EXHIBIT 10.8.2 FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT

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Exhibit 10.8.2

Prepared by and return to:
Lee E. Nelson, Esq.
P. O. Box 380
Tampa FL 33601

FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT

        THIS FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT (this "First Amendment") is made as of the 11 ^th day of March, 2005, by and among, PARCEL F, LLC , a Florida limited liability company, formerly known as Innisbrook F, LLC ("Parcel F Purchaser") and GOLF HOST RESORTS, INC. , a Colorado corporation ("Golf Host") and is consented to by GOLF TRUST OF AMERICA, L.P. , a Delaware limited partnership ("GTA").

        THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts,

A.

The parties entered into the Parcel F Development Agreement recorded in OR Book 13469, Page 480 of the Public Records of Pinellas County, Florida (the "Development Agreement").

B.

The exhibit attached as Exhibit E to the Development Agreement depicting Mill Ridge Road was a temporary exhibit and the parties desire to substitute a corrected Exhibit E.

C.

The legal description for the Parcel F Access Road attached as Exhibit F to the Development Agreement contained a scrivener's error and the parties desire to correct the scrivener's error.

        NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration the receipt of which and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.     Mill Ridge Road.     Exhibit E to the Development Agreement is deleted in its entirety and Exhibit E to this Amendment [U.S. Surveyor dated November 18, 2004] is inserted as Exhibit E to the Development Agreement. The parties agree that the legal description contained in revised Exhibit E is a general description of Mill Ridge Road and in the event of any discrepancy between the legal description contained in Exhibit E and the actual physical location of Mill Ridge Road, the physical location of Mill Ridge Road controls.

        2.     Parcel F Access Road Legal Description.     Exhibit F to the Development Agreement is deleted in its entirety and Exhibit F to this Amendment [King Engineering dated March 11, 2005] is inserted as Exhibit F to the Development Agreement.

        3.     Full Force and Effect.     Except as expressly provided herein, all other terms and conditions of the Development Agreement remain the same and in full force and effect.

        IN WITNESS WHEREOF, t