  are  submitted  to  them,   and   such
determination  shall  be final and binding upon all the parties.  The  fees  and
expenses of the Arbitrating Accountants shall be paid 50% by the Buyer  and  50%
by  the  Sellers.

(e)     The amount of the Closing Adjustment as finally determined shall be paid
in  cash, within five (5) business days after final determination of the Closing
Adjustment.    If  the  Closing  Adjustment is a positive number, then the Buyer
shall  promptly  pay  to  the  Sellers by wire transfer of immediately available
funds  to  a  bank  account  or  accounts jointly  designated by the Sellers the
dollar  amount  of  the  Closing  Adjustment.    If  the Closing Adjustment is a
negative  number,  then  the  Sellers  shall  promptly  pay to the Buyer by wire
transfer of immediately available funds to a bank account or accounts designated
by  the  Buyer  the  amount  of  such  deficit.

Section  1.4          Closing.   The closing of the Transfer and delivery of all
documents  and instruments necessary to consummate the transactions contemplated
by  this  Agreement  (the  "Closing")  shall  be held at the offices of Goodwin,
Procter  & Hoar LLP, 599 Lexington Avenue, New York, New York, on March 31, 1999
(with  a  complete  pre-closing  on  or  about March 24, 1999 or, if the Closing
occurs  after March 31, 1999, such pre-closing shall occur approximately one (1)
week  prior  to  such extended Closing Date) or at such other time or such other
place  as  the Buyer and the Sellers may agree, but in no event later than March
31,  1999 except as expressly permitted pursuant to this Agreement.  The Sellers
shall  have  the  right to postpone the Closing for an additional period of time
not  exceeding (i) forty-five (45) days by giving written notice to the Buyer if
the  Sellers'  failure  to  close  is  not  as  a result of a breach of Sellers'
covenants  or  other  agreements contained in this Agreement or (ii) ninety (90)
days  by  giving written notice to the Buyer in order to permit the satisfaction
of the conditions precedent to the obligations of the Buyer set forth in Section
7.1  or  Section  7.3  hereof.    The date on which the Closing is actually held
hereunder  is  sometimes  referred to herein as the "Closing Date."  The Closing
will  be deemed to be effective for purposes of this Agreement as of the opening
of  business on the Closing Date.  The Sellers agree (i) to provide notice of an
extension of the Closing Date beyond March 31, 1999 on or before March 16, 1999,
and  (ii)  in  the  event the Closing Date is extended, to provide notice of the
proposed  Closing Date at least fifteen (15) days prior to such proposed Closing
Date.

Section  1.5  Transactions  at  Closing.

(a)     At the Closing, the Sellers will deliver or cause to be delivered to the
Buyer  the  following:

(i)          stock  certificates,  evidencing all, and not less than all, of the
Acquired  Shares,  in  each  case duly endorsed in blank or accompanied by stock
powers  duly  executed in blank, and with all required stock transfer tax stamps
affixed,  or  if  such  stock certificates are not then available, affidavits of
loss  and  indemnity agreements in lieu thereof in form and substance reasonably
acceptable  to  the  Buyer;

(ii)          all  minute books and stock transfer books of each of the Acquired
Companies;

(iii)       one or more receipts acknowledging receipt of the aggregate Purchase
Price;

(iv)       a legal opinion addressed to the Buyer, in form reasonably acceptable
to  the  Buyer,  that  each  of  the Sellers is a corporation duly incorporated,
validly  existing  and  in good standing under the laws of the State of Delaware
and  has  all  the  requisite  corporate  power and authority to enter into this
Agreement,  to  carry  out  its  obligations  hereunder  and  to  consummate the
transactions  contemplated  hereby;

(v)          REITCO  shall contribute the Note dated as of August 7, 1998 in the
principal amount of $6,215,720, together with an assignment, in recordable form,
the  related Leasehold Deed of Trust dated as of August 7, 1998 to either MGG or
MGG  II  (or  their  designee);  and

(vi)       each of the certificates and other documents required to be delivered
at  the  Closing  pursuant  to  Section  7.3  hereof.

(b)       At the Closing, the Buyer will deliver or cause to be delivered to the
Sellers  the  following:

(i)        the Purchase Price, by wire transfer in cash of immediately available
funds  pursuant  to,  and  in  the  manner set forth in, Section 1.3 hereof; and

(ii)       each of the certificates and other documents required to be delivered
at  the  Closing  pursuant  to  Section  7.2  hereof.

Section  1.6  Allocation  of  Purchase  Price;  Other  Matters.

(a)       The allocation of the Purchase Price to the Acquired Shares of each of
MGG,  Cobblestone and MGG II shall be in accordance with Schedule 1.6(a) hereto,
which  schedule has been prepared by Sellers and approved by Buyer in connection
herewith.    Any adjustments to the Purchase Price after the Closing pursuant to
Section 1.3 hereof (or otherwise) shall be equitably apportioned to the Purchase
Price of the Acquired Shares of each of MGG, Cobblestone and MGG II as set forth
in  Schedule  1.6(a)  hereto.    Such  allocation (and any subsequent adjustment
thereto)  shall  be  binding  upon Buyer and Sellers for all purposes (including
accounting,  financial,  regulatory  reporting  and  tax  purposes except to the
extent  that  the  Sellers'  and Buyer's independent public accountants mutually
agree  that  such  allocation  would  be inappropriate for accounting, financial
and/or  regulatory  reporting  purposes).  Buyer and Sellers agree to file their
respective  tax  returns  in  accordance  with  such  allocation.

(b)        Buyer and REITCO agree that, the sale of the capital stock of MGG and
MGG II shall be structured such that immediately prior to the Closing of Buyer's
purchase  of  MGG's  and MGG II's capital stock, each of MGG and MGG II shall be
deemed,  for federal income tax purposes, to have been incorporated in a taxable
transaction  resulting  in (i) the recognition of gain or loss to REITCO on such
deemed  incorporation  under  Section 1001 of the Code and (ii) the tax basis of
the  assets  of  MGG and MGG II being determined under Section 1012 of the Code.
Buyer  and  REITCO  further agree that the fair market value of the stock deemed
issued  by  MGG  and  MGG  II to REITCO in the deemed incorporation transactions
shall  be  equal  to the portion of the Purchase Price allocated to the Acquired
Shares  of  such entity in Schedule 1.6(a); REITCO will prepare an allocation of
the  purchase  price  among  the assets deemed acquired by MGG and MGG II in the
deemed  incorporation  transactions  within  60  days  after  the  Closing  (the
"Allocation Schedule"), based upon the rules in Section 1060 of the Code and the
fair  market  values  of  the MGG and MGG II assets set forth in Schedule 1.6(b)
hereto,  which  schedule  has  been prepared by Sellers and approved by Buyer in
connection herewith; and REITCO shall file, and Buyer shall cause MGG and MGG II
to  file, all relevant tax returns (including Form 8594) in accordance with such
Allocation  Schedule.

Section  I.7      Time of the Essence.  The parties hereto acknowledge and agree
that,  subject  only to the express adjournment rights contained herein, time is
of  the essence in consummating the purchase and sale of the Acquired Shares and
the  delivery  of  the  Purchase  Price.

                                 ARTICLE  II
               REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLERS

Except  as  disclosed  in the schedules attached hereto, the Sellers jointly and
severally  represent  and  warrant  to  the  Buyer  as  follows:

Section  2.1          Organization  of  the Sellers and the Acquired Companies;
Authority.

(a)     Each of the Sellers is a corporation duly incorporated, validly existing
and  in  good  standing  under the laws of the State of Delaware and has all the
requisite  corporate  power and authority to enter into this Agreement, to carry
out  its  obligations  hereunder and to consummate the transactions contemplated
hereby.    Each  Acquired  Company  is  a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of organization
and has all the requisite corporate power and authority to carry on its business
as  now  being conducted and to own, operate and lease the properties and assets
owned,  operated  and leased by it.  Each of the Acquired Companies is qualified
to  do business and is in good standing in each jurisdiction in which the nature
of its business requires it to be so qualified, except to the extent the failure
to  so  qualify  would  not,  either  individually  or  in the aggregate, have a
Material  Adverse  Effect  (as  hereinafter  defined).

(b)         The execution and delivery of this Agreement, the performance by the
Sellers  of their obligations hereunder and the consummation of the transactions
contemplated  hereby have been duly authorized by all requisite corporate action
on the part of the Sellers.  This Agreement has been duly executed and delivered
by  the  Sellers  and  assuming the due authorization, execution and delivery of
this  Agreement  by  the  Buyer,  this  Agreement constitutes a legal, valid and
binding obligation of the Sellers, enforceable against the Sellers in accordance
with  its  terms,  except  as  such enforceability may be limited by bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws affecting creditors'
rights  generally  or  by  general  equitable  principles.

Section  2.2  Capitalization;  Subsidiaries.

(a)          The authorized, issued and outstanding capital stock of each of the
Companies  is  set  forth on Schedule 2.2(a).  All of the issued and outstanding
shares  of  capital  stock of each of the Companies are duly authorized, validly
issued, fully paid and nonassessable.  None of the issued and outstanding shares
of  capital  stock  of  the Companies were issued in violation of any preemptive
rights.  Except as set forth on Schedule 2.2(a) hereto, there are no outstanding
options,  warrants  or other rights of any kind to acquire any additional shares
of  capital  stock  of  any  of  the Companies or securities convertible into or
exchangeable  for,  or which otherwise confer on the holder thereof any right to
acquire,  any  such additional shares, nor are any of the Companies committed to
issue  any  such  option,  warrant,  right  or security.  Except as set forth on
Schedule  2.2(a)  hereto,  there  are no outstanding oral or written contractual
obligations  of  the Companies to repurchase, redeem or otherwise acquire any of
the  Acquired  Shares, or to provide funds to, or to make any investment (in the
form  of  a  loan,  capital  contribution or otherwise) in, any other Person (as
hereinafter  defined) in each case except in connection with the making of loans
and  the  entering  into of leases in the ordinary course of business consistent
with  past  practice.    Except as set forth on Schedule 2.2(a), (i) the Sellers
own,  or will own as of the Closing Date, the Acquired Shares, free and clear of
any  and  all  liens,  claims,  security  interests  or  options, except for (A)
Encumbrances  (as  hereinafter  defined)  arising out of, under or in connection
with  this  Agreement, and (B) Encumbrances that will be released at or prior to
the Closing, and the Sellers have full legal right, power and authority to sell,
transfer  and convey the Acquired Shares to the Buyer in the manner contemplated
by  this Agreement, except for restrictions on transfer under applicable federal
and  state securities laws, and (ii) except as set forth on Schedule 2.2(b), the
Companies  do not have, directly or indirectly, any equity interest in any other
corporation,  joint  venture,  partnership,  limited  liability company or other
entity.    Upon  consummation of the transactions contemplated by this Agreement
and  registration  of  the Acquired Shares in the name of the Buyer in the stock
records  of  each  respective  Company, the Buyer will own all of the issued and
outstanding  capital  stock of the Companies free and clear of all Encumbrances,
other  than  any Encumbrances resulting from any facts or circumstances relating
solely  to  the Buyer (including, without limitation, its sources of financing).

(b)      Schedule 2.2(b) sets forth a true and complete list of all Subsidiaries
(as  hereinafter defined) and their name, jurisdiction and date of incorporation
or formation, their authorized capital stock, partnership capital or equivalent,
the  number  and  type  of their issued and outstanding shares of capital stock,
partnership  interests  or similar ownership interests and the current ownership
of  such  shares, partnership interests or similar ownership interests.  None of
the  issued  and  outstanding  shares  of capital stock of the Subsidiaries were
issued in violation of any preemptive rights.  All of the issued and outstanding
shares of capital stock of each of the Subsidiaries are duly authorized, validly
issued,  fully  paid  and nonassessable.  Except as set forth on Schedule 2.2(b)
hereto,  there  are no outstanding options, warrants or other rights of any kind
to  acquire any additional shares of capital stock of any of the Subsidiaries or
securities  convertible  into  or exchangeable for, or which otherwise confer on
the holder thereof any right to acquire, any such additional shares, nor are any
of  the  Subsidiaries  committed  to  issue  any  such option, warrant, right or
security.  Except  as  set  forth  on  Schedule  2.2(b)  hereto,  there  are  no
outstanding  oral  or  written  contractual  obligations  of the Subsidiaries to
repurchase,  redeem  or  otherwise  acquire  any shares of common stock or other
ownership  interest  in the Subsidiaries, or to provide funds to, or to make any
investment  (in  the  form of a loan, capital contribution or otherwise) in, any
other  Person in each case except in connection with the making of loans and the
entering  into of leases in the ordinary course of business consistent with past
practice.    Except  as set forth on Schedule 2.2(b), the Acquired Companies own
all  of  the outstanding capital stock of their respective Subsidiaries free and
clear  of  any  and all liens, claims, security interests or options, except for
(i) Encumbrances arising out of, under or in connection with this Agreement, and
(ii)  Encumbrances  that  will  be  released  at  or  prior  to  the  Closing.

(c)          Since  May  29,  1998, all material corporate actions taken by each
Subsidiary have been duly authorized and the Subsidiary has not taken any action
that  in  any  material  respect  conflicts with, constitutes a default under or
results  in  a  violation of any provision of its charter or by-laws (or similar
organizational  documents).  True and complete copies of the charter and by-laws
(or  similar  organizational  documents),  in each case as in effect on the date
hereof, of each Subsidiary have been made available by the Sellers to the Buyer.

Section 2.3     No Conflict.  Except as provided in Schedule 2.3, and except as
may  result  from  any  facts  or  circumstances  relating  solely  to the Buyer
(including, without limitation, its sources of financing), and assuming that all
consents,  approvals,  authorizations and other actions set forth in Section 2.6
have  been  obtained  and  all  filings and notifications set forth on  Schedule
2.6(a)  have  been  made,  neither  the  Sellers  nor the Acquired Companies are
subject  to  or  bound:

(a)       (i) by any provision of any law, statute, rule, regulation or judicial
or  administrative  decision  (with  respect  to  the  Sellers  and the Acquired
Companies,  but  not with respect to their respective assets or properties), and
(ii) to Sellers' knowledge (as hereinafter defined) by any provision of any law,
statue, rule, regulation or judicial or administrative decision (with respect to
the  assets  and  properties  of  the  Sellers  and  the  Acquired  Companies),

(b)         by any provisions of the articles or certificate of incorporation or
by-laws  (or  similar organizational, constitutive or governing document) of the
Sellers'  or  any  Acquired  Company,

(c)      to Sellers' Knowledge (as hereinafter defined), by any provision of any
mortgage,  deed  of trust, lease, note, bond, indenture, license, permit, trust,
contract,  agreement,  sublease,  franchise  or  other instrument or arrangement
described on Schedule 2.12(a) to which the Sellers or the Acquired Companies are
a  party as it relates to the business of the Acquired Companies or by which any
of  the  Acquired Shares or any shares of the Subsidiaries or any of such assets
or  properties  is  bound  or  affected,

(d)          by any provision of any mortgage, deed of trust, lease, note, bond,
indenture,  license,  permit, trust, contract, agreement, sublease, franchise or
other  instrument  or  arrangement  which  is  not  required  to be disclosed on
Schedule  2.12(a)  to which the Sellers or the Acquired Companies are a party as
it  relates  to  the  business  of the Acquired Companies or by which any of the
Acquired  Shares  or  any  shares  of  the Subsidiaries or any of such assets or
properties  is  bound  or  affected,

(e)          by  any  provisions  of  any shareholders' agreement or partnership
agreement,  or

(f)       by any provision of any judgment, order, writ, injunction or decree of
any  court,  governmental  body,  administrative  agency  or  arbitrator,

that  would  prevent,  violate  or conflict with or under which there would be a
default as a result of the execution, delivery or performance of this Agreement,
nor,  is  the  consent  of  any  person or entity under any material contract or
agreement,  which  material  contract  or  agreement  is  not  identified in any
Schedule  attached  to  this Agreement, or under federal or state law, which has
not  been  obtained  prior to the Closing, required for the execution, delivery,
and  performance  by  the  Sellers  of  this  Agreement  and  the  transactions
contemplated  thereby, except for violations, defaults, conflicts or failures to
obtain consents or to make filings or provide notices which would not have (i) a
Material  Adverse Effect or (ii) a material adverse effect on the ability of the
Sellers  to  perform  their  obligations  under  this  Agreement.

Section  2.4          Financial  Statements; Undisclosed Liabilities; Financial
Condition.

(a)     Attached hereto as Schedule 2.4 is the audited (i) Combined Consolidated
Balance  Sheet  (the  "October  Balance  Sheet"),  (ii)  Combined  Consolidated
Statement  of Operations, (iii) Combined Consolidated Statement of The Meditrust
Companies'  Investment,  and (iv) Combined Consolidated Statement of Cash Flows,
together  with  Notes  to  Combined  Consolidated  Financial  Statements for the
Companies together with their subsidiaries as of October 31, 1998 (collectively,
the  "October  Financial  Statements")  which  (i)  includes  all  adjustments,
consisting  of  normal recurring adjustments necessary for the fair presentation
of  financial  position  (none  of  which  are material) in accordance with GAAP
consistently  applied,  except as noted on Schedule 2.4 hereto, and (ii) present
fairly,  in  all  material  respects,  the financial position and the results of
operations  of  the  Acquired  Companies,  on a combined consolidated basis with
their  subsidiaries  as  of October 31, 1998 and for the periods covered by such
statements.

(b)     Sellers have made available to Buyer copies of each management letter or
other  letter  delivered  to  any of the Acquired Companies by their independent
auditors  since  May  29,  1998  in  connection  with  their  audited  financial
statements  or  relating  to  any  review  by  such  independent auditors of the
internal  controls of the Acquired Companies during the period ended October 31,
1998  or  thereafter,  and  has made, or will make, available for inspection all
material  reports  and working papers produced or developed by their independent
auditors  (subject  to the Buyer's execution and delivery of customary indemnity
agreements  for  the  benefit  of  such  independent  auditors) or management in
connection  with  their  examination  of  such  financial  statements.

(c)          Since  May 29, 1998, each of the Acquired Companies have maintained
records  relating  to their businesses that accurately and validly reflect their
respective  transactions  in  all  material  respects,  and  accounting controls
sufficient  to insure that such transactions are (i) executed in accordance with
management's  general  or specific authorization and (ii) recorded in conformity
with  GAAP  (subject  to  customary  end  of  period  adjustments).

(d)      As of the date hereof, none of the Acquired Companies have liabilities,
except  for (i) liabilities stated or adequately reserved against on the October
Balance  Sheet,  (ii) liabilities which arose in the ordinary course of business
after  October  31,  1998 consistent with past practice that in the aggregate do
not exceed $250,000 (excluding any liabilities which are included in the Closing
Adjustment),  (iii)  liabilities  which will not have a Material Adverse Effect,
(iv) liabilities set forth on Schedules 2.4 or 2.7 and (v) liabilities under the
Acquired  Companies' (A) existing contracts and agreements disclosed pursuant to
Section  2.12(a)  hereof or (B) not required to be disclosed pursuant to Section
2.12(a)  hereof.    For  purposes  of  this  paragraph, "liabilities" means, all
liabilities  of the Acquired Companies of any nature, whether accrued, absolute,
contingent or otherwise, asserted or unasserted, (including, without limitation,
liabilities  as guarantor or otherwise with respect to obligations of others, or
liabilities  for  taxes  due  or  then accrued or to become due or contingent or
potential  liabilities  relating  to activities of the Acquired Companies or the
conduct  of their business prior to the date hereof regardless of whether claims
in  respect  thereof  had  been  asserted  as  of  such  date).

Section  2.5       Absence of Certain Changes.  Except as set forth on Schedule
2.5, from October 31, 1998 to the date of this Agreement, the Acquired Companies
have  operated  only  in  the  ordinary  course of business consistent with past
practice  and  there  has  not  been  any  of  the  following:

(a)      change in, or effect on, the Acquired Companies resulting in a Material
Adverse  Effect;

(b)         change in any Acquired Company's authorized or issued capital stock;
grant  of  any  option, right to purchase or similar right regarding the capital
stock  of any Acquired Company; grant of any registration rights by any Acquired
Company;  purchase, redemption, retirement, or other acquisition by any Acquired
Company  of any such capital stock; or declaration or payment of any dividend or
other  distribution  or  payment in respect of the capital stock of any Acquired
Company, except that cash balances of the Subsidiaries are concentrated daily in
the  Companies'  accounts,  no  material  cash  balances  are held by any of the
Acquired  Companies  and  no  intercompany payable or receivable is shown on the
October  Balance  Sheet  in  connection  therewith;

(c)       amendment to the certificate or articles of incorporation or bylaws of
any  Acquired  Company,  or  any  action  with  respect  to  the  certificate of
incorporation  or  bylaws  of  any  Acquired  Company;

(d)       payment of any bonuses, or increase in salaries or other compensation,
by  any Acquired Company to any of its directors, officers, or employees, except
for annual bonus awards and increases in salaries consistent with past practice;
or  entry  into  any employment, severance, retention plans, stay bonus plans or
similar agreement or understanding with any director, officer or employee except
for  (i)  any  severance agreement or understanding under and in accordance with
those  severance  agreements,  plans,  policies  and  understandings ("Severance
Arrangements") set forth on Schedule 2.5 (true and correct copies of the form of
all  such  written  agreements  (except  for  exhibits thereto setting forth the
Retention  Bonuses  referred  to  in  subclause (ii) of this Section 2.5(d)) are
attached  hereto  as  Schedule  2.5)  and (ii) retention incentive payments (the
"Retention  Bonuses")  which  will  be  paid  by  the Sellers at or prior to the
Closing  (which  Retention  Bonuses  may  be reflected in the written agreements
evidencing  the  Severance  Arrangements;  provided,  that, notwithstanding this
inclusion  in  the agreements evidencing the Severance Arrangements, the Sellers
shall  be  liable  for  all  such  Retention  Bonuses);

(e)      adoption of, or increase in the schedule of payments or benefits under,
any  Benefit Plan (as hereinafter defined), for or with any officer, director or
employee  of  the  Acquired  Companies  (except for any officer, director or key
employee  newly  employed or promoted since such date, which officers, directors
or  key  employees  so newly employed or promoted are identified on Schedule 2.5
(excluding  officers, directors or employees who are not compensated directly by
the  Acquired  Companies));

(f)     damage to or destruction or loss of any asset or property of an Acquired
Company,  whether  or not covered by insurance, which has had a Material Adverse
Effect;

(g)     sale, purchase, lease, license or other transfer of any share of capital
stock  of  any  Acquired  Company  or  mortgage,  pledge,  or  imposition of any
Encumbrance  on  any  of  the  shares  of capital stock of any Acquired Company;

(h)        incurrence of indebtedness or guarantee of debt or other liability of
any  third  party  by  any  Acquired  Company;

(i)          material change in the accounting methods or principles used by the
Sellers (with respect to the assets, liabilities, financial condition or results
of  operations  of  any Acquired Company) or any Acquired Company except for (A)
write-downs  or  write-offs  in  the value of assets as required or permitted by
GAAP  and  as  set forth on Schedule 2.5, or (B) such adjustments as required by
GAAP  as  a  result  of  the  transactions  contemplated  by  this  Agreement;

(j)     purchases, leases, sales or dispositions of any asset or property with a
purchase  price in excess of $75,000 individually and $250,000 in the aggregate,
purchases  or  leases  of  any  capital asset for an amount of more than $75,000
individually  and  $250,000  in the aggregate except in each case as provided in
the  Acquired  Companies'  capital  budget attached as Schedule 2.5 and Schedule
4.1(c)  or  the  voluntary  grant  of  mortgages, pledges or liens of any of its
properties or assets, except for any such mortgage, pledge or lien which, by its
terms,  will  be  terminated  or  otherwise  be  extinguished at or prior to the
Closing;

(k)        any capital expenditures or commitment for any capital expenditure in
excess  of  $75,000  individually  or  $250,000  in  the  aggregate,  except  in
compliance  with  the  capital  budgets  attached  as  Schedule 2.5 and Schedule
4.1(c);  or

(l)       entering into an agreement, whether oral or written, by the applicable
party  bound  by  clauses  (a) through (k), as the case may be, to do any of the
actions  described  in  clauses  (a)  through  (k).

Section  2.6  Consents  and  Approvals.

(a)          Except as set forth on Schedule 2.6(a), the execution, delivery and
performance  of  this Agreement by the Sellers will not, as of the Closing Date,
require  any consent, approval, authorization or other action by, or filing with
or  notification  to,  any  federal,  state,  local,  or any foreign government,
governmental,  regulatory  or  administrative authority, agency or commission or
any  court,  tribunal,  or  judicial  or  arbitral  body,  excluding  those
municipalities  or  other governmental entities that are parties to those ground
leases  disclosed  in Schedule 2.12(a), in their capacity as lessors thereunder,
and  the  City  of  Escondido, in its capacity as a lender and/or creditor under
those  agreements  disclosed  in  Schedule 2.12(a) (a "Governmental Authority"),
except  (i)  the  notification  requirements  of the Hart-Scott-Rodino Antitrust
Improvements  Act of 1976, as amended (the "HSR Act"), if applicable, (ii) where
failure  to  obtain  such consent, approval, authorization or action, or to make
such  filing  or notification, would not (A) have a Material Adverse Effect, (B)
delay  or  prevent  the  consummation  of  the transactions contemplated by this
Agreement,  or  (C) have a material adverse effect on the ability of the Sellers
to perform their obligations under this Agreement, and (iii) as may be necessary
as  a  result  of  any  facts  or  circumstances  relating  solely  to the Buyer
(including,  without  limitation,  its  sources  of  financing).

(b)          Except as set forth on Schedule 2.6(b), the execution, delivery and
performance  of  this Agreement by the Sellers will not, as of the Closing Date,
require  any  third-party consents, approvals, authorizations or actions, except
where  failure  to  obtain  such  consents, approvals, authorizations or actions
would  not  (i)  have  a  Material  Adverse  Effect,  (ii)  delay or prevent the
consummation of the transactions contemplated by this Agreement, or (iii) have a
material  adverse  effect  on  the  ability  of  the  Sellers  to  perform their
obligations  under  this  Agreement.

Section  2.7      Litigation.  Except as set forth in Schedule 2.7, there is no
action,  suit  or  proceeding,  claim,  arbitration  or investigation against an
Acquired  Company  pending  or, to the Sellers' Knowledge, threatened, which, if
adversely  determined, (a) would have a Material Adverse Effect, (b) would delay
or  prevent the consummation of the transactions contemplated by this Agreement,
or  (c)  would  have  a material adverse effect on the ability of the Sellers to
perform  their  obligations  under  this  Agreement.

Section  2.8  Taxes.

(a)          Except as set forth on Schedule 2.8 or as would not have a Material
Adverse  Effect:

(i)     The Acquired Companies have paid or caused to be paid and will as of the
Closing  Date  pay  or cause to be paid all Taxes (as defined in Section 2.8(b))
required  to  be  so  paid  prior to the date of this Agreement and prior to the
Closing  Date  and  have  made provision, in accordance with GAAP, for all Taxes
owed  or  accrued  through  the  date  of  this  Agreement.

(ii)       The Acquired Companies have timely filed or been included in, or will
timely  file  or be included in, all material Tax Returns (as defined in Section
2.8(b))  required  to  be  filed  by  them  or  in which they are required to be
included  with  respect  to Taxes for any period ending on or before the date of
this  Agreement  and  on  or  before  the  Closing Date, taking into account any
extension of time to file granted to or obtained on behalf of the Sellers or the
Acquired Companies.  All such filed Tax Returns are complete and accurate in all
material  respects.

(iii)          Neither  the  Internal  Revenue Service (the "IRS") nor any other
Governmental  Authority is asserting as of the date of this Agreement by written
notice  to  Sellers  or  the  Acquired  Companies or, to the Sellers' Knowledge,
threatening  as  of  the date of this Agreement to assert against the Sellers or
the  Acquired  Companies,  any  deficiency  or  claim for any material amount of
additional  Taxes.

(iv)          No federal, state, local or foreign audits or other administrative
proceedings  or  court  proceedings are pending as of the date of this Agreement
with  regard  to  any Taxes or Tax Returns of any of the Sellers or the Acquired
Companies  and  none of Sellers or the Acquired Companies has received a written
notice prior to the date of this Agreement of any actual or threatened audits or
proceedings  or  is  otherwise  aware  of  any  such  audits  or  proceedings.

(v)         There are no agreements, waivers or arrangements currently in effect
which  extend the statutory period of limitation applicable to any claim for, or
the  period  for the collection or assessment of, Taxes due from or with respect
to the Acquired Companies for any taxable period, and no powers of attorney have
been  granted by or with respect to the Acquired Companies with respect to Taxes
which  are currently in force.  No closing agreement pursuant to Section 7121 of
the  Code  (or any predecessor provision) or any similar provision of any state,
local,  or  foreign law has been entered into by or with respect to the Acquired
Companies  which  is  currently  in  force  or  effect.

(vi)       As of the Closing Date, MGG, MGG II and their respective Subsidiaries
will  be  "Qualified  REIT Subsidiaries" within the meaning of Section 856(i) of
the  Code.

(b)         "Taxes" shall mean any and all taxes, charges, fees, levies or other
assessments, including, without limitation, income, gross receipts, excise, real
or  personal  property,  sales,  withholding,  social  security,  retirement,
unemployment,  occupation, service, use, license, net worth, payroll, franchise,
transfer and recording bites, fees and charges, imposed by the IRS or any taxing
authority (whether domestic or foreign including, without limitation, any state,
county,  local or foreign government or any subdivision or taxing agency thereof
(including  a  United  States  possession)),  whether  computed  on  a separate,
consolidated,  unitary, combined or other basis; and such term shall include any
interest  whether  paid  or  received,  fines,  penalties  or additional amounts
attributable  to,  or imposed upon, or with respect to, any such taxes, charges,
fees,  levies  or  other  assessments.

"Tax  Return"  shall  mean  any  report,  return, document, declaration or other
information  or  filing  required  to  be  supplied  to  any taxing authority or
jurisdiction  (foreign  or  domestic)  with respect to Taxes, including, without
limitation,  information  returns, any document, with respect to or accompanying
payments of estimated taxes, or with respect to or accompanying requests for the
extension  of  time  in  which  to  file  any  such,  report,  return, document,
declaration  or  other  information.

Section  2.9        Employee Benefit Plans.  All of the employee benefit plans,
programs  and  arrangements  maintained for the benefit of any current or former
employee,  officer  or  director  or  any  dependents  or  beneficiaries of such
individuals of any of the Acquired Companies (the "Benefit Plans") are listed on
Schedule  2.9.   With respect to such Benefit Plans, except for such matters as,
individually or in the aggregate, would not have a Material Adverse Effect or as
set  forth in Schedule 2.9, (a) each Benefit Plan and any related trust intended
to be qualified under Sections 401(a), 501(a) or 501(c) of the Code has received
a  favorable  determination  letter  from  the  IRS  that it is so qualified and
nothing  has  occurred  since  the  date of such letter that could reasonably be
expected  to  adversely  affect  the  qualified  status  of such Benefit Plan or
related  trust, (b) each Benefit Plan has been operated in all material respects
in  accordance  with  the  terms  and  requirements  of applicable law including
requirements  under  ERISA  and  the  Code  (including  COBRA requirements under
Section  4980B of the Code), (c) none of the Acquired Companies has incurred any
direct or indirect liability under, arising out of or by operation of Title I or
Title  IV of the Employee Retirement and Income Security Act of 1974, as amended
("ERISA"),  in  connection  with  any  Benefit  Plan or other retirement plan or
arrangement,  and  to  Sellers'  Knowledge  no  fact  or event exists that could
reasonably be expected to give rise to any such liability, (d) all contributions
due  and  payable  on  or  before  the date of this Agreement in respect of each
Benefit  Plan  have  been made in full and in proper form and as of the Closing,
neither the Acquired Companies nor Buyer shall have or assume any liability that
is  unfunded  or unaccrued related to any Benefit Plan, (e) none of the Acquired
Companies  have  ever  sponsored  or  been  obligated  to  contribute  to  any
"multiemployer  plan" (as defined in Section 3(37) of ERISA), "multiple employer
plan"  (as  defined  in  Section  413 of the Code) or "defined benefit plan" (as
defined  in  Section  3(35) of ERISA) and/or Section 412 of the Code, or "excess
benefit  plan"  or  "top-hat  plan"  as described under ERISA Sections 3(36) and
201(2),  (f)  except  as  set  forth  on  Schedule  2.9 and, except as otherwise
required  under  ERISA,  the  Code  and  applicable  state laws, no Benefit Plan
currently  or  previously  maintained  by  the  Acquired  Companies provides any
post-retirement  health  or  life  insurance  benefits, and none of the Acquired
Companies  maintains  any  obligations to provide post-retirement health or life
insurance  benefits  in the future, (g) all reporting and disclosure obligations
imposed  under  ERISA  and  the  Code  have  been satisfied with respect to each
Benefit Plan, (h) each Benefit Plan maintained for the benefit of any current or
former  employee, officer or director of any of the Acquired Companies is listed
on  Schedule  2.9 and true and complete copies of the current plan documents for
each  such Benefit Plan have been provided to Buyer, and (i) except as set forth
on Schedule 2.9, no benefit or amount payable or which may become payable by the
Acquired  Companies pursuant to any Benefit Plan, agreement or contract with any
employee,  shall constitute an "excess parachute payment," within the meaning of
Section  280G  of  the Code, which is or may be subject to the imposition of any
excise  tax  under  Section  4999  of  the Code or which could not reasonably be
expected  to  be  deductible  by  reason  of  Section  280G of the Code.  "ERISA
Affiliate"  means  any  corporation,  trade  or business the employees of which,
together  with  the  employees  of  the  Acquired  Companies, are required to be
treated  as  employed by a single employer under the provisions of ERISA or Code
Section  414.  Neither the Acquired Companies nor Buyer shall have any liability
on  or after the Closing with respect to any employee benefit plan, arrangement,
program or policy maintained or sponsored by any ERISA Affiliate, except for the
Benefit  Plans  listed  on  Schedule  2.9.

Section   2.10       Assets; Properties.  Except as disclosed herein or as would
individually or in the aggregate not have a Material Adverse Effect, the Sellers
represent  as  follows:

(a)          Marketable  Title.   To the Sellers' Knowledge, except for Property
Restrictions  (as  defined in Section 2.10(c) hereof) and except as disclosed on
Schedule  2.10(a),  the  Acquired  Companies  own good and marketable fee simple
title  to  all  of the Owned Properties, free and clear of any liens or security
interests.    For purposes of this Agreement "Owned Properties" shall mean:  (i)
the  real  property  set forth on Schedule 2.10(a) hereto or purchased since the
date  of this Agreement (collectively, the "Land"); (ii) all existing buildings,
structures  and  other improvements, located upon the Land owned by the Acquired
Companies,  including  without  limitation  all clubhouse buildings, maintenance
facilities,  golf  courses,  driving  ranges,  practice  areas,  landscaping
improvements,  man-made  lakes,  irrigation systems (including sprinklers, pipe,
and  fittings),  lakeliners,  pumps, flood control works, paving, walkways, road
improvements,  parking  facilities  and  all other improvements of whatever kind
owned  by  the  Acquired Companies which have previously been made, installed or
erected  and are now located on the Land (collectively, the "Improvements"); and
(iii)  all appurtenances, hereditaments, easements, reversionary rights, and all
other rights, privileges, and entitlements belonging to or running with the Land
owned  by  the  Acquired  Companies.

(b)       Improvements in Operable Condition.  To the Sellers' Knowledge, except
for  Property  Restrictions and except as set forth on Schedule 2.10(b), (i) the
Acquired  Company  identified  therein  holds  a  good  and marketable leasehold
interest (each, a "Leasehold") in the Leased Property pursuant to a valid ground
lease  (each, a "Lease"), each of the Leases at present and immediately prior to
the Closing shall be in full force and effect, the Acquired Company which is the
lessee  thereunder is not, nor will it be at Closing, in default under any Lease
in  respect  of  any  monetary  obligation or otherwise in any material respect,
subject  however  to  obtaining the consents identified on Schedule 2.6(b) as it
relates  to the Leases, and each of the Leases represents the complete agreement
between  such  Acquired  Company and the lessor thereunder and all material (ii)
(A)  Improvements  and (B) Leased Improvements are in operable condition and the
Sellers  have  the  right to possess, occupy and operate same, free and clear of
any  liens  or  security  interests.  "Leased Improvements" include all existing
buildings, structures and other improvements located upon each of the parcels of
real  property  comprising a golf facility leased by the Acquired Companies (the
"Leased Properties") as set forth on Schedule 2.10(b) hereto or leased since the
date  of  this  Agreement,  which  buildings,  structures and other improvements
include without limitation all clubhouse buildings, maintenance facilities, golf
courses,  driving  ranges,  practice  areas,  landscaping improvements, man-made
lakes,  irrigation  systems  (including  sprinklers,  pipes  and  fittings),
lakeliners,  pumps,  flood  control  works, paving, walkways, road improvements,
parking  facilities,  and  all  other improvements of whatever kind owned by the
Acquired Companies which have previously been made, installed or erected and are
now  located on such Leased Properties (collectively, the "Leased Improvements,"
and together with the Leaseholds, the Improvements, the Owned Properties and the
Leased  Properties,  the  "Properties").

(c)       Property Restrictions.  To the Sellers' Knowledge, except as set forth
below  and  as  set  forth  on  Schedule  2.10(c) hereto, the Properties are not
subject  to  any  easements, rights of way, covenants, conditions, restrictions,
reservations,  leases  or  other  rights  of  occupancy,  laws,  ordinances  and
regulations  affecting  building use or occupancy or reservations of an interest
in,  or exception to or defect in title (collectively, "Property Restrictions"),
except  for  (i)  Property  Restrictions  imposed  or  promulgated by law or any
Governmental  Authority  with  respect  to  real  property,  including  zoning
regulations  that  do  not and as a consequence of the transactions contemplated
herein  will  not  adversely  affect the current use of the property, materially
detract  from  the  value of or materially interfere with the present use of the
property,  (ii)  Encumbrances  and  Property  Restrictions disclosed on existing
title  policies,  commitments (and the documents listed as exceptions, therein),
reports  certificates  of title, title opinions or current surveys (in each case
limited  to  only those title policies, commitments (and the documents listed as
exceptions  therein),  reports and surveys that were delivered or made available
to  the  Buyer for review prior to the date of this Agreement, but excluding any
monetary  liens,  vendors'  liens,  mechanic's and materialmen's liens, judgment
liens  and  other third party monetary liens except as set forth on, or securing
the  debt  listed  on,  Schedule 2.12(a)(ii)), (iii) any other item currently of
record  in the applicable land or comparable real property records that does not
materially  detract  from  the value of or materially interfere with the present
use  of the applicable Property, but excluding matters currently of record which
are monetary liens, vendors' liens, mechanic's and materialmen's liens, judgment
liens  and  other  third-party  monetary  liens  except as set forth on Schedule
2.12(a)(ii) but only if and to the extent identified in writing by the Buyer and
received by the Sellers prior to 6:00 p.m. (local Boston, Massachusetts time) on
Wednesday,  February  17,  1999,  and  (iv)  all  obligations under the existing
contracts  and  agreements  entered into by the Acquired Companies and listed on
Schedule  2.12(a)  or  not  required to be disclosed on such schedule, including
those  mechanics',  carriers',  suppliers',  workmen's  or repairmen's liens and
other  Encumbrances, Property Restrictions and other limitations of any kind, if
any, which, individually or in the aggregate, are not material in amount, do not
and as a consequence of the transactions contemplated herein will not materially
detract from the value of or materially interfere with the present use of any of
the  Properties subject thereto or affected thereby, do not and as a consequence
of  the  transactions  contemplated  herein will not otherwise materially impair
business  operations  conducted  by  the  Acquired Companies and which have been
incurred  only  in  the  ordinary  course  of  business.

(d)       Taxes.  Except as set forth on Schedule 2.10(d) and for any proceeding
or  appeal  which,  if  determined adversely to the respective Acquired Company,
individually  or  in  the  aggregate,  would not have a Material Adverse Effect,
there  are no outstanding abatement proceedings or appeals to which the Acquired
Companies  are  a  party with respect to the assessment of any of the Properties
for  the  purpose  of  real property taxes, and there are no agreements with any
Governmental  Authority to which the Acquired Companies are a party with respect
to  such  assessments  or  tax  rates  on  any  of  the  Properties.

Section  2.11          Labor  and  Employment  Matters.

(a)     Except as set forth on Schedule 2.11(a) and as would not have a Material
Adverse Effect, the Acquired Companies are, as of the date hereof, in compliance
in  all  material respects with all federal, state and municipal laws respecting
employment  and  employment  practices,  terms and conditions of employment, and
wages  and hours, including but not limited to ERISA, the Code, Title VII of the
Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the
Age  Discrimination  in  Employment  Act of 1967, as amended, the Americans with
Disabilities  Act and the related rules and regulations adopted by those federal
agencies  responsible  for  the  administration  of  such laws, and there are no
arrearages  in the payment of wages, social security tax or any other employment
related  levy  or  tax.

(b)     Except as set forth on Schedule 2.11(b) and as would not have a Material
Adverse  Effect, none of the Acquired Companies is a party to or otherwise bound
by  any  collective  bargaining  agreement,  contract  or  other  agreement  or
understanding  with a labor union or labor organization.  Except as set forth on
Schedule 2.11(b) and as would not have a Material Adverse Effect, as of the date
of  this  Agreement,  none  of  the Acquired Companies is subject to any charge,
demand,  petition  or  representation  proceeding  seeking to compel, require or
demand  it  to bargain with any labor union or labor organization nor, as of the
date  of  this  Agreement,  is  there  pending  or,  to  the Sellers' Knowledge,
threatened,  any  material  labor  strike,  dispute,  walkout,  work  stoppage,
slow-down  or  lockout  involving  the  Acquired  Companies.

Section  2.12  Contracts  and  Commitments.

(a)     Schedule 2.12(a) lists each of the following contracts or agreements (if
any)  of  each  of  the  Acquired  Companies:

(i)          management contracts with respect to the Properties, and management
contracts  with  respect  to golf course properties or facilities owned by third
parties;

(ii)     all material documents evidencing or creating indebtedness for borrowed
money  of the Acquired Companies with a remaining principal balance in excess of
$75,000  individually  or $250,000 in the aggregate or secured by the Properties
and  outstanding  on  the  date  of  this Agreement which will not be retired or
repaid  on  or  prior  to  the  Closing  Date  ("Existing  Debt");

(iii)          partnership  agreements and joint venture agreements to which any
Acquired  Company  is a party (and having as another party any person who is not
an  Acquired  Company)  which  requires  a  payment,  or  delivery  of assets or
services;

(iv)       all Leases of Leased Properties and other real property leased by the
Companies;

(v)     except as set forth on Schedule 2.5, employment, severance or consulting
agreements  with  any  director,  officer  or  Acquired  Companies  Employee (as
hereinafter  defined) requiring an annual payment of cash compensation in excess
of  $100,000  individually;

(vi)      agreements granting to any third party a first-refusal, first-offer or
other  right to purchase or acquire any of the Properties or any of the Acquired
Shares;

(vii)          agreements  materially limiting or restricting the ability of any
Acquired  Company  to  enter  into  or  engage in any geographic area or line of
business;  and

(viii)          agreements  that will not be terminated on or before the Closing
between  (1)  any  Acquired  Company  and  any  Seller  or  its  Affiliates  (as
hereinafter  defined),  or  (2)  any  Seller  or  its Affiliates (except for any
Acquired  Company) and a third party that commit any one or more of the Acquired
Companies  to  pay,  in  the  aggregate,  more  than  $150,000.

(b)          True  and complete copies of the contracts and agreements disclosed
pursuant  to  Section  2.12(a)  hereof  have  been  made available to the Buyer.
Except  as disclosed on Schedule 2.12(b) or as would not have a Material Adverse
Effect  (i)  each  contract  and agreement disclosed pursuant to Section 2.12(a)
hereof  is  valid  and binding on the Acquired Company party thereto and, to the
Sellers'  Knowledge, on the other party or other parties thereto, and is in full
force and effect in accordance with its respective terms, (ii) upon consummation
of  the  transactions  contemplated  by  this  Agreement, each such contract and
agreement  shall  continue  in  full  force  and  effect  in accordance with its
respective  terms  without  penalty,  acceleration  of  payment or other adverse
consequence,  (iii)  none  of the Acquired Companies is in breach of, or default
under,  any  such  contract  or agreement, and no event exists that, but for the
giving of notice or passage of time, would result in such a breach or default by
the Acquired Company party thereto, and (iv) to the Sellers' Knowledge, no other
party  to  any  such  contract  or  agreement  is  in  breach thereof or default
thereunder, and no event exists that, but for the giving of notice or passage or
time,  would  result  in  such  a  breach or default by the other party thereto.
Certain  other  contracts  and  agreements  concerning  the  Properties  and the
Acquired  Companies  have  been  provided  to  the  Buyer in the Review Room (as
hereinafter  defined).

Section   2.13     Intellectual Property.  Except as set forth on Schedule 2.13,
to  Sellers' Knowledge, the Sellers own or have the right to use all trademarks,
trade  names,  service  marks,  trade secrets, copyrights and other intellectual
property  rights (collectively, the "Intellectual Property Rights"), as are used
or  necessary in connection with the business of the Acquired Companies taken as
a  whole,  except  where  the  failure  to  own  or  have  the right to use such
Intellectual  Property  Rights would not have a Material Adverse Effect.  Except
as  disclosed  on  Schedule 2.13 or as would not have, either individually or in
the  aggregate, a Material Adverse Effect, to the Sellers' Knowledge, the rights
of  any  Acquired  Company  in  or  to  the  Intellectual Property Rights do not
conflict  with  or  infringe  on the rights of any other Person, and none of the
Sellers,  nor  the  Acquired  Companies has received any claim or written notice
from  any  Person,  to  such  effect.

Section  II.14      Environmental Matters.  Except as disclosed on Schedule 2.14
and  except  for any matter which would not result in a Material Adverse Effect,
to  Sellers'  Knowledge,  (a)  the  Acquired  Companies are in compliance in all
material  respects  with  all  applicable  Environmental  Laws  (as  hereinafter
defined),  (b)  there  are  no  material Environmental Liabilities and Costs (as
hereinafter  defined)  of  the  Acquired  Companies,  (c)  there are no material
Environmental  Conditions  (as  hereinafter  defined)  on  or  related  to  the
Properties,  (d)  none of the Acquired Companies has received any written notice
prior  to the date of this Agreement from any governmental agency or other third
party  alleging  any violation of, or noncompliance with, any Environmental Law,
or  requiring  the  removal,  clean-up,  or  remediation  of  any  Environmental
Condition,  whether  or  not  on  any of the Properties relating to the Acquired
Companies,  which  such  matter  has  not  been  resolved as of the date of this
Agreement, and (e) the Acquired Companies have not received written notice prior
to  the  date  of  this  Agreement  that  they are subject to any enforcement or
investigatory  action  by  any  governmental  agency  regarding an Environmental
Condition  with respect to any Property, which such matter has not been resolved
as  of  the  date  of  this  Agreement.    As  used herein, the terms "toxic" or
"hazardous"  wastes,  substances or materials shall include, without limitation,
all those so designated in and in any way regulated by any current Environmental
Laws.  The Acquired Companies have previously made available to the Buyer copies
of all of the following written materials in their possession or control: copies
of  any environmental audits, site assessments, documentation regarding off-site
disposal  of  hazardous materials, and material correspondence with any federal,
state  or  local  government,  administrative  agency,  or  other  Governmental
Authority,  regarding  the  foregoing  (the  "Environmental  Reports").

For  purposes  of  this  Agreement,  the  following  definitions  shall  apply:

"Environmental  Laws"  means all applicable federal, state and local statutes or
laws,  judgments,  orders,  regulations, licenses, permits, rules and ordinances
relating  to  pollution  or  protection  of  health,  safety or the environment,
including, but not limited to the Federal Water Pollution Control Act (33 U.S.C.
1251  et  seq.),  Resources  Conservation  and Recovery Act (42 U.S.C.  6901 et.
seq.),  Safe  Drinking Water Act (42 U.S.C.  3000(f) et. seq.), Toxic Substances
Control Act (15 U.S.C.  2601 et seq.), Clean Air Act (42 U.S.C.  7401 et. seq.),
Comprehensive  Environmental Response, Compensation and Liability Act (42 U.S.C.
9601  et  seq.),  and  other  similar  state  and  local  statutes.

"Environmental  Condition"  means  the  introduction into the environment of any
contaminant, pollutant, hazardous or toxic waste, substance or material (whether
or  not  upon  the  Owned  Properties  or the Leased Properties) at levels or in
amounts  in  excess  of  applicable  legal  or  regulatory  permits,  limits  or
standards,  as  a  result  of which the Acquired Companies, with respect to this
Section  2.14,  (1)  have  or  may  become  liable to any Person or Governmental
Authority,  (2)  are  in violation of any Environmental Law, or (3) by reason of
which  any  of  the  properties  or other assets of the Acquired Companies, with
respect  to  this  Section  2.14,  may  suffer  or  be  subject  to  any  lien.

"Environmental  Liabilities  and  Costs"  means  all  liabilities,  obligations,
responsibilities, obligations to conduct cleanup, losses, damages, deficiencies,
punitive  damages,  costs  and  expenses  (including,  without  limitation,  all
reasonable  fees,  disbursements  and expenses of counsel, expert and consulting
fees  and  costs  of  any  necessary  investigations and feasibility studies and
responding  to  government  requests  for  information  or  documents),  fines,
penalties,  monetary  sanctions, known or unknown, absolute or contingent, past,
present  or  future,  resulting  from  any  claim  or  demand,  by any Person or
Governmental  Authority,  whether  based  in  contract, tort, implied or express
warranty,  strict  liability,  joint  and  several  liability, criminal or civil
statute,  under any Environmental Law, or arising from Environmental Conditions,
as  a  result  of  past  or  present  ownership,  leasing  or  operation  of any
properties,  owned, leased or operated by the Acquired Companies with respect to
Section  2.14.

Section  2.15           Compliance  with  Laws; Permits.  Except as set forth on
Schedule  2.15,  (i)  none of the Acquired Companies (excluding for such purpose
all  of  their respective properties or assets) are in violation of any federal,
state, local or foreign judgement, order, decree, statute, law, ordinance, rule,
regulation,  code  and any judicial or administrative interpretation thereof, or
any  other  government  or  rule  of  law  ("Law")  or order of any Governmental
Authority  ("Governmental  Order")  applicable  to any of the Acquired Companies
except  such  violations as would not have a Material Adverse Effect and (ii) to
the  Sellers'  Knowledge,  none  of  the  Acquired Companies (including for such
purpose  only  all of their respective properties or assets) are in violation of
any  Law  or  Governmental  Order  applicable  to any such properties or assets,
except  such  violations  as  would  not  have  a  Material Adverse Effect.  The
Acquired  Companies have obtained all licenses, permits and other authorizations
and  have  taken  all  actions  required  by  applicable  law  or  governmental
regulations  in connection with their business as now or as previously conducted
where the failure to obtain any such license, permit or authorization or to take
any such action, individually or in the aggregate, would have a Material Adverse
Effect.

Section  2.16           Insurance.   Schedule 2.16 sets forth a true and correct
summary  of  the insurance policies held by, or for the benefit of, the Acquired
Companies  including the underwriter of such policies and the amount of coverage
thereunder.    To  the Sellers' Knowledge, such insurance policies are valid and
currently in effect.  The Sellers or the Acquired Companies have paid, or caused
to  be  paid,  all  premiums due under such policies and are not in default with
respect to any monetary obligations under such policies in any material respect.

Section  2.17       Brokers.  No broker, investment banker, financial advisor or
other  Person,  other  than  Goldman Sachs & Co., the fees and expenses of which
will  be  paid  by the Sellers, is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the transactions
contemplated  by  this  Agreement.

Section  2.18        Disclaimer; Knowledge; Disclosure; Material Adverse Effect.

(a)          The  Sellers do not make, and have not made, any representations or
warranties  relating  to the Sellers, the Acquired Companies, the Properties, or
the  operations  or  businesses of the Sellers or the Acquired Companies, or the
businesses  or operations conducted on, at or with respect to the Properties, or
otherwise  in  connection  with the transactions contemplated hereby, other than
those  expressly  made  by  Sellers  in  this  Agreement.   Without limiting the
generality  of  the  foregoing,  except  only  as  expressly  set forth in those
representations  and  warranties  made  in  Section 2.1 through 2.17 hereof (but
subject to the limitations set forth in Section 2.18(b) below), the Sellers have
not  made,  and  shall  not  be  deemed  to  have  made,  any representations or
warranties  in  any  presentation  of  the  businesses of the Acquired Companies
(including  without  limitation  any  management  presentation  or  property  or
facility  tour)  in connection with the transactions contemplated hereby, and no
statement  made  in  any  such  presentation  (including  without limitation any
management  presentation  or  property  or  facility  tour)  shall  be  deemed a
representation  or  warranty  hereunder or otherwise.  It is understood that any
cost  estimates,  projections  or  other  predictions,  any  data, any financial
information,  document,  reports,  sales  brochure  or other literature, maps or
sketches,  financial  information,  or  statements,  or presentations (including
without limitation any management presentation or property or facility tour), or
any  memoranda or offering materials including, without limitation, that certain
"Confidential  Information  Memorandum" dated November 1998 and any materials or
information  contained  therein  and  any amendments or supplements thereto (the
"Confidential  Memorandum"), are not and shall not be deemed to be or to include
representations  or  warranties of the Sellers or the Acquired Companies, except
only  as  expressly  set  forth  in those representations and warranties made in
Section  2.1  through  2.17  hereof (but subject to the limitations set forth in
Section 2.18(b) below), and the Buyer acknowledges that it has not relied and is
not  relying  on  any  such estimates, projections, predictions, data, financial
information,  memoranda,  offering materials or presentations (including without
limitation  any management presentation or property or facility tour), including
without  limitation, the Confidential Memorandum.  No Person has been authorized
by  the Sellers or the Acquired Companies to make any representation or warranty
relating  to the Sellers, the Acquired Companies, the Properties, the businesses
of  the  Sellers  or  the  Acquired  Companies,  or the businesses or operations
conducted  on,  at or with respect to the Properties, or otherwise in connection
with  the  transactions contemplated hereby and, if made, such representation or
warranty must not be relied upon as having been authorized by the Sellers or the
Acquired  Companies.

(b)        Prior to the Closing Date, the Buyer will have had the opportunity to
make  all  inspections  and  investigations, including a review of the materials
located  in  the due diligence review room (the "Review Room") at the offices of
Goodwin,  Procter  &  Hoar  LLP,  concerning  the  Acquired  Companies  and  the
Properties, which the Buyer deems necessary or desirable to protect its interest
in  acquiring  the  Acquired  Companies  and  their respective assets, including
without  limitation,  the Properties.  The representations and warranties herein
are fully qualified by any matters disclosed in the items described or otherwise
listed  in  Schedule 2.18(b) hereto (but subject to the limitations contained in
such  Schedule 2.18(b)) (the "Qualifying Materials").  By way of explanation and
not  in  supplementation  of  the  preceding  sentence,  it  is  specifically
acknowledged  and  agreed by the parties hereto, as a material inducement to the
Sellers entering into this Agreement in the form hereof, without which agreement
Sellers would be unwilling to enter into this Agreement in the form hereof, that
any  and  all  representations  and  warranties contained in this Agreement, the
accuracy  of  which could be confirmed or denied based upon any material present
in the Qualifying Materials, shall be null and void and deemed deleted from this
Agreement  for  all  purposes.   Except as otherwise expressly set forth in this
Agreement, neither the Sellers nor anyone acting for or on behalf of the Sellers
has  made  any representation, warranty, promise or statement (including without
limitation  in  the  cover  memorandum  delivered  with  the form Stock Purchase
Agreement  to  each prospective buyer on or about December 23, 1998), express or
implied,  to  the  Buyer  on  which the Buyer has relied concerning the Acquired
Companies  and  the  Properties  or the condition or use thereof.  As a material
inducement  to  the execution and delivery of this Agreement by the Sellers, the
Buyer agrees that, except as otherwise expressly provided herein (but subject to
the  limitations contained in this Section 2.18), at the Closing Date, the Buyer
will  acquire  the Properties in an "as-is" physical condition and in an "as-is"
state  with  all  faults,  subject  only  to  the  expressed representations and
warranties  set forth in this Agreement.  Notwithstanding anything herein to the
contrary,  the  Buyer  waives and the Sellers disclaim all implied warranties of
any  type  or  kind  with  respect  to  the  Properties.

(c)      Whenever a representation or warranty made by the Sellers herein refers
to  the  knowledge  of  the Sellers, or to the "Sellers' Knowledge," it shall be
deemed  to  refer only to the actual knowledge (and not constructive, imputed or
implied knowledge) on the date hereof and on the Closing Date, as applicable, of
James  A.  Husband,  Stefan  C.  Karnavas,  Andrew  Crosson,  Gary L. Dee, Terri
Colachis,  William  D.  Keogh,  Bobby West, John G. Hungerford, Norm Goodmanson,
James  B.  Kelly,  Jim  Bergmark, Dan Tilley, Tighue Shields, Ray Dznowski, Jr.,
Alan Wieme, Bill Mungia, John Williams, Larry Hayes, David F. Benson, Michael S.
Benjamin and Laurie T. Gerber, none of whom shall have any personal liability or
obligations  regarding  such  knowledge.    The Sellers have not undertaken, nor
shall  they  have any duty to undertake, any investigation concerning any matter
as  to  which  a  representation  or  warranty  is  made  as to its "Knowledge."

(d)      Notwithstanding anything to the contrary contained in this Agreement or
in  any  of  the  schedules  attached  hereto,  any information disclosed in one
schedule  shall  be  deemed  to  be disclosed in all schedules provided that the
information  so  disclosed is disclosed with the requisite degree of specificity
in  order  to  qualify,  or  disclose  for the purposes of, such other schedule.
Certain  information  set  forth  in  the  schedules  is  included  solely  for
informational  purposes and may not be required to be disclosed pursuant to this
Agreement.   The disclosure of any information shall not be deemed to constitute
an  acknowledgment  that  such  information  is  required  to  be  disclosed  in
connection  with  the representations and warranties made by the Sellers in this
Agreement  or  that  it  is  material,  nor  shall such information be deemed to
establish a standard of materiality.  The Sellers have prepared the schedules to
this  Agreement  in  good  faith  and without regard to any applicable "Material
Adverse  Effect"  or  other  "materiality"  qualifier,  provided,  however, that
notwithstanding  such  standard  of  preparation, nothing contained herein shall
limit  or  otherwise  qualify the standard of the representations and warranties
contained  in  Sections  2.1 through 2.17 hereof for the purposes of determining
the  existence  of  a  breach  of  any  such  representation  or  warranty.

(e)          "Material  Adverse  Effect"  means any change in, or effect on, the
Acquired  Companies, taken as a whole, that is (individually or in the aggregate
with  any  other  changes  therein or effects thereon that would be specifically
addressed  by a representation or warranty contained in this Agreement but for a
"Material  Adverse Effect" exception or qualification) materially adverse to the
business,  operations,  assets,  liabilities,  financial condition or results of
operations  or  prospective  business  and  earnings  (assuming such prospective
business  is conducted in a manner consistent with prior business operations) of
the Acquired Companies, taken as a whole, other than any such changes or effects
resulting  from any of the following, the change in or effect of which shall not
constitute  or  result  in  (i)  a Material Adverse Effect or (ii) a breach of a
representation  or  warranty  under  this  Article  II:   (A) changes in general
(national,  regional  or  local) economic, regulatory or political conditions or
changes  in  the  golf  course  industry  generally,  or (B) this Agreement, the
transactions  contemplated hereby, or any announcement or indication thereof, or
any  actions  taken  by  the  Buyer hereunder or in contemplation hereof, or any
actions which a Seller was required to take, hereunder, or any direct contact of
the  Buyer or any of its representatives with any of the customers or suppliers,
or  potential  customers  or suppliers, or any of the employees of, the Acquired
Companies  (including  any  departure  of  any  such  employee).

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

Section  3.1          Organization  of  the  Buyer;  Authority.

(a)      The Buyer is a duly formed, validly existing and in good standing under
the  laws of the State of Delaware and has all the requisite corporate power and
authority  to  enter into this Agreement, to carry out its obligations hereunder
and  to consummate the transactions contemplated hereby.  The Buyer is qualified
to do business in each jurisdiction in which the nature of its business requires
it  to be so qualified except to the extent the failure to so qualify would not,
either  individually  or in the aggregate, have a material adverse effect on the
ability  of  the  Buyer  to  perform  its  obligations  under  this  Agreement.

(b)         The execution and delivery of this Agreement, the performance by the
Buyer  of  its  obligations  hereunder  and the consummation of the transactions
contemplated  hereby have been duly authorized by all requisite corporate action
on  the  part of the Buyer.  This Agreement has been duly executed and delivered
by  the Buyer and assuming the due authorization, execution and delivery of this
Agreement  by the Sellers, this Agreement constitutes a legal, valid and binding
obligation  of  the  Buyer, enforceable against the Buyer in accordance with its
terms,  except  as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
or  by  general  equitable  principles.

Section  3.2            No Conflict.     Except as provided in Schedule 3.2, and
except  as  may  result  from  any  facts or circumstances related solely to the
Sellers,  and  assuming  that  all consents, approvals, authorizations and other
actions  described  in  Section  3.3  have  been  obtained  and  all filings and
notifications  listed  in  Schedule 3.3(a) have been made, neither the Buyer nor
any  of  its  subsidiaries  is  subject  to  or  bound:

(a)       to Buyer's Knowledge (as hereinafter defined), by any provision of any
law,  statute,  rule,  regulation  or  judicial  or  administrative  decision,

(b)         by the provisions of any articles or certificate of incorporation or
by-laws,  (or similar organizational, constitutive or governing document) of the
Buyer,

(c)       to Buyer's Knowledge, by any provision of any mortgage, deed of trust,
lease,  note,  shareholders'  agreement, partnership agreement, bond, indenture,
license,  permit,  trust,  contract,  agreement,  sublease,  franchise  or other
instrument  or  arrangement  to  which the Buyer is a party as it relates to the
business  of the Buyer or by which any of such assets or properties are bound or
affected,  or

(d)       by any provision of any judgment, order, writ, injunction or decree of
any  court,  governmental  body, administrative agency or arbitrator, that would
prevent,  violate  or conflict with or under which there would be a default as a
result  of the execution, delivery or performance of this Agreement, nor, is the
consent  of  any  person  or  entity under any material contract or agreement or
under  federal  or  state law, which has not been obtained prior to the Closing,
required  for  the  execution,  delivery,  and  performance by the Buyer of this
Agreement  and  the  transactions  contemplated  thereby, except for violations,
defaults, conflicts or failures to obtain consents or to make filings or provide
notices  which  would  not  have  a  material  adverse  effect on the Buyer or a
material  adverse  effect on the ability of the Buyer to perform its obligations
under  this  Agreement.

Section  3.3  Consents  and  Approvals.

(a)        To the Buyer's Knowledge, except as set forth on Schedule 3.3(a), the
execution,  delivery and performance of this Agreement by the Buyer will not, as
of  the  Closing  Date,  require  any  consent, approval, authorization or other
action by, or filing with or notification to, any Governmental Authority, except
(i)  the  notification  requirements  of  the HSR Act, if applicable, (ii) where
failure  to  obtain  such consent, approval, authorization or action, or to make
such  filing  or  notification,  would not have a material adverse effect on the
ability  of the Buyer to perform its obligations under this Agreement, and (iii)
as may be necessary as a result of any facts or circumstances relating solely to
the  Sellers.

(b)          Except as set forth on Schedule 3.3(b), the execution, delivery and
performance  of  this  Agreement  by the Buyer will not, as of the Closing Date,
require  any  third-party consents, approvals, authorizations or actions, except
where  failure  to  obtain  such  consents, approvals, authorizations or actions
would  not have a material adverse effect on the ability of the Buyer to perform
its  obligations  under  this  Agreement.

Section  3.4         Litigation.  There is no action, suit or proceeding, claim,
arbitration  or  investigation  against  the Buyer or, to the Buyer's Knowledge,
threatened,  which,  if  adversely  determined,  (a)  would delay or prevent the
consummation  of  the  transactions contemplated by this Agreement, or (b) would
have  a  material  adverse  effect  on  the  ability of the Buyer to perform its
obligations  under  this  Agreement.  To the Buyer's Knowledge, the Buyer is not
subject  to any Governmental Order (nor, to the Buyer's Knowledge, are there any
such Governmental Orders threatened to be imposed by any Governmental Authority)
which  (x)  would  delay  or  prevent  the  consummation  of  the  transactions
contemplated by this Agreement, or (y) would have any material adverse effect on
the  ability  of  the  Buyer  to  perform  its obligations under this Agreement.

Section  3.5        Financing.  The Buyer has, or has available to it, all funds
necessary  to  consummate  the  transactions  contemplated  by  this  Agreement.

Section  3.6       Brokers.   No broker, investment banker, financial advisor or
other  Person,  other  than  NationsBanc  Montgomery  Securities,  the  fees and
expenses  of  which  will  be  paid  by  the Buyer, is entitled to any broker's,
finder's,  financial  advisor's  or  other similar fee, commission or expense in
connection  with  the  transactions  contemplated  by  this  Agreement.

Section  3.7      Investment Intent.  The Buyer is acquiring the Acquired Shares
solely  for  the  purpose  of investment and not with a view to, or for offer or
sale  in  connection  with,  any  distribution  thereof.

Section   3.8     Buyer's Knowledge.  Whenever a representation or warranty made
by  Buyer herein refers to the knowledge of Buyer, or to the "Buyer's Knowledge"
it  shall be deemed to refer only to the actual knowledge (and not constructive,
imputed  or  implied  knowledge)  on the date hereof and on the Closing Date, as
applicable,  of  Robert  H. Dedman, Jr., and Terry A. Taylor, none of whom shall
have  any personal liability or obligations regarding such knowledge.  The Buyer
has  not  undertaken, nor shall it have any duty to undertake, any investigation
concerning  any  matters  as to which a representation or warranty is made as to
its  "Knowledge."

                                   ARTICLE IV
            CERTAIN COVENANTS AND AGREEMENTS OF THE BUYER AND SELLER

Section  4.1  Conduct  of  Business  Prior  to  Closing.

(a)         The Sellers covenant and agree that, between the date hereof and the
Closing Date, they shall cause the Acquired Companies to operate in the ordinary
course  of business, consistent with past practice, except as otherwise provided
in  this  Agreement and except: (i) as otherwise contemplated by this Agreement;
(ii) except as permitted by Section 4.1(b), that  the Acquired Companies may not
distribute  cash  and cash equivalents to one or more of the Sellers on or prior
to the Closing Date; and (iii) that the rights (if any) of REITCO in and to, and
the  obligations  under or arising from, (x) the tradename "Cobblestone" and (y)
that  certain  license  agreement by and among REITCO, as successor by merger to
Cobblestone  Holdings,  Inc.,  MGG and Cobblestone, pursuant to which REITCO and
MGG  currently license certain rights in and to the tradename "Cobblestone" will
be  assigned  by REITCO to MGG prior to the Closing and (iv) that the Sellers or
their  Affiliates  (including  the  Acquired  Companies)  may transfer shares of
capital  stock  of the Acquired Companies so long as (A) the Sellers transfer to
the  Buyer  pursuant  to  Article  I  hereof,  all of the issued and outstanding
Acquired  Shares,  and  (B)  the Companies own all of the issued and outstanding
capital  stock  of  their  Subsidiaries,  except  as  disclosed on the Schedules
hereto.

Without limiting the generality of the foregoing, from the date hereof until the
Closing,  except  as  required  by  this  Agreement  and except for transactions
expressly approved in writing by Buyer, which approval shall not be unreasonably
withheld,  Sellers  shall  use  commercially  reasonable  efforts  to:

(A)     Maintain inventories and pre-paid expenses at current levels, except for
purchases  and/or  sales  in  the  ordinary course of business, and maintain the
properties  and  assets  of  the  Acquired  Companies  in good repair, order and
condition,  reasonable  wear  and tear and involuntary casualty and condemnation
excepted;

(B)          Maintain and keep in full force and effect (I) all insurance on the
Acquired  Companies'  assets and property, (II) the insurance for the benefit of
employees  of  the  Acquired  Companies,  (III) all liability and other casualty
insurance,  and  (IV) all bonds on personnel, which, in each case, are currently
in  effect,  or  commercially  reasonable  substitutions  therefor;

(C)          Maintain  and operate the Acquired Companies and the properties and
assets of the Acquired Companies in compliance in all material respects with all
applicable  Laws,  including,  without  limitation and subject to the rights set
forth  in  Section  4.12  hereunder,  all  applicable  Environmental  Laws;

(D)     Manage and administer all pending and threatened litigation matters in a
manner  consistent  with  commercially  reasonable business practice, giving due
regard  to  recommendations  of  legal  counsel;

(E)      Maintain all liquor (or beer and wine, as applicable) licenses, permits
and  authorizations  required  by  Law  for the continued sale of alcohol by the
Acquired  Companies  at  those  Properties at which alcohol is presently served;

(F)        Maintain all current insurance or reinsurance policies the absence of
which  would  have  a  Material  Adverse  Effect, unless simultaneously with any
cancellation,  termination,  or  lapse,  replacement policies providing coverage
equal  to or greater than the coverage so canceled, terminated, or lapsed are in
full  force  and  effect and written copies thereof have been provided to Buyer;
and

(G)          Continue  all  capital  projects, including without limitation, the
construction  and  development  of the Blackstone Golf Club in Frisco, Texas and
the  Whitestone  Golf  Club  in  Benbro,  Texas  as  set  forth  in  the capital
expenditure  budget  attached  as  Schedule  4.1(c).

(b)      The Sellers and the Buyer agree that all intercompany accounts (if any)
between  the  Sellers  or  any  affiliate of the Sellers (other than an Acquired
Company)  on  the  one  hand and any of the Acquired Companies on the other hand
shall  be  settled by the Sellers and the Acquired Companies, at or prior to the
Closing.

(c)          In  furtherance and not in limitation of the foregoing, the Sellers
covenant  and  agree  that, except as described in Schedule 4.1(c), the Acquired
Companies  will  not,  prior  to  the Closing, without the consent of the Buyer,
which  consent  shall  not  be  unreasonably  withheld  (except  as set forth in
subsections  (iv)  and  (vii)  below):

(i)       Make any purchase, sale or disposition of any asset or property with a
purchase  price  in excess of $75,000 individually or $100,000 in the aggregate,
except  as  provided  in  the  Acquired  Companies  existing  capital budget, or
mortgage,  pledge, subject to a voluntary lien or otherwise voluntarily encumber
(except  for  mechanics',  carriers', suppliers' workmen's or repairmen's liens)
any  of  its properties or assets, except for any such mortgage, pledge, lien or
encumbrance which, by its terms, will be terminated or otherwise be extinguished
at  or  prior  to  the  Closing;

(ii)         Incur any material contingent liability as a guarantor or otherwise
with  respect  to  the  obligations  of  others,  or  incur  any  other material
contingent or fixed obligations or liabilities in excess of $75,000 individually
or  $100,000  in  the  aggregate;

(iii)          Make  any  change or incur any obligation to make a change in its
articles  or  certificate  of  incorporation,  by-laws  or  authorized or issued
capital  stock, except for the release of any pledge of the Acquired Shares made
by  or  on  behalf  of  the  Sellers  to  REITCO's  senior  lenders;

(iv)      Declare, set aside or pay any dividend, make any other distribution in
respect of its capital stock or make any direct or indirect redemption, purchase
or  other  acquisition  of  its  capital  stock,  except for any transfer of the
Acquired  Shares by and between the Sellers and/or their respective Subsidiaries
on  or  prior  to  the  Closing Date and provided, however, that, from and after
March  31,  1999  (provided that Sellers shall have extended the Closing Date in
accordance with Section 1.4 hereof) in no event shall the Acquired Companies pay
any  dividend,  make any distribution in respect of its capital stock, issue any
capital  stock  or  make  any  direct  or indirect redemption, purchase or other
acquisition  of  its  capital stock, make payments to any Affiliates (other than
any  other  Acquired  Company  and  its  Subsidiaries)  except only for payments
permitted  under  Sections  4.1(b)  and  4.1(c)(vi)  hereof  except  (x) for any
transfer  of  the  Acquired  Shares  by  and  between  the  Sellers and/or their
respective  Subsidiaries  on  or prior to the Closing Date, as extended, and (y)
the  Acquired  Companies shall be entitled to distribute or otherwise pay to the
Sellers amounts contributed, loaned or otherwise paid by Sellers after March 31,
1999  in  connection  with  capital  projects;

(v)      Make any change in the compensation payable or to become payable (A) to
any  of  the  officers, employees, agents or independent contractors who receive
total  annual  compensation of $50,000 or less other than in the ordinary course
of  business  consistent  with  past  practice;  or  (B) to any of its officers,
employees,  agents  or  independent  contractors  who  receive  total  annual
compensation  in  excess  of  $50,000;

(vi)     Prepay any loans (if any) from its shareholders, officers or directors,
other  than  as  required  by  their respective terms and as required by Section
4.1(b)  hereof,  or  make  any  change  in  its  borrowing  arrangements;

(vii)          Amend,  modify  or  terminate any contract or agreement disclosed
pursuant  to  Section 2.12(a) hereof or execute or otherwise enter into or amend
or modify any contract or agreement with the Sellers or their Affiliates (except
for  the Acquired Companies) except as otherwise contemplated by this Agreement;

(viii)     Change any material accounting principles, policies or practices used
by its relating to the Acquired Companies, except for (A) the write-off (if any)
of  goodwill,  and  (B)  any change required by reason of a concurrent change in
generally accepted accounting principals and notice of which is given in writing
by  Sellers  to  Buyer;

(ix)          Amend  the  membership  by-laws  for  any club (each a "Club", and
collectively,  the  "Clubs") owned or operated by any of the Acquired Companies;

(x)        Sell, assign or create any life or equivalent membership in any Club;

(xi)       Sell, create or assign memberships (a) which include a change of more
than  10%  in the pricing of any goods or services, including but not limited to
initiation  fees,  joining fees, dues, greens fees, cart fees, food, beverage or
merchandise,  either  individually or in the aggregate, or (b) in excess of 110%
of  the  pro  rated  monthly revenue budget for memberships and initiation fees;

(xii)  sell  more  than  five  memberships  to  any  one  party;

(xiii)  Create  or  issue  any  honorary  membership  at  any  Club;

(xiv)          Collect  any  monthly  or quarterly dues (in excess of de minimis
amounts)  more  than  1  collection  period  in  advance;

(xv)        Merge or consolidate with or agree to merge or consolidate with, nor
purchase  or  agree  to  purchase  all or substantially all of the assets of, or
otherwise acquire, any other party (subject to the terms of Section 4.8 hereof);

(xvi)     Authorize for issuance, issue, sell or deliver any additional stock of
any  class  of any Acquired Company or any securities or obligations convertible
into  stock  of  any class of any Acquired Company or issue or grant any option,
warrant  or  other  right  to  purchase  any  stock of any class of any Acquired
Company;

(xvii)          Except  for the transfer of capital stock of MGG II from OPCO to
REITCO,  assign, transfer, convey, pledge or transfer any shares of any Acquired
Company's  capital  stock;

(xviii)          Modify,  amend  or  alter  any  existing credit facilities, the
obligations  with  respect  to which will remain with the Acquired Company after
the  Closing  Date;

(xix)         Cause a default by an Acquired Company under any existing material
agreement  or  contract of such Acquired Company, which default, if not willful,
could  have  a  Material  Adverse  Effect;

(xx)          Execute  or  otherwise  enter into any construction or development
agreement requiring a payment in excess of $100,000 except as otherwise provided
in  the  Acquired  Companies' capital budget attached as Schedule 4.1(c) hereto;

(xxi)        Cause or suffer any act or omission from and after the date of this
Agreement  which  would cause or result in the breach of the representations and
warranties contained in Section 2.14, which breach would have a Material Adverse
Effect; provided, however, that the disclosure of items by the Buyer pursuant to
Section  4.12 hereof shall not be deemed to be an act or omission resulting in a
breach  of  the  representations  and  warranties  contained  in  Section  2.14;

(xxii)          Take  any  affirmative action, or affirmatively fail to take any
action,  necessary  to maintain all permits, licenses and authorizations (except
as  they  relate  to  alcohol) required by Law for the operation of the Acquired
Companies  and the Properties the absence of which would have a Material Adverse
Effect;  and

(xxiii)       Agree or make any commitment to take any of the actions prohibited
by  this  Section  4.1.

Section  4.2       Investigation.  The Buyer acknowledges and agrees that it (a)
has  made its own inquiry and investigation into, and, based thereon, has formed
an  independent  judgment  concerning,  the Acquired Companies, and (b) will not
assert  any  claim against the Sellers or the Acquired Companies or any of their
respective  directors,  officers,  employees,  agents, shareholders, Affiliates,
consultants,  investment  bankers,  advisors  or  representatives,  or  hold the
Sellers  or  any  such  Persons  liable,  for any inaccuracies, misstatements or
omissions  with  respect  to  such  information furnished by the Sellers or such
Persons  concerning  the  Acquired  Companies,  other  than  any inaccuracies or
misstatements  in the representations and warranties contained in this Agreement
or  as otherwise expressly provided herein (subject to the limitations set forth
in  Section  2.18)  or in the case of fraud.  Sellers acknowledge and agree that
Buyer  will  make  its  own  investigations  and  inquiries  with respect to the
Acquired  Companies  and  Properties; provided that information obtained through
such  investigations  that  is  not  included in the Review Room will not limit,
qualify or in any manner affect Sellers' representations or warranties contained
in  this  Agreement  or  limit  Buyer's  rights to assert claims based upon such
representations  or  warranties.

Section  4.3  Access  to  Information.

(a)     From the date hereof until the Closing Date, upon reasonable notice, the
Sellers  shall,  and  shall  cause  each  Acquired  Company  and  each  of their
respective  officers, directors, employees, representatives, attorneys, auditors
and  authorized  agents  to,  (i)  afford  the  officers,  directors, employees,
authorized  agents,  auditors,  attorneys  and  representatives  of  the  Buyer
reasonable  access,  during  normal  business hours, to the offices, properties,
other  facilities,  books  and  records  of  the Acquired Companies and to those
officers, directors, employees, representatives, counsel, auditors and agents of
the  Acquired Companies who have material knowledge pertaining to the Properties
or  the  Acquired  Companies including, without limitation, access to enter upon
and  investigate  the  Properties or the Acquired Companies, and (ii) furnish to
the  officers,  directors,  employees and authorized agents, auditors, attorneys
and  representatives  of  the Buyer such additional financial and operating data
and  other  information  regarding  the Acquired Companies as the Buyer may from
time  to time reasonably request; provided, however, that (A) such investigation
shall not unreasonably interfere with any of the businesses or operations of the
Acquired Companies, (B) the Buyer shall not, prior to the Closing Date, have any
contact whatsoever with respect to the Acquired Companies or with respect to the
transactions  contemplated  by  this  Agreement with any partner, lender, ground
lessor,  vendor  or  supplier  of the Acquired Companies, except in consultation
with  the  Sellers and then only with the express prior approval of the Sellers,
which  approval  shall  not  be  unreasonably  withheld  or delayed, and (C) all
requests  by the Buyer for access or information pursuant to this Section 4.3(a)
shall be submitted or directed exclusively to an individual or individuals to be
designated  by  the  Sellers.    The Buyer shall not be permitted to conduct any
invasive  tests on any Property without the Sellers' and the applicable Acquired
Company's  prior  written  consent,  which  consent  shall  not  be unreasonably
withheld or delayed.  The Buyer agrees to indemnify the Sellers from and against
any  and all Losses (as hereinafter defined) suffered by the Sellers as a result
of  any  actions  taken  by  the  Buyer  with  respect to the investigations and
inspections  contemplated  hereby  (excluding  any  Losses  associated  with any
pre-existing  Environmental  Conditions  discovered or identified as a result of
the  exercise  of  Buyer's  rights  under  Section  4.12  below).

(b)          During  the preparation, review and dispute resolution time periods
contemplated  by Section 1.3, upon reasonable notice, the Buyer shall, and shall
cause  each  Acquired  Company  (or  any  successor  thereto)  and each of their
respective  officers, directors, employees, representatives, attorneys, auditors
and  authorized  agents  to,  (i)  afford  the  officers,  directors, employees,
auditors,  attorneys,  authorized  agents  and  representatives  of  the Sellers
reasonable  access,  during  normal  business hours, to the offices, properties,
books  and  records  of  the  Acquired Companies (or any successor or successors
thereto),  (ii)  furnish  to  the  officers,  directors,  employees,  auditors,
attorneys,  authorized agents and representatives of the Sellers such additional
financial  and  operating  data  and  other  information  regarding the Acquired
Companies  (or any successor or successors thereto) as the Sellers may from time
to  time  reasonably  request to perform its obligations, or avail itself of its
rights,  contained, in each case, in Section 1.3 hereof; provided, however, that
such  investigation  shall not unreasonably interfere with any of the businesses
or  operations  of  the  Acquired  Companies  (or  any  successor  or successors
thereto).

(c)       In order to facilitate the resolution of any claims made by or against
or  incurred by the Buyer of the Acquired Companies after the Closing or for any
other reasonable purpose, for a period of seven (7) years following the Closing,
the  Sellers  shall (i) retain the books and records of the Sellers which relate
to  the Acquired Companies and their operations for periods prior to the Closing
and  which  shall not otherwise have been delivered to the Buyer or the Acquired
Companies  and  (ii)  upon  reasonable  notice,  afford the officers, directors,
employees,  authorized  agents,  auditors,  attorneys and representatives of the
Buyer  and  Acquired  Companies  reasonable  access (including the right to make
photocopies,  at  the  expense  of  the Buyer or the Acquired Companies), during
normal  business  hours,  following reasonable notice thereof, to such books and
records.

(d)       In order to facilitate the resolution of any claims made by or against
or  incurred  by  the Sellers after the Closing in respect of their ownership of
the  Acquired  Companies  or  for  any other reasonable purpose, for a period of
seven  (7)  years  following  the  Closing, the Buyer shall, and shall cause the
Acquired  Companies  to,  (i)  retain  the books and records of the Buyer or the
Acquired  Companies,  as the case may be, and their operations for periods prior
to  the  Closing and which shall not otherwise have been retained by the Sellers
and  (ii)  upon  reasonable  notice,  afford the officers, directors, employees,
authorized  agents,  auditors,  attorneys  and  representatives  of  the Sellers
reasonable  access  (including  the right to make photocopies, at the expense of
the Sellers), during normal business hours, following reasonable notice thereof,
to  such  books  and  records.

Section 4.4      Confidentiality.  Subject to the requirements of applicable Law
until  the Closing, the parties will, and will instruct each of their respective
Affiliates,  associates,  partners,  employees,  directors,  officers,  agents,
attorneys,  auditors,  investment  bankers,  representatives  and  advisors (the
"Representatives")  to,  hold  in  confidence  all  such  information  as  is
confidential  or  proprietary, will use such information only in connection with
the consummation of the transactions contemplated by this Agreement and, if this
Agreement  is  terminated in accordance with its terms, will deliver promptly to
the  others  (or destroy and certify to the other the destruction of) all copies
of  such  information (and any copies, compilations or extracts thereof or based
thereon)  then  in  their  possession or under their control.  Each party hereto
agrees  that  money  damages  would not be a sufficient remedy for any breach of
this  Section  4.4  by the other party hereto or any of its Representatives, and
that,  in  addition  to  all  other  remedies, such non-breaching party shall be
entitled  to  specific performance and injunctive or other equitable relief as a
remedy  for  any such breach, and each such party further agrees to waive and to
use  its best efforts to cause its Representatives to waive, any requirement for
the  securing  or  posting of any bond in connection with any such remedy.  Each
party  agrees to be responsible for any breach of this Section 4.4 by any of its
Representatives.   Nothing contained in this Section 4.4 shall effect, modify or
otherwise  limit  the  respective  agreements  and  other  obligations  of  Club
Corporation  of  America (now known as ClubCorp USA, Inc.), on the one hand, and
Sellers, on the other, contained in that certain Confidentiality Agreement dated
as  of  November  15,  1998,  (the  "Confidentiality  Agreement"),  which
Confidentiality  Agreement  shall  remain  in  full  force  and  effect.

Section  4.5          Regulatory  and  Other  Authorizations;  Consents.

(a)       The Sellers shall use their good faith commercially reasonable efforts
to  obtain  (or  cause  the  Acquired  Companies  to obtain) the authorizations,
consents,  orders and approvals that are or become necessary for their execution
and  delivery  of,  and  the  performance of their obligations pursuant to, this
Agreement,  including,  without  limitation,  the  consent  of  (i) Governmental
Authorities,  (ii) landlords under the ground leases, and (iii) lenders, and the
Buyer  shall  cooperate fully with the Sellers in promptly seeking to obtain all
such  authorizations,  consents,  orders  and approvals.  If required by the HSR
Act,  each  party  hereto agrees to make an appropriate filing of a Notification
and  Report  Form  pursuant  to  the  HSR  Act  with respect to the transactions
contemplated  by  this  Agreement  (the  "Notification  Form")  within  ten (10)
business  days  after  the  date  hereof  and  to supply promptly any additional
information  and  documentary material that may be requested pursuant to the HSR
Act.    The parties hereto will not take any action that will have the effect of
delaying,  impairing  or  impeding  the  receipt  of  any  required  approvals.

(b)       The Sellers shall give promptly, or shall cause the Acquired Companies
to  give  promptly,  such  notices  to  third  parties  and  use  its  or  their
commercially  reasonable  efforts (without, however, any obligation to incur any
costs,  liability  or  other obligation, in excess of de minimis amounts, except
that  the Sellers shall pay any consent or other transfer fee or similar payment
required  to be paid to the lessor in connection with the granting of a Required
Consent (as defined in Section 7.3(b) hereof)) under any ground lease identified
on  Schedule  4.13,  to obtain such third party consents as the Buyer may in its
sole  and absolute discretion deem necessary or desirable in connection with the
transactions  contemplated  by this Agreement; provided, however, that the forms
of  such  notice  and/or  consent  shall be reasonably acceptable to Sellers and
Buyer;  and  provided,  further,  however, that any failure to obtain such third
party  consents  shall not constitute a breach of this Agreement or a failure of
any  condition  to Closing nor shall it give rise to any right of termination on
the  part  of the Buyer or impose any independent obligation or liability on the
Sellers  except  as  otherwise  set  forth  in  this  Agreement.

(c)        The Buyer shall use its good faith commercially reasonable efforts to
assist the Sellers in obtaining the consents of third parties listed in Schedule
2.6(b),  including (i) providing to such third parties such financial statements
and  other  financial  information as such third parties may reasonably request,
(ii)  agreeing  to  commercially  reasonable  adjustments  to  the  terms of the
agreements  with such third parties (provided that neither party hereto shall be
required  to agree to any increase in the amount payable with respect thereto so
long  as  there  shall  be no increase in Buyer's obligations or decrease in its
rights  other  than  to  a  de minimis extent) and (iii) executing agreements to
effect the assumption of such agreements on or before the Closing Date effective
from  and  after  the  Closing  Date.

(d)      The Buyer assumes as of the Closing Date, and will continue to honor in
accordance with the respective provision, any and all obligations of the Sellers
arising from and after such date relating to and arising from Section 6.9(a) (to
the  extent  the  Buyer  is  acquiring any entity covered thereby or a successor
thereto)  of  that  certain Agreement and Plan of Merger dated as of January 11,
1998  among  REITCO, OPCO and Cobblestone Holdings, Inc., as amended.  The Buyer
agrees  to  indemnify the Sellers for any and all Losses incurred by the Sellers
arising  out  of  the  breach  of  any  such  obligations.

Section  4.6          Further Action.  Each of the parties hereto shall use its
respective  best efforts to take or cause to be taken all appropriate action, do
or  cause  to be done all things necessary, proper or advisable, and execute and
deliver  such  documents  and  other papers, as may be required to carry out the
provisions  of this Agreement and consummate and make effective the transactions
contemplated  by  this  Agreement.

Section  4.7      Press Releases.  The parties hereto will, and will cause each
of  their  Affiliates to, maintain this Agreement confidential and will not, and
will  cause  each  of their Affiliates not to, issue or cause the publication of
any press release or other public announcement with respect to this Agreement or
the  transactions  contemplated  hereby without the prior written consent of the
other  party  hereto which consent shall not be unreasonably withheld; provided,
however, that nothing herein will prohibit the Sellers or the Buyer from issuing
or  causing  publication of any such press release or public announcement to the
extent  that  such  party reasonably determines, after consultation with outside
legal  counsel, such action to be required by Law or the rules of any applicable
self-regulatory  organization,  in  which  event  such  party  will  use  its
commercially  reasonable  efforts  to  allow  the other party reasonable time to
comment on such release or announcement in advance of its issuance.  The parties
acknowledge  that  a  press  release  in  the form of Schedule 4.7 shall be made
immediately  following  the  execution  of  this  Agreement.

Section  4.8  No  Solicitation.

(a)         Except as otherwise provided herein, unless and until this Agreement
shall  have  been terminated in accordance with its terms, the Sellers agree and
covenant that (i) neither Seller nor any of their respective subsidiaries shall,
and  each  of  them  shall  direct  and  use  their  best efforts to cause their
respective  officers,  directors,  employees,  agents  and  representatives
(including,  without  limitation,  any investment banker, attorney or accountant
retained  by  it  or  any  of  its subsidiaries) not to, directly or indirectly,
initiate,  solicit or encourage any inquiries or the making or implementation of
any  proposal  or  offer  with  respect  to  a  merger,  acquisition, or similar
transaction  involving  the  purchase  of the Acquired Companies or the Acquired
Shares  (any  such  proposal  or  offer  being  hereinafter  referred  to  as an
"Acquisition  Proposal")  or  engage  in  any  negotiations with, or provide any
confidential  information  or  data to, or have any discussions with, any person
relating  to,  an  Acquisition  Proposal,  or otherwise facilitate any effort or
attempt  to  make  or  implement  an  Acquisition  Proposal.

(b)        Notwithstanding anything set forth in this Agreement to the contrary,
the  Boards of Directors of the Sellers may furnish information to or enter into
discussions  or negotiations with any person that makes an unsolicited bona fide
proposal  to  purchase  the  Acquired  Companies, whether by merger, purchase of
capital  stock  or  all  or  substantially  all  of their assets or otherwise (a
"Proposal"),  if  the Boards of Directors of the Sellers determine in good faith
that  the  Proposal,  if  consummated as proposed, would result in a transaction
more  favorable to the Sellers' stockholders from a financial point of view than
the  transactions  contemplated  by  this  Agreement  (any  such  Proposal being
referred  to  herein  as  a  "Superior  Proposal").

Section  4.9  Tax  Cooperation;  Structuring  Matters.

(a)       After the Closing, Sellers shall, and shall cause their Affiliates to,
cooperate fully with Buyer in the preparation of all Tax Returns (other than Tax
Returns with respect to the period of ownership of an Acquired Company by REITCO
as  a  qualified REIT subsidiary, which shall be prepared and filed or caused to
be filed in a manner consistent with past practice and in the ordinary course of
business  (subject  to any departure required to comply with any applicable law)
relating  to periods ending on or prior to the Closing Date and shall provide to
Buyer,  or  cause to be provided, at Sellers' sole cost and expense, any records
and  other  information  reasonably  requested  by  such  parties  in connection
therewith  as well as access to, and the cooperation of, the auditors of Sellers
and  their  Affiliates.  After the Closing, Sellers shall, and shall cause their
Affiliates  to,  cooperate  fully  with  Buyer  in  connection  with  any  tax
investigation,  audit  or  other  proceeding relating to the Acquired Companies.
After  the  Closing,  Buyer  shall, and shall cause its Affiliates to, cooperate
fully with Sellers in the preparation of all tax returns required to be filed by
Sellers  relating  to the golf business and to periods ending on or prior to the
Closing  Date  and  shall provide to Sellers, or cause to be provided at Buyer's
sole  cost  and  expense,  any  records  and other information requested by such
parties  in  connection  therewith as well as access to, and the cooperation of,
Buyer's  auditors.    Any  information  obtained pursuant to this Section 4.9 or
pursuant to any other Section hereof providing for the sharing of information or
the  review  of  any  tax  return  or  other Schedule relating to taxes shall be
subject  to  Section  4.4  hereof.

(b)         If and to the extent so requested by the Sellers, and subject to the
Buyer's  reasonable  judgment that all other conditions precedent of the Sellers
to  the  Closing  have  been,  or  will be, satisfied or waived, the Sellers may
revise  the  method  of  effecting  Buyer's  acquisition  of  MGG, MGG II and/or
Cobblestone, including without limitation an acquisition of all of the assets of
such  entity  or  entities;  provided,  however,  that  (i)  any  breach of this
Agreement  by  Buyer  and any inability of the Buyer to satisfy any condition to
the  Closing arising, in each case, solely as a result of such revised method of
effecting  such  acquisition  shall  not be deemed a breach or a failure of such
condition  to  the  Closing,  and (ii) the Buyer receives substantially the same
economic  benefit  as  a  result  of  such  revised transaction as it would have
received  as  a  result  of  acquiring the Acquired Shares.  Notwithstanding the
foregoing,  the  Sellers  shall  have  the  right,  in their sole discretion, to
convert MGG, MGG II and/or Cobblestone into a limited liability company which is
treated  as  a  "disregarded"  entity  for  Federal  income  tax purposes, or to
transfer the "Cobblestone" trade name and any similar intangibles held by MGG to
a  corporation  all  of  the capital stock of which would be owned by MGG and/or
Cobblestone.    The  parties hereto agree that they will execute, and will cause
their  respective  direct  and indirect subsidiaries to execute, such agreements
and documents and such amendments to this Agreement and any related documents as
shall  be  appropriate  in  order  to  reflect  such  revised  structure.

Section  4.10  Repair  of  Damage;  Condemnation.

(a)          In  the  event that prior to the Closing there is any damage to the
Properties, or any part thereof, which has not been restored prior to Closing to
substantially  similar  condition  as  immediately prior to the date such damage
occurred,  Buyer  shall  accept such Properties in their then-current condition,
and  Sellers  shall  remit  to  the  Buyer  the net amount of insurance proceeds
actually  received by Sellers with respect to such damage, and Buyer and Sellers
shall  proceed  with  the  Closing.

(b)     In the event that prior to the Closing, any portion of the Properties is
subject  to  a  taking,  Buyer shall accept the Properties in their then-current
condition  and  proceed  with the Closing, in which case Sellers shall remit the
net  amount  of  any  award actually received by Sellers in connection with such
taking.    In  the  event  of  any such taking that will have a Material Adverse
Effect, Sellers shall not compromise, settle, or adjust any claims to such award
without  Buyer's  prior written consent, which consent shall not be unreasonably
withheld  or  delayed.

(c)        Sellers agree to give Buyer prompt notice of any taking of, or damage
to,  any  material  part  of  the  Properties.

Section  4.11  Liquor  Licenses.

(a)          The  parties hereto agree to use commercially reasonable efforts to
preserve  or  to  otherwise  obtain  those authorizations, consents or approvals
necessary  to assure that each Property currently operating with a liquor (beer)
license,  or that is in the process of applying for such license, either retains
such  liquor  (beer)  license immediately prior to the Closing or receives a new
liquor  (beer) license no later than the Closing Date provided, however, that in
the  event  the  Sellers  use  their commercially reasonable efforts as provided
herein,  neither  Sellers nor any of their Affiliates or subsidiaries shall have
any liability or obligation to Buyer or any person claiming through Buyer in the
event  that  any or all such liquor (beer) licenses, authorizations, consents or
approvals  are  not  retained  or  received,  as  applicable.

(b)     The Sellers and the Buyer agree that, in the event any consent, approval
or authorization necessary or desirable to preserve or otherwise obtain a liquor
(beer)  license  for  any  Property  is  not  obtained prior to the Closing, the
Sellers  will,  subsequent  to  the  Closing,  cooperate  with the Buyer and the
Acquired  Companies  (at  Buyer's sole cost and expense) in attempting to obtain
such  consent,  approval or authorization as promptly thereafter as practicable.
Until  such  consent,  approval  or  authorization can be obtained, but (I) with
respect  to those liquor (beer) licenses which have been issued and are in place
immediately  prior  to  Closing only and (II) for a period not to exceed six (6)
months  after  Closing, the Sellers, will enter into such customary arrangements
(including,  without  limitation,  reasonable  compensation  to the Sellers (but
without  a  profit  component), the assumption of all loss, cost, obligation and
liability  of  any  kind  or  nature,  the  full  indemnification  of Sellers in
connection  therewith  and the maintenance of all applicable insurance by Buyer)
as  the Buyer may reasonably request and the Sellers' shall reasonably agree to,
subject in all events to applicable Law and at Buyer's sole cost and expense, to
provide  the Buyer or the Acquired Companies with the rights and benefits of the
existing  liquor  (beer) license for such period.  Notwithstanding the forgoing,
Buyer  and  Sellers  acknowledge and agree that (i) certain of the liquor (beer)
licenses  may  not  be under the direct control of the Sellers, and as a result,
provided that Sellers undertake, in a commercially reasonable manner, to require
that  the  holder(s)  of  the  liquor (beer) license enters into the arrangement
contemplated  in  the preceding sentence, Sellers' obligations set forth therein
shall  be  deemed  satisfied,  (ii)  certain governmental and quasi-governmental
agencies  and  authorities  (including  without  limitation,  applicable alcohol
beverage  commissions  and  comparable  entities)  may  prohibit  or  materially
restrict  the  use  by  Buyer  of the rights and benefits of the existing liquor
(beer)  licenses,  in which event (provided that Sellers cooperate in good faith
with  the Buyer in order to structure a customary arrangement which will provide
the  Buyer  with the rights and benefits of the existing liquor (beer) licenses)
Sellers'  obligations  under  the  preceding sentence shall be waived as to each
applicable  liquor  (beer)  license  (it  being  further  acknowledged  that the
customary  arrangements contemplated above may differ in various jurisdictions),
(iii)  REITCO  is  a  publicly  traded  company  and has a material and on-going
interest  in  maintaining strict controls over the public's perception of REITCO
and its affiliates, which interest shall be a material concern to both Buyer and
Sellers  in  establishing  any  contemplated  customary  arrangements.

(c)        It is the intention of the Buyer pursuant to this Section 4.11 (which
intention  is  acknowledged  by  the  Sellers  in  agreeing  to  (i)  use  their
commercially reasonable efforts to preserve or obtain the necessary licenses and
consents  as  provided in (a) above, and (ii) make available, on customary terms
reasonably  acceptable  to Sellers, the rights and benefits of Sellers' existing
liquor licenses as provided in (b) above), that to the maximum extent reasonable
and  provided  that the terms of this Section 4.11 are satisfied, there shall be
little  or  no  interruption  in  the  sale  of  alcohol  at  any  Property.

Section  4.12       Environmental Assessments. Prior to the Closing Date, Buyer
and  Buyer's  environmental  consultant,  which  consultant  shall be reasonably
satisfactory  to  Sellers (it being agreed that ATC is reasonably satisfactory),
shall  be  permitted  reasonable access to the Properties (or any one or more of
them), for the sole purpose of conducting Phase I environmental site assessments
of such Properties which conform to the ASTM Standard Practice for Environmental
Site  Assessments:  Phase  I  Process  E  1527-97, modified to include a limited
asbestos  survey.  Such access shall be under reasonable terms and conditions so
as not to materially interfere with the operations of the Sellers.  In the event
that  Buyer's  environmental consultant, upon the conclusion of the Phase I site
assessment,  reasonably  recommends  any  Phase  II  assessment  or  subsurface
investigation  of the Properties, including but not limited to soil, sediment or
groundwater testing or sampling, borings, installation or sampling of monitoring
wells  (generally,  "Phase II Investigations"), permission for access to perform
such  Phase  II  Investigations  must be obtained in writing from the Sellers in
advance of any such activity, such permission not to be unreasonably withheld or
delayed  (and  to be granted provided that such Phase II Investigations are of a
usual  and  customary  nature in consideration of the issue which is the subject
matter  of  such  Phase  II  Investigation).    If  Buyer  conducts any Phase II
Investigations  on  the  Properties,  Buyer agrees to indemnify and hold Sellers
harmless from any and all damages, losses, liabilities, expenses, costs, claims,
actions, suits, proceedings, assessments, orders, judgments, fines and penalties
(including  without  limitation,  reasonable  legal,  accounting,  consulting,
engineering  and  other expenses), which may be incurred, arise out of or result
from  any acts and omissions of Buyer, its employees, agents and representatives
taken  in connection with such Phase II Investigations.  This provision, and any
rights  with respect to pre-closing environmental investigations, testing and/or
site  assessments,  applies  only  to  the  Properties.    Any  and all testing,
investigations  and/or site assessments shall be at the sole cost and expense of
the  Buyer.

Section  4.13    Property  Holdback  Rights.   On or prior to the date which is
fifteen  (15) days prior to the Closing Date (as the same may have been extended
by  Sellers  in  accordance  with  Section  1.4 above, the "Holdback Designation
Date"), Sellers shall have the right to deliver to the Buyer a property holdback
designation letter for any Property (a "Holdback Property") for which a Required
Consent  under a ground lease or other agreement identified on Schedule 4.13 has
not  been  obtained  by  such  date (a "Holdback Letter") in accordance with the
terms,  conditions  and  limitations  set  forth in this Section 4.13.  Sellers'
failure  to  deliver to the Buyer, on or prior to the Holdback Designation Date,
an  executed  Holdback  Letter  shall  be  conclusively  deemed  as  Sellers'
confirmation  of  the  absence of any Holdback Properties.  Sellers specifically
waive any right to deliver a Holdback Letter after the Holdback Designation Date
unless  the  Sellers incur all costs incurred in connection with the exercise of
the  rights  hereunder,  including  any  incremental  costs  resulting from such
failure  to timely deliver a Holdback Letter.  Notwithstanding the delivery of a
Holdback  Letter  by  the  Sellers  with  respect  to  any  one or more Holdback
Properties,  the  Buyer shall have the right, by written notice delivered to the
Sellers  on  or before the date which is ten (10) days prior to the Closing Date
(or  such  later date if accepted by the Sellers), to waive the Required Consent
requirement  with  respect  to  any  or  all  such  Holdback  Properties  and to
thereafter  proceed  to  Closing  with respect to such Holdback Properties as if
such  Required  Consent  had  been  obtained.

Notwithstanding  anything  to  the contrary contained in this Agreement, and for
the  purposes  of  this Section 4.13 only, the Buyer and the Sellers irrevocably
agree  that  the  allocated  purchase  price (individually and collectively, the
"Allocated  Value")  with  respect to each Property that could become a Holdback
Property  (i.e.,  the Properties identified on Schedule 4.13), in the event such
Property  becomes  a  Holdback  Property  hereunder, is as set forth on Schedule
4.13,  it  being  further  acknowledged  that  such allocation does not have any
bearing  or  relationship  to,  and  has  been  derived  independently from, the
allocation  of  the  Purchase  Price  set  forth  elsewhere  in  this Agreement.

With  respect  to  each Holdback Property, the Closing Date with respect to such
Holdback  Property  shall be deferred to the earlier of (x) the day which is six
(6)  months  after  the  Closing  Date, or (y) the day that is fifteen (15) days
following  receipt  of  the  applicable Required Consent (the "Holdback Property
Closing  Date").

With  respect  to each Holdback Property, Buyer and Sellers, respectively, shall
remain fully obligated to purchase and sell (i) such Holdback Properties (or the
Acquired  Shares  of  the entity which owns such Holdback Property) and (ii) all
other  Acquired  Shares  (and  the  Properties related thereto) on the terms and
conditions set forth in this Agreement, provided that (i) the aggregate Purchase
Price  payable  on the Closing Date, pursuant to Section 1.3(a) above applicable
to  all  other Acquired Shares (and the Properties related thereto) shall be (x)
reduced  by the Allocated Value of the Holdback Property or Holdback Properties.
Any  costs  incurred  with respect to the holdback of a Holdback Property (which
may  include  a real property transfer) shall be for the account of the Sellers.

With  respect  to  the  Holdback Properties, (i) an amount equal to four percent
(4%)  of  the Allocated Value of each Holdback Property shall be retained by the
Escrow  Agent  as  a  continuing  deposit  subject to disposition, as liquidated
damages,  in  accordance  with Article IX as to such Holdback Property; and (ii)
the  Closing  Date with respect to the Holdback Properties shall be the Holdback
Property  Closing  Date.  It is the intention of the parties hereunder that: the
Holdback  Property  Closing  Date  shall  be  deemed to be the Closing Date with
respect  to  the  Holdback Properties under this Agreement; that on the Holdback
Property  Closing  Date  the Holdback Properties (or the Acquired Shares related
thereto)  shall be conveyed to the Buyer in exchange for the Allocated Value for
each  Holdback  Property, and that; with respect to the Holdback Properties, the
date  of  March  31,  1999  as set forth in Section 9.1(b) shall be deemed to be
September  30,  1999,  time  being  of  the  essence with respect to such dates.

The  Sellers  and  the Buyer agree that, with respect to each Holdback Property,
the  applicable Acquired Company and the Buyer shall, with respect to the period
ending  on  the  Holdback  Property Closing Date with respect to each applicable
Holdback  Property,  enter  into  such management or other arrangements, each in
form  and substance reasonably acceptable to the Buyers and Sellers, but only if
such  arrangements  can  be  entered  into  and  performed without violating the
provisions  of  any  law  or  any  agreement  or other contracts relating to the
applicable  Holdback  Property  so  as  to  provide Buyer, to the maximum extent
reasonably possible, with the net economic benefits as if such Holdback Property
had  been  acquired  by  Buyer  on  the  initial  Closing  Date.


Section  4.14  Observation  Rights;  Certain  Communications.

(a)       Commencing on the date which is one (1) Business Day after the date of
this Agreement, Buyer's representatives shall have the right, from time to time,
to  visit  and  observe  all  of  the  Properties  and Cobblestone corporate and
regional headquarters during normal business hours, provided, however, that such
visits  and  observations  shall  not  unreasonably  interfere  with  the normal
business  operations of the Acquired Companies.  Such visitation and observation
rights  shall  include  the  right  to  attend  all  meetings  relating  to  the
operations,  management,  financial  and  accounting  matters  of  the  Acquired
Companies,  including,  but  not  limited  to,  all meetings attended by persons
identified  in  Section 2.18(c) excluding meetings relating to the conveyance of
the  Acquired  Companies  to  Buyer.    Sellers  shall  use their good faith and
commercially  reasonable  efforts  to  provide  timely  notice  to  Buyer's
representatives  of  each  of  such  meetings  and  to  accommodate  Buyer's
representatives'  reasonable  requests  for access to office space, services and
equipment.    Buyer's  rights  hereunder shall be subject, in all events, to the
Confidentiality  Agreement  (as  defined  in  Section  4.4).

(b)       The Buyer and Sellers agree that, in the event Buyer identifies issues
with  respect  to  the  operation  or  management  of  the Acquired Companies in
connection  with  the  exercise  of its rights under Section 4.14(a) hereof that
Buyer  believes  in  good  faith  and  in  its  commercially reasonable business
judgment  to  be  detrimental  to, or to have an adverse impact on, the Acquired
Companies  or  their  respective  operations,  representatives  of the Buyer may
engage  in discussions about such issues with the Sellers' Designees.  The Buyer
and  the  Sellers,  through  the Sellers' Designees, agree to communicate and to
work together in good faith with respect to such issues in order to correct such
issues,  if  appropriate,  or  to  develop a plan or process to address any such
issues  in  order  to  preserve the Acquired Companies operations and reputation
[goodwill].  For purposes, hereof, the term "Sellers' Designees" shall initially
mean  Michael  S.  Benjamin  and  David  F.  Benson or such other officer or key
employee  of  a  Seller  as  may subsequently be identified to Buyer in writing.

(c)          The Sellers shall endeavor, in good faith, to notify Buyer promptly
after  the  Sellers  obtain  Sellers'  Knowledge  (as defined in Section 2.18(a)
hereof)  of any breach of any of Sellers' covenants under Section 4.1, provided,
however, that (i) Sellers shall have no obligation to notify Buyer of any breach
of  which  Buyer has Buyer's Knowledge (as defined in Section 3.8, but including
for  such  purposes the knowledge of those individuals who may from time to time
perform  those  actions  permitted  by Section 4.14(a) and (b) hereof), and (ii)
Sellers  agreement  hereunder  shall  not  impose  any  additional  liability or
obligation  under  this  Agreement.

                                    ARTICLE  V
                              EMPLOYEE  MATTERS

Section  5.1  Employees.

(a)          The  Buyer  shall  ensure that all persons who were employed by the
Acquired  Companies  immediately  preceding the Closing Date, including those on
vacation,  leave  of absence or disability (the "Acquired Companies Employees"),
will  remain  employed  in  a  comparable  position on and immediately after the
Closing  Date  for  such  period of time as determined by the Buyer, at not less
than  the  same  base  rate of pay, except as otherwise provided in this Section
5.1.    Notwithstanding the foregoing, the Buyer shall not, at any time prior to
60 days after the Closing Date, effectuate a "plant closing" or "mass layoff" as
those terms are defined in the Worker Adjustment and Retraining Notification Act
of  1988  ("WARN"),  or  comparable  conduct  under  any  applicable  state law,
affecting  in  whole or in part any facility, site of employment, operating unit
or  employee  of  any of the Acquired Companies without complying fully with the
requirements  of  WARN.

(b)        To the extent permissible under applicable law and to the extent that
service  is  relevant for purposes of eligibility and vesting under any employee
benefit  plan,  program  or  arrangement  established or maintained by the Buyer
(other than any defined benefit pension plan) following the Closing Date for the
benefit  of  Acquired  Companies  Employees at such time as any employee benefit
plan,  program or arrangement is made available to Acquired Companies Employees,
such  plan, program or arrangement shall credit such employees for service on or
prior  to  the  Closing  Date that was recognized by the Sellers or the Acquired
Companies,  as the case may be, for purposes of employee benefit plans, programs
or  arrangements  (including  vacation  policies) maintained by any of them.  In
addition,  with  respect to any welfare benefit plan (as defined in Section 3(1)
of  ERISA) established or maintained by the Buyer following the Closing Date for
the  benefit  of  Acquired  Companies Employees, to the extent permissible under
applicable  law, such plan shall waive any pre-existing condition exclusions and
provide  that  any  covered  expenses  incurred  during the 1999 plan year on or
before  the  Closing  Date  by  an  Acquired  Company  Employee  or by a covered
dependent  shall  be  taken  into  account for purposes of satisfying applicable
deductible  coinsurance  and  maximum out-of-pocket provisions after the Closing
Date.

(c)     Buyer agrees that either Buyer or the Acquired Companies will make COBRA
continuation  coverage  available  to  individuals  who  are  COBRA  qualified
beneficiaries  under  the  Benefit  Plans immediately prior to the Closing Date.

Section  5.2          Employee Benefits.  For a period of one year following the
Closing    Date,  the  Buyer shall provide the Acquired Companies Employees with
benefits  that either are (i) substantially comparable, in the aggregate, to the
benefits  provided under the Benefit Plans as in effect immediately prior to the
Closing  Date  or  (ii)  the  same as the benefits generally made available to a
majority  of  the  Buyer's  similarly  situated  employees.

Section 5.3     Other Employee Benefits.  From and after the Closing Date, Buyer
will,  or  will  cause the Acquired Companies to, honor in accordance with their
terms  all  of the severance payments pursuant to Severance Arrangements between
any  of the Acquired Companies and the Acquired Companies Employees in effect as
of  the  date  hereof and listed on Schedule 2.12(a).  Seller shall honor and be
liable  for  all  payments  related  to  the  Retention  Bonuses.

Section  5.4          Indemnity.  Anything  in  this  Agreement  to the contrary
notwithstanding,  (i) the Buyer hereby agrees to indemnify the Sellers and their
respective  Affiliates  against  and  hold  the  Sellers  and  their  respective
Affiliates  harmless  from  any  and  all  Losses arising out of or otherwise in
respect  of  (a)  any  claim  made  by any Acquired Company Employee against the
Sellers  or  any  of  their Affiliates for any severance or termination benefits
pursuant  to  the  provisions  of  the  Severance Arrangements or any applicable
federal  or  state law arising after the Closing, (b) any action taken after the
Closing  by the Buyer with respect to any plan (including any Benefit Plan), (c)
any  claim  for  payments  or  benefits by Acquired Companies Employees or their
beneficiaries  under  any  Benefit  Plan,  and  (d)  any failure of the Buyer to
discharge  their  obligations  under this Article V, and (ii) the Sellers hereby
jointly  and  severally  agree to indemnify the Buyer and its Affiliates against
and  hold  the Buyer and its Affiliates harmless from any and all Losses arising
out  of  or  otherwise  in  respect  of  any  claim made by any Acquired Company
Employee  against  the Buyer or any of its Affiliates for any Retention Bonuses,
in  the  case of clauses (i) and (ii), without regard to the Threshold Amount or
the  Maximum Amount (as defined in Article VIII hereof); provided, however, that
the  procedural requirements of Sections 8.2 and 8.3 shall apply to Sellers' and
the  Buyer's  indemnification  obligations  under  this  Section  5.4.

Section  5.5        No Third Party Beneficiaries.  Notwithstanding anything else
contained  herein  to the contrary, nothing in this Article V shall be construed
to create any third party beneficiary rights in any person who is not a party to
this  Agreement.

                                  ARTICLE  VI
                                 TAX  MATTERS

Section  6.1         Conveyance Taxes; Costs.  The Buyer shall be liable for and
shall  hold the Sellers harmless against any real property transfer, sales, use,
transfer,  value  added,  excise, stock transfer, stamp, recording, registration
and  any similar Taxes that become payable in connection with the acquisition by
the  Buyer  contemplated  hereby,  and  the  applicable  parties shall file such
applications  and documents as shall permit any such Tax to be assessed and paid
on or prior to the Closing Date in accordance with any available pre-sale filing
procedure.    The  Sellers agree to cooperate with the Buyer and, subject to the
other  terms  of  this Agreement, to take any action reasonably requested by the
Buyer, at no cost to the Sellers, in order to minimize the amount of such Taxes.
The parties shall execute and deliver all instruments and certificates necessary
to permit compliance with the foregoing.  The Buyer shall pay the entire cost of
any title insurance (for itself or any lender, including lenders of indebtedness
assumed by the Buyer hereunder), surveys, title inspections, and appraisals that
the  Buyer  elects  to  obtain  in connection with the transactions contemplated
hereby.    The  Buyer  shall  pay any and all attorneys' fees of its lenders and
lenders  of  indebtedness  assumed  by  the  Buyer  hereunder.

Section  6.2          Treatment of Indemnity Payments.  All payments made by the
Sellers  or  the  Buyer,  as the case may be, to or for the benefit of the other
party  pursuant to any indemnification obligations under this Agreement shall be
treated  as  adjustments  to the consideration for Tax purposes, and such agreed
treatment  shall  govern  for  purposes  of  this  Agreement.

Section  6.3        Employee Withholding.  The Sellers and the Buyer agree that,
pursuant  to and to the extent permitted by the "Alternative Procedure" provided
in Section 5 of Revenue Procedure 84-77, 1984-2 C.B. 753, with respect to filing
and  furnishing  IRS Forms W-2, W-3 and 941, (a) the Sellers and the Buyer shall
each  report  on  a "predecessor-successor" basis, as set forth therein, (b) the
Sellers  shall  be relieved from furnishing Forms W-2 for the 1999 calendar year
to  any of the Sellers' employees that become employees of the Buyer and (c) the
Buyer  shall  assume the obligations of the Sellers to furnish such Forms W-2 to
such  employees  for  the  full  1999  calendar  year.

                                 ARTICLE  VII
                           CONDITIONS  TO  CLOSING

Section  7.1        Conditions to the Obligations of Each Party.  The respective
obligations  of  each  party to consummate the transactions contemplated by this
Agreement  shall  be  subject  to the satisfaction or waiver, at or prior to the
Closing, of each of the following conditions, any or all of which may be waived,
in  whole  or  in  part  by the parties hereto (but only to the extent that such
matter  is  a  precondition  to  the  obligations of such waiving party), to the
extent  permitted  by  applicable  law:

(a)       HSR Act.  Any waiting period (and any extension thereof) under the HSR
Act  applicable  to the transactions to be consummated at the Closing shall have
expired  or  been  terminated;  and

(b)      No Order.  No Governmental Authority or court of competent jurisdiction
shall  have enacted, issued, promulgated, enforced or entered any statute, rule,
regulation,  injunction  or  other  order  (whether  temporary,  preliminary  or
permanent)  that  is  in  effect  and  has the effect of making the transactions
contemplated  by this Agreement for the Closing illegal or otherwise restraining
or  prohibiting  consummation  of such transactions; provided, however, that the
provisions  of  this Section 7.1(b) shall not apply to a party unless such party
has  used  its  best  efforts  to  have  any  such  order or injunction vacated.

Section  7.2       Conditions to Obligations of the Sellers.  The obligations of
the  Sellers to consummate the transactions contemplated by this Agreement shall
be subject to the satisfaction or waiver, at or prior to the Closing, of each of
the  following  conditions:

(a)         Covenants.  All covenants contained in this Agreement to be complied
with  by the Buyer on or before the Closing shall have been complied with in all
respects except where the failure to so comply would not have a material adverse
effect  on  the Buyer's ability to perform its obligations under this Agreement,
and  the  Sellers  shall have received a certificate of the Buyer to such effect
signed  by  a  duly  authorized  officer  of  the  Buyer;  and

(b)         Consents.  The Buyer shall have received the authorizations, orders,
approvals  and  consents of Governmental Authorities and third parties described
in Schedules 3.3(a) and 3.3(b), in form and substance reasonably satisfactory to
the  Sellers,  except  where the failure to so receive would not have a material
adverse  effect  on  the  Buyer's  ability to perform its obligations under this
Agreement.

Section  7.3         Conditions to Obligations of the Buyer.  The obligations of
the Buyer to consummate the transactions contemplated by this Agreement shall be
subject  to the satisfaction or waiver by the Buyer, at or prior to the Closing,
of  each  of  the  following  conditions:

(a)      Covenants.  All covenants contained in this Agreement (except for those
contained  in Sections 4.1(a)(A) through 4.1(a)(G) and in Section 4.1(c) hereof)
to  be  complied  with  by  the Sellers on or before the Closing shall have been
complied  with  in all respects, except where the failure to so comply would not
have  (A)  a  Material  Adverse  Effect  or (B) a material adverse effect on the
Sellers'  ability  to  perform  their  obligations under this Agreement, and the
Buyer  shall have received a certificate of the Sellers to such effect signed by
a  duly  authorized  officer  thereof;

(b)          Consents.    The  Buyer,  Sellers,  and  the Acquired Companies, as
applicable,  shall  have  received  (A)  those  consents  to  the  transactions
contemplated  hereby listed on Schedule 7.3(b) hereto (the "Required Consents"),
subject  in  all  circumstances  to  Section  4.13,  and (B) the authorizations,
orders,  approvals  and  consents  of Governmental Authorities and third parties
described  in  Schedules  2.6(a)  and  2.6(b)  in  form and substance reasonably
satisfactory to the Buyer, except where the failure to so receive would not have
(A)  a  Material Adverse Effect or (B) a material adverse effect on the Sellers'
ability  to  perform  their  obligations  under  this  Agreement;

(c)        FIRPTA Withholding.  At or prior to the Closing, the Buyer shall have
received  from each Seller a "transferor's certificate of non-foreign status" as
provided  in the Treasury Regulations under Section 1445 of the Code in the form
attached  hereto  as  Exhibit  D;

(d)         Absence of Certain Breaches.  There shall not then exist a breach or
multiple  breaches  of  (i)  any representation or warranty of the Sellers which
would  give  rise  to  aggregate  Losses  in  excess  of  an amount equal to the
Threshold  Amount  plus  the Maximum Amount (as each is hereinafter defined); or
(ii) any of the covenants of the Sellers contained in Sections 4.1(a)(A) through
4.1(a)(G)  or  Section  4.1(c)  which  has  given rise to, or will give rise to,
aggregate  Losses  (including  for such purpose only, the impairment of the fair
market  value  of the Properties and assets of the Acquired Companies) in excess
of $500,000, which breach or multiple breaches, in the case of subclause (i) and
subclause (ii) of this Section 7.3(d), remains uncured as of the Closing (as the
same  may  be extended pursuant to Section 1.4 hereof); provided, however, that,
in  the event the Sellers elect to cure any such breach contemplated hereby, the
Sellers  shall  fully  cure  such  breach;

(e)          Legal  Opinion.   The Buyer shall have received from counsel to the
Sellers  an opinion in form reasonably acceptable to the Buyer, that each of the
Sellers  is  a  corporation  duly  incorporated,  validly  existing  and in good
standing  under  the  laws  of  the  State of Delaware and has all the requisite
corporate  power  and  authority  to enter into this Agreement, to carry out its
obligations  hereunder  and  to consummate the transactions contemplated hereby;
and

(f)       Absence of Significant Environmental Liabilities.  The investigations,
tests  and  site  assessments permitted to be conducted pursuant to Section 4.12
hereof shall not have revealed Significant Environmental Liabilities (as defined
in  Section  9.1(e)  hereof).

                                  ARTICLE  VIII
                                 INDEMNIFICATION

Section  8.1  Survival.

(a)       Subject to the limitations and other provisions of this Agreement, the
representations  and  warranties  of the parties hereto contained herein, as the
case  may  be,  shall  survive  the  Closing  and shall remain in full force and
effect,  for a period of one (1) year after the Closing Date; provided, however,
that  the  representations  and  warranties of the parties contained in Sections
2.1,  2.2,  2.17,  3.1  and  3.6 shall survive the Closing in perpetuity and the
representations  and warranties of the Sellers contained in Sections 2.8 and 2.9
shall  survive  until  the  seven  (7)  year  anniversary  of  the Closing Date.

(b)          Subject  to the limitations and other provisions of this Agreement,
including  Section  8.1(a)  above,  each  covenant  and agreement of the parties
hereto contained herein shall survive the Closing and shall remain in full force
and  effect for: (i) one (1) year or (ii) until the end of the applicable period
specified  elsewhere  in  this  Agreement  with  respect  to  such  covenant  or
agreement.

Section  8.2  Indemnification  by  the  Sellers

(a)      The Sellers jointly and severally agree, subject to the other terms and
conditions  of  this  Agreement,  to  indemnify  the  Buyer  and its Affiliates,
officers,  directors,  employees,  agents, successors and assigns (each a "Buyer
Indemnified  Party")  against and hold them harmless from all Losses arising out
of  (i) the breach of any representation or warranty of the Sellers contained in
this  Agreement  other  than  in Sections 2.1 and 2.2 (the "Organization Reps"),
Section  2.8 (the "Tax Reps"), Section 2.9 (the "Benefit Plan Reps") and Section
2.17  (the  "Broker's  Fee  Reps"), (ii) the breach by the Sellers of any of the
Organization Reps, the Tax Reps, the Benefit Plan Reps or the Broker's Fee Reps,
(iii)  any  breach of any covenant or agreement of the Sellers contained herein,
(iv)  the  following litigation and claims (the "Indemnified Disputes"): Michael
Bruggeman,  et  al.  v.  Meditrust  Acquisition  Company  and Meditrust Company,
L.L.C.,  Case  No.  98-CVS-02857:  Forsgate Golf, L.L.C. v. Meditrust Golf Group
II,  Inc.,  Civil  Action  Number 98-4327 (JCL) and the claim by Jeff Beck d/b/a
Beck  Properties  against Cobblestone Texas, Inc., and (v) any action brought by
any  shareholder  of  The  Meditrust Companies ("Shareholder Action") claiming a
breach  of  the  fiduciary  duties  of  the Boards of Directors of The Meditrust
Companies  in  connection  with  the conveyance of the Acquired Companies by the
Sellers  to  the  Buyer  under  this Agreement.  For purposes of this Agreement,
claims  for  Losses  arising  out  of  any  Shareholder  Action, the Indemnified
Disputes or breach by Sellers of any of the Organization Reps, Tax Reps, Benefit
Plan  Reps  or  Broker's  Fee  Reps shall be referred to herein as the "Excluded
Claims".   Anything in Section 8.1 to the contrary notwithstanding, no claim may
be  asserted  nor  any  action  commenced  against the Sellers for breach of any
representation or warranty contained herein, unless written notice of such claim
or  action  is  received  by  the  Sellers  describing  in  detail the facts and
circumstances  with  respect to the subject matter of such claim or action on or
prior  to the thirtieth (30th) day after the date on which the representation or
warranty  on  which such claim or action is based ceases to survive as set forth
in  Section  8.1  (the "Indemnification Cut-Off Date"), and such claim or action
arose on or prior to the date such representation or warranty ceased to survive,
in  which  case  such  representation  or  warranty,  and  the  Buyer's right to
indemnification  hereunder  will  survive  as to such claim until such claim has
been  finally  resolved  in  accordance  with  the  terms  of this Article VIII.

(b)          The  indemnification obligations of the Sellers pursuant to Section
8.2(a)  (excluding  the  indemnification obligations of the Sellers for Excluded
Claims;  the amount paid with respect to Excluded Claims shall not be counted in
any  calculation  of  the  Threshold  Amount or the Maximum Amount) shall not be
effective  until  the  aggregate  dollar amount of all Losses (including without
limitation  Sellers'  expenses of defending and/or settling any claim or dispute
giving  rise  to  such  indemnification  obligation)  that  would  otherwise  be
indemnifiable  pursuant  to  Section  8.2(a)  exceeds  one  percent  (1%) of the
aggregate  Purchase  Price (the "Threshold Amount"), and then only to the extent
such  aggregate  amount  exceeds  the  Threshold  Amount.    The indemnification
obligations  of  the  Sellers  pursuant  to  Section  8.2(a)  (excluding  the
indemnification  obligations of the Sellers related to Excluded Claims) shall be
effective  only until the dollar amount paid in respect of the Losses (including
without  limitation  Sellers' expenses of defending and/or settling any claim or
dispute  giving  rise  to  such  indemnification obligation) indemnified against
under  Section  8.2(a) (excluding the indemnification obligations of the Sellers
related  to  Excluded Claims) equals five percent (5%) of the aggregate Purchase
Price  (the  "Maximum  Amount") for all Losses.  For purposes of determining the
Threshold  Amount  and the Maximum Amount hereunder, the Purchase Price shall be
the sum calculated in accordance with Section 1.3(a) hereof, using the amount of
$386,000,000  in  place  of  the  amount  of  $391,278,000.

For  purposes  of this Section 8.2(b), in computing such individual or aggregate
amounts  of  claims,  the  amount  of  any insurance proceeds and any indemnity,
contribution or other similar payment actually received by the Buyer Indemnified
Parties  from  any  third party with respect thereto shall be deducted from each
such  claim.

(c)  [Not  applicable]

(d)       A Buyer Indemnified Party shall give the Sellers written notice of any
claim,  assertion,  event  or proceeding by or in respect of a third party as to
which  such  Buyer Indemnified Party may request indemnification hereunder or as
to  which  the  Threshold Amount may be applied as soon as is practicable and in
any  event within thirty (30) days of the time that such Buyer Indemnified Party
learns  of  such  claim, assertion, event or proceeding; provided, however, that
the  failure to so notify the Sellers shall not affect rights to indemnification
hereunder  except to the extent that the Sellers are actually prejudiced by such
failure.    The Sellers shall have the right to direct, through counsel of their
own choosing, the defense or settlement of any such claim or proceeding at their
own  expense.    If the Sellers elect to assume the defense of any such claim or
proceeding,  the  Sellers shall consult with the Buyer Indemnified Party and the
Buyer  Indemnified  Party  may participate in such defense, but in such case the
expenses  of  the Buyer Indemnified Party shall be paid by the Buyer Indemnified
Party.  The Buyer Indemnified Party shall provide the Sellers with access to its
records and personnel relating to any such claim, assertion, event or proceeding
during  normal  business hours and shall otherwise cooperate with the Sellers in
the  defense  or  settlement  thereof, and the Sellers shall reimburse the Buyer
Indemnified  Party  for  all its reasonable out-of-pocket expenses in connection
therewith.    If  the  Sellers  elect to direct the defense of any such claim or
proceeding, the Buyer Indemnified Party shall not pay, or permit to be paid, any
part  of  any  claim  or  demand arising from such asserted liability unless the
Sellers consent in writing to such payment or unless the Sellers, subject to the
last sentence of this Section 8.2(d), withdraw from the defense of such asserted
liability  or unless a final judgment from which no appeal may be taken by or on
behalf  of  the  Sellers is entered against the Buyer Indemnified Party for such
liability.  If the Sellers fail to defend or if, after commencing or undertaking
any  such  defense, the Sellers fail to prosecute or withdraw from such defense,
the  Buyer  Indemnified  Party  shall have the right to undertake the defense or
settlement  thereof,  at  the  Sellers' expense.  If the Buyer Indemnified Party
assumes  the  defense  of  any such claim or proceeding pursuant to this Section
8.2(d) and proposes to settle such claim or proceeding prior to a final judgment
thereon or to forego any appeal with respect thereto, then the Buyer Indemnified
Party  shall  give  the  Sellers  prompt written notice thereof, and the Sellers
shall  have the right to participate in the settlement or assume or reassume the
defense  of  such  claim  or  proceeding.

(e)          The  Buyer  hereby  acknowledges and agrees that from and after the
Closing,  its  sole  and  exclusive  remedy  with  respect to any and all claims
relating  to this Agreement, including the Acquired Shares, shall be pursuant to
the  indemnification  provisions set forth in this Article VIII.  In furtherance
of the foregoing and except as specified herein, the Buyer hereby waives, to the
fullest  extent  permitted  under applicable Law, any and all rights, claims and
causes  of action relating to the subject matter of this Agreement that they may
have against the Sellers arising under or based upon any Law (including, without
limitation,  any  such rights, claims or causes of action arising under or based
upon  common  law  or  otherwise).

(f)        Except as set forth in this Agreement, the Sellers are not making any
representation,  warranty,  covenant  or  agreement  with respect to the matters
contained herein.  Anything herein to the contrary notwithstanding, no breach of
any  representation, warranty, covenant or agreement contained herein shall give
rise  to  any  right  on  the  part  of the Buyer, after the consummation of the
transactions  contemplated  hereby,  to  rescind  this  Agreement  or any of the
transactions  contemplated  hereby.

(g)          The  Sellers  shall  have  no liability under any provision of this
Agreement  for  and  in  no  event  shall the Threshold Amount be applied to any
consequential  damages.    The Buyer shall take all reasonable steps to mitigate
Losses  for which indemnification may be claimed pursuant to this Agreement upon
and  after becoming aware of any event that could reasonably be expected to give
rise  to  any  such  Losses.

Section  8.3  Indemnification  by  the  Buyer.

(a)          The Buyer agrees, subject to the other terms and conditions of this
Agreement  to  indemnify  the  Sellers  and its Affiliates, officers, directors,
employees,  agents,  successors  and assigns (each a "Seller Indemnified Party")
against  and hold them harmless from all Losses arising out of (i) the breach of
any  representation  or  warranty  of  the  Buyer contained herein, and (ii) any
breach  of any covenant or agreement of the Buyer contained herein.  Anything in
Section  8.1  to  the contrary notwithstanding, no claim may be asserted nor may
any  action  be  commenced against the Buyer for breach of any representation or
warranty  contained  herein,  unless  written  notice of such claim or action is
received  by  the    Buyer describing in detail the facts and circumstances with
respect  to  the  subject  matter  of  such  claim  or action on or prior to the
thirtieth  (30th)  day after the date on which the representation or warranty on
which  such  claim  or action is based ceases to survive as set forth in Section
8.1,  and such claim or action arose on or prior to the date such representation
or  warranty  ceased  to  survive, in which case such representation or warranty
will  survive  as  to  such  claim  until  such claim has been finally resolved.

(b)      The indemnification obligations of the Buyer pursuant to Section 8.3(a)
shall  not  be  effective  until  the  aggregate  dollar  amount  of  all Losses
(including  without limitation the Buyer's expenses of defending and/or settling
any  claim or dispute giving rise to such indemnification obligation) that would
otherwise  be  indemnifiable  pursuant  to  Section 8.3(a) exceeds the Threshold
Amount,  and then only to the extent such aggregate amount exceeds the Threshold
Amount.  The indemnification obligations of the Buyer pursuant to Section 8.3(a)
shall  be  effective  only until the dollar amount paid in respect of the Losses
(including  without limitation the Buyer's expenses of defending and/or settling
any claim or dispute giving rise to such indemnification obligation) indemnified
against  under  Section  8.3(a)  aggregates  to  equal  the Maximum Amount.  For
purposes  of  this  Section  8.3(b),  in  computing such individual or aggregate
amounts  of  claims,  the  amount  of  any insurance proceeds and any indemnity,
contribution  or  other  similar  payment  actually  recovered  by  the  Seller
Indemnified  Parties from any third party with respect thereto shall be deducted
from  each  such  claim.

(c)  [Not  applicable]

(d)        A Seller Indemnified Party shall give the Buyer written notice of any
claim,  assertion,  event  or proceeding by or in respect of a third party as to
which  such Seller Indemnified Party may request indemnification hereunder or as
to  which  the  Threshold Amount may be applied as soon as is practicable and in
any event within thirty (30) days of the time that such Seller Indemnified Party
learns  of  such  claim, assertion, event or proceeding; provided, however, that
the  failure  to  so notify the Buyer shall not affect rights to indemnification
hereunder  except  to  the  extent that the Buyer is actually prejudiced by such
failure.    The Buyer shall have the right to direct, through counsel of its own
choosing,  the  defense or settlement of any such claim or proceeding at its own
expense.    If  the  Buyer  elects  to  assume  the defense of any such claim or
proceeding,  the  Buyer  shall  consult  with  the Seller Indemnified Party, the
Seller  Indemnified  Party may participate in such defense, but in such case the
expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified
Party.   The Seller Indemnified Party shall provide the Buyer with access to its
records and personnel relating to any such claim, assertion, event or proceeding
during normal business hours and shall otherwise cooperate with the Buyer in the
defense  or  settlement  thereof,  and  the  Buyer  shall  reimburse  the Seller
Indemnified  Party  for all the reasonable out-of-pocket expenses of such Seller
Indemnified  Party  in  connection therewith.  If the Buyer elects to direct the
defense  of any such claim or proceeding, the Seller Indemnified Party shall not
pay,  or  permit  to  be paid, any part of any claim or demand arising from such
asserted  liability,  unless  the  Buyer  consents in writing to such payment or
unless the Buyer, subject to the last sentence of this Section 8.3(d), withdraws
from  the  defense  of  such asserted liability, or unless a final judgment from
which no appeal may be taken by or on behalf of the Buyer is entered against the
Seller  Indemnified  Party  for such liability.  If the Buyer fails to defend or
if,  after  commencing  or  undertaking  any  such  defense,  the Buyer fails to
prosecute  or  withdraws  from  such defense, the Seller Indemnified Party shall
have  the  right  to undertake the defense or settlement thereof, at the Buyer's
expense.   If the Seller Indemnified Party assumes the defense of any such claim
or  proceeding pursuant to this Section 8.3(d) and proposes to settle such claim
or proceeding prior to a final judgment thereon or to forego appeal with respect
thereto,  then such Seller Indemnified Party shall give the Buyer prompt written
notice  thereof  and  the  Buyer  shall  have  the  right  to participate in the
settlement  or  assume  or  reassume  the  defense  of such claim or proceeding.

(e)          The  Sellers  hereby  acknowledge and agree that from and after the
Closing,  their  sole  and  exclusive  remedy with respect to any and all claims
relating  to  this Agreement shall be pursuant to the indemnification provisions
set  forth  in this Article VIII.  In furtherance of the foregoing and except as
specified herein, the Sellers hereby waive to the fullest extent permitted under
applicable  Law, any and all rights, claims and causes of action relating to the
subject  matter  of  this Agreement that they may have against the Buyer arising
under  or  based  upon  any Law (including, without limitation, any such rights,
claims or causes of action arising under or based upon common law or otherwise).

(f)          Except  as set forth in this Agreement, the Buyer is not making any
representation,  warranty,  covenant  or  agreement  with respect to the matters
contained herein.  Anything herein to the contrary notwithstanding, no breach of
any  representation, warranty, covenant or agreement contained herein shall give
rise  to  any  right  on  the part of the Sellers, after the consummation of the
transactions contemplated by this Agreement, to rescind this Agreement or any of
the  transactions  contemplated  hereby.

(g)      The Buyer shall have no liability under any provision of this Agreement
for  and  in no event shall the Threshold Amount be applied to any consequential
damages.    The  Sellers  shall take all reasonable steps to mitigate Losses for
which  indemnification  may be claimed pursuant to this Agreement upon and after
becoming  aware  of  any event that could reasonably be expected to give rise to
any  such  Losses.

(h)       No indemnification shall be payable to a Seller Indemnified Party with
respect  to claims asserted by such Seller Indemnified Party pursuant to Section
8.3(a)  after  the  Indemnification  Cut-Off  Date.

                                 ARTICLE  IX
                    TERMINATION,  AMENDMENT  AND  WAIVER

Section  9.1  Termination.  This  Agreement  may be terminated:

(a)     at any time, by the mutual written consent of the Sellers and the Buyer;

(b)         by the Sellers if the Closing shall not have occurred on or prior to
March  31, 1999; provided, however, such date may be extended by the Sellers for
additional  time  as  provided in Section 1.4 hereof; provided further, however,
that  the right to terminate this Agreement pursuant to this Section 9.1(b) will
not  be  available  to  Sellers  if, at the time of such termination by Sellers,
their  failure  to  perform  any  of  their obligations under this Agreement has
resulted in the failure of the Closing to occur at the time of such termination,
excluding,  however,  any such failure of the Sellers to so perform any of their
obligations  hereunder that is caused by or is the result of a Buyer's breach of
its  obligations  hereunder  or a failure of the Buyer to satisfy a condition to
the  Sellers'  performance  or  obligation under this Agreement, as set forth in
Section  7.2  hereof;

(c)      by the Sellers (provided that the Sellers are not then in breach of any
representation,  warranty,  covenant  or  other agreement contained herein which
would  cause  the  Sellers to be unable to satisfy the conditions to the Buyer's
performance  set  forth  in  Section 7.3 hereof, excluding however, any Sellers'
breach  which  is  caused  by  or  is  the  result  of  a  Buyer's breach of its
obligations  hereunder  or  a  failure  of  the  Buyer to satisfy a condition to
Sellers' performance or obligation under this Agreement, as set forth in Section
7.2  hereof),  upon  written  notice  to  Buyer,  upon  a material breach of any
representation,  warranty  or covenant of the Buyer contained in this Agreement,
provided  that such breach is not capable of being cured prior to March 31, 1999
(or,  if later, the Closing Date as extended by the Sellers) or, if earlier, has
not been cured within thirty (30) days after the giving of notice thereof by the
Sellers  to  the  Buyer;

(d)      by the Buyer, if the Closing shall not have occurred on or prior to the
latest date to which the Sellers may extend the Closing Date pursuant to Section
1.4  hereof  (including  by  reason  of  the  Sellers'  inability to satisfy the
precondition  to  Buyer's  obligation  under this Agreement set forth in 7.3(d),
Absence  of Certain Breaches; provided, however, that Buyer shall have satisfied
all  conditions  to the Sellers' performance or obligation under this Agreement,
as  set  forth  in  Section 7.2 hereof (except only those conditions to Sellers'
performance  which cannot be satisfied by Buyer as a result of a Sellers' breach
of its obligations hereunder or a failure or inability of the Sellers to satisfy
a  condition  to Buyer's performance or obligation, as set forth in Section 7.3)
and  Buyer  is  prepared,  as of the date of such termination, to satisfy in all
material  respects  its  obligations  under  this  Agreement,  including without
limitation,  Article  I  hereof;

(e)          by  the  Buyer, if the environmental assessments conducted by Buyer
pursuant  to  Section  4.12  reveal  Significant Environmental Liabilities.  For
purposes  of  this  subparagraph,  "Significant Environmental Liabilities" shall
mean  (i)  costs and expenses associated with an obligation or responsibility to
conduct  cleanup, remedial or response actions at the Properties, as required by
Environmental  Law,  (ii)  costs  and  expenses associated with actions that are
necessary  to  come  into  material compliance with Environmental Laws, or (iii)
fines  or  penalties  incurred pursuant to Environmental Laws, provided that all
liabilities  described  in  subsections (i) - (iii) above are, in the aggregate,
reasonably  expected  to  exceed  $10,000,000  over  and  above  any  and  all
Environmental Liabilities and Costs (as defined in Section 2.14 herein) that may
be  associated with the Baseline Condition.  The term "Significant Environmental
Liability"  shall  not  include (i) any actual or potential threats of liability
under  any  Environmental  Law  with respect to an actual or potential liability
identified solely due to the nature of the present or former use of any property
surrounding  the  specific Property, so long as the contamination is not on such
Property  (or,  if  such  contamination  has migrated onto such Property, if the
associated  liability  is  acknowledged  to  be  the obligation of a third-party
unaffiliated  with  the Sellers, which third-party is capable of satisfying such
liability  to  the reasonable satisfaction of the Buyer), (ii) any liability for
cleanup,  remedial  or response actions not required to be performed pursuant to
any Environmental Law, or (iii) any liability for which the responsible party is
reasonably likely to be a party other than an Acquired Company.  For purposes of
this  subparagraph,  "Baseline  Condition"  shall mean any and all environmental
conditions,  including  levels  of hazardous materials, of, at or related to the
Properties  as  established by the reports listed in, or the items disclosed on,
Schedule  2.14  hereof;  or

(f)      by the Sellers if the Sellers decide to enter into a binding definitive
agreement  to  effect  a  Superior Proposal; provided, however, that the Sellers
shall first (i) notify Buyer in writing at least five (5) business days prior to
Sellers  entering  into any binding agreement to effect a Superior Proposal, and
(ii) include in such notice to the Buyer detailed disclosure of all of the terms
and  conditions  of  any  Superior Proposal and the Sellers shall be jointly and
severally  liable  for  any  payment  required  under  Section  9.2(b)  hereof.

Time  shall  be  of  the  essence  for  the  purposes  of  this  Section  9.1.

Section  9.2  Effect  of  Termination.

(a)         In the event of termination of this Agreement as provided in Section
9.1,  this Agreement shall forthwith become void and there shall be no liability
on  the  part of any party hereto except (a) as set forth in Sections 1.2, 2.17,
3.6, 4.4, and Articles 8, 9 and 10, provided, however, that nothing herein shall
relieve  either  party  from  liability  for  any  willful  breach  hereof.

(b)       In the event that on or after the date hereof (provided, however, that
Sellers shall have no such right to terminate this Agreement pursuant to Section
9.1(f)  hereof  at  any  time  after March 31, 1999), any Seller terminates this
Agreement  pursuant  to  the  provisions of Section 9.1(f) hereof, Sellers shall
jointly  or  severally  pay,  or  cause  to  be  paid  to  Buyer  at the time of
termination  of  this  Agreement,  and  Buyer  shall receive (in addition to the
return  of the Deposit (together with interest (if any) actually earned thereon)
contemplated  by  Section 9.2(c) hereof), as liquidated damages and its sole and
exclusive  remedy  therefor,  the  greater of (i) the sum of Twenty-Four Million
U.S.  Dollars  (US$24,000,000.00), or (ii) fifty percent (50%) of the difference
between the Purchase Price under the terms of this Agreement and the total gross
value  of the Superior Proposal accepted by the Sellers, and each party shall be
relieved  and  released  from  any  further  liability and obligation hereunder.
Sellers and the Buyer agree that actual damages accruing from such a termination
of  this Agreement are incapable of precise estimation and would be difficult to
prove,  that  the  payments  stipulated in this Section 9.2(b) bear a reasonable
relationship to the potential injury likely to be sustained in the event of such
a breach and that the stipulated payments are intended by the parties to provide
just  compensation  in the event of such a breach and are not intended to compel
performance  or to constitute a penalty for nonperformance.  If the Sellers fail
to  pay  promptly  to  the  Buyer any amounts due under this Section 9.2(b), the
Sellers  shall  be jointly and severally obligated to pay all costs and expenses
(including legal fees and expenses) in connection with any action, including the
filing  of any lawsuit or other legal action, taken to collect payment, together
with  interest  on the amount of any unpaid amount from the date such amount was
required to be paid at an interest rate equal to the prime rate published by The
Wall  Street Journal from time to time.  The parties hereby acknowledge that the
agreements  contained  in  this  Section  9.2(b)  are  an  integral  part of the
transactions  contemplated  by  this  Agreement.

(c)         Upon termination of this Agreement by the parties hereto pursuant to
Section  9.1(a),  by the Sellers pursuant to Section 9.1(f) or by Buyer pursuant
to  Section  9.1(d)  or  9.1(e),  Buyer  shall  be entitled, pursuant to Section
1.2(a)(i)  hereof,  to  the  return  of  the  Deposit  and all interest (if any)
actually  earned  thereon and such return, except as provided in Section 9.2(b),
shall  constitute  Buyer's  sole  and exclusive remedy for any such termination.

(d)         Upon termination by the Sellers pursuant to Section 9.1(b) or 9.1(c)
hereof,  the  Deposit and all interest (if any) actually earned thereon shall be
delivered  when,  as  and if permitted by Sections 1.2(a)(ii), 1.2(b) and 1.2(c)
hereof.

Section  9.3        Waiver.  At any time prior to the Closing, the Buyer and the
Sellers  hereto  may  (a)  extend  the  time  for  the performance of any of the
obligations  or other acts of the other party hereto, (b) waive any inaccuracies
in  the representations and warranties of the other party contained herein or in
any  document  delivered  by  the  other  party  pursuant  hereto  or  (c) waive
compliance  with  any  of the agreements of the other party or conditions to its
own  obligations  contained herein.  Any such extension or waiver shall be valid
only  if  set  forth in an instrument in writing signed by the party to be bound
thereby.  Waiver of any term or condition of this Agreement by a party shall not
be  construed as a waiver of any subsequent breach or waiver of the same term or
condition  by  such  party,  or  a waiver of any other term or condition of this
Agreement  by  such party.  The failure of any party to assert any of its rights
hereunder  shall  not  constitute  a  waiver  of  any  such  rights.

                                 ARTICLE  X
                           GENERAL  PROVISIONS

Section  10.1         Notices.  All notices, requests, claims, demands and other
communications  under this Agreement will be in writing and will be deemed given
if  delivered  personally,  sent  by  overnight  courier  (providing  proof  of
delivery),  or  via  facsimile  to the parties at the following addresses (or at
such  other  address  for  a  party  as  specified  by  like  notice):

(a) if  to  REITCO,  to:

Meditrust Corporation
197 First Avenue
Suite 300
Needham, MA  02194
Attn:  President
Facsimile (781) 433-1235

with copies to:

Meditrust Corporation
197 First Avenue
Suite 100
Needham, MA  02194
Attn:  General Counsel
Facsimile (781) 433-1224

and

Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA  02109
Attn:  Gilbert G. Menna, P.C.
Facsimile  (617)  523-1231

and

Goodwin, Procter & Hoar LLP
599 Lexington Avenue
New York, NY  10022
Attn:  Ross D. Gillman, Esq.
Facsimile (212) 355-3333

(b)  if to Operating Company, to:

Meditrust Operating Company
197 First Avenue
Suite 100
Needham, MA  02194
Attn:  President
Facsimile: (781) 433-1235

with copies to:

Meditrust Corporation
197 First Avenue
Suite 300
Needham, MA 02194
Attn:  General Counsel
Facsimile (781) 433-1224

and

Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA  02109
Attn:  Gilbert G. Menna,  P.C.
Facsimile (617) 523-1231

and

Goodwin, Procter & Hoar LLP
599 Lexington Avenue
New York, NY  10022
Attn:  Ross D. Gillman, Esq.
Facsimile (212) 355-3333

(c)  if to the Buyer, to:

Golf Acquisitions, L.L.C.
3030 LBJ Freeway, Suite 700
Dallas, Texas 75234-7703
Attn:  Chief Executive Officer
Facsimile: (972) 888-7788

with a copy to:

ClubCorp, Inc.
3030 LBJ Freeway, Suite 700
Dallas, Texas 75234-7703
Attn:  General Counsel
Facsimile:  (972) 888-7717

and a copy to:

Munsch, Hardt, Kopf & Harr
1445 Ross Avenue
4000 Fountain Place
Dallas, Texas 75202
Attn: John Rutherford, Esq.
Facsimile:  (214) 855-7584


Section  10.2  Certain  Definitions.  For  purposes of this Agreement:

(a)          An  "Affiliate" of any Person means another Person that directly or
indirectly,  through  one or more intermediaries, controls, is controlled by, or
is  under  common  control  with,  such  first  Person;

(b)       "Business Day" means any day that is not a Saturday, a Sunday or other
day  on which banks are required by law to be closed in New York City or Boston,
Massachusetts;

(c)          "Encumbrance"  means  any security interest, pledge, mortgage, lien
(including without limitation, environmental and tax liens), charge, encumbrance
adverse  claim,  preferential  arrangement  or  restriction  of  any  kind;

(d)        "Losses" of a Person means any and all losses, liabilities (including
liabilities  for  Taxes), damages, claims, awards, judgments, costs and expenses
(including, without limitation, reasonable attorneys' fees) actually suffered or
incurred  by  such  Person;

(e)          "Person"  means  an  individual,  corporation, partnership, limited
liability  company,  joint  venture,  association,  trust,  unincorporated
organization  or  other  entity;  and

(f)          a "Subsidiary" of any Person means another Person, an amount of the
voting  securities,  other  voting  ownership or voting partnership interests of
which  is  sufficient  to elect at least a majority of its Board of Directors or
other  governing body (or, if there are no such voting interests, 50% or more of
the  equity  interests  of  which) is owned directly or indirectly by such first
Person.    A  "Significant  Subsidiary"  means  any  subsidiary  of the Buyer or
Sellers, as the case may be, that would constitute a "significant subsidiary" of
such  party  within  the  meaning  of  Rule  1-02  of Regulation S-X of the SEC.

Section  10.3     Interpretation.  When a reference is made in this Agreement to
an  Article,  Section, Annex or Exhibit, such reference will be to an Article or
Section  of,  or  an  Annex  or  Exhibit  to,  this  Agreement  unless otherwise
indicated.    The table of contents and headings contained in this Agreement are
for  reference  purposes  only  and  will  not  affect in any way the meaning or
interpretation  of  this Agreement.  Whenever the words "include", "includes" or
"including"  are  used  in this Agreement, they will be deemed to be followed by
the  words  "without  limitation".  The words "hereof", "herein" and "hereunder"
and  words  of  similar  import  when  used in this Agreement will refer to this
Agreement as a whole and not to any particular provision of this Agreement.  All
terms  used  herein  with  initial capital letters have the meanings ascribed to
them  herein  and  all  terms  defined  in this Agreement will have such defined
meanings  when  used  in  any  certificate  or  other document made or delivered
pursuant  hereto unless otherwise defined therein.  The definitions contained in
this  Agreement  are  applicable  to the singular as well as the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders of
such  term.   Any agreement, instrument or statute defined or referred to herein
or  in  any  agreement  or  instrument  that  is  referred  to herein means such
agreement,  instrument  or  statute  as  from  time to time amended, modified or
supplemented,  including (in the case of agreements or instruments) by waiver or
consent  and  (in  the  case  of statutes) by succession of comparable successor
statutes  and references to all attachments thereto and instruments incorporated
therein.    References  to  a  Person  are  also to its permitted successors and
assigns.

Section  10.4       Counterparts.  This Agreement may be executed in one or more
counterparts,  all  of  which  will be considered one and the same agreement and
will  become effective when one or more counterparts have been signed by each of
the  parties  and  delivered  to  the  other  parties.

Section  10.5      Entire Agreement; No Third-Party Beneficiaries; Severability.
This  Agreement  (including  the  documents and instruments referred to herein),
together  with  the Confidentiality Agreement, constitutes the entire agreement,
and  supersedes  all  prior  agreements  and  understandings  (except  for  the
Confidentiality  Agreement),  both  written  and  oral,  among  the parties with
respect  to  the  subject  matter  of this Agreement.  If any term, condition or
other  provision  of this Agreement is found to be invalid, illegal or incapable
of  being  enforced  by  virtue  of  any  rule  of  law,  public policy or court
determination,  all  other  terms,  conditions  and provisions of this Agreement
shall  nevertheless  remain  in  full  force  and  effect.

Section 10.6    Amendment.  This Agreement may not be amended or modified except
(a)  by an instrument in writing signed by, or on behalf of, the Sellers and the
Buyer  or  (b)  by  a  waiver  in  accordance  with  Section  9.3.

Section  10.7         Governing  Law.    This Agreement will be governed by, and
construed  in  accordance  with,  the  internal  laws  of  The  Commonwealth  of
Massachusetts  regardless  of  the  laws  that  might  otherwise  govern  under
applicable  principles  of  conflict  of  laws.

Section  10.8         Assignment.  Neither this Agreement nor any of the rights,
interests  or  obligations  under this Agreement may be assigned, in whole or in
part,  by  operation of law or otherwise by either of the parties hereto without
the  prior  written  consent of the other party.  Any assignment in violation of
the  preceding  sentence  will be void.  Subject to the preceding sentence, this
Agreement  will be binding upon, inure to the benefit of, and be enforceable by,
the  parties  and  their  respective successors and assigns.  The parties hereto
acknowledge  and  agree  that  the  rights, interests and obligations under this
Agreement  shall  remain,  in the case of REITCO, exclusively with REITCO in the
event  REITCO  spins-off  its health care financing business as disclosed by the
Sellers  in  a  press  release  issued  November  12,  1998.

Section  10.9    Expenses.  Except as otherwise specified in this Agreement, all
costs  and  expenses,  including,  without limitation, fees and disbursements of
counsel,  financial  advisors  and accountants, incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the Buyer or
the  Sellers,  as  applicable, incurring such costs and expenses, whether or not
the  Closing shall have occurred; provided, however, that, in the event a filing
or  filings  of  a  Notification  Form  pursuant to the HSR Act is required, any
filing  fee  or  fees due in connection therewith shall be shared equally by the
parties  hereto.


[Remainder  of  page  intentionally  left  blank]

IN  WITNESS  WHEREOF, Meditrust Corporation, Meditrust Operating Company and the
Buyer  have  caused  this  Agreement  to  be signed by their respective officers
thereunto  duly  authorized,  all  as  of  the  date  first  written  above.


MEDITRUST CORPORATION


By:     /s/Michael  S.  Benjamin
Name:   Michael  S.  Benjamin
Title:  Senior  Vice  President


MEDITRUST  OPERATING  COMPANY


By:     /s/William  C.  Baker
Name:   William  C.  Baker
Title:  President


GOLF ACQUISITIONS, L.L.C.


By:     /s/Robert  H.  Dedman,  Jr.
Name:   Robert  H.  Dedman,  Jr.
Title:  Chief  Executive  Officer