SEVERANCE AND CONSULTING AGREEMENT

Exhibit 10.3

SEVERANCE AND CONSULTING AGREEMENT

        This Severance and Consulting Agreement (the "Agreement") is made and entered into by and between Golf Trust of America, Inc. (the "Company") and Tracy S. Clifford (the "Employee").

         WHEREAS , the Employee is currently employed by the Company as its Principal Accounting Officer and Secretary;

         WHEREAS , the Company and the Employee have previously entered into a severance arrangement pursuant to that certain letter agreement, dated February 9, 2001, as amended as of January 1, 2005 (as amended, the "Severance Letter"); and

         WHEREAS , the Company and the Employee acknowledge that the Company's circumstances have changed significantly since the Severance Letter became effective and desire to establish a new severance and consulting arrangement that reflects the Company's current circumstances and ensures that the services of the Employee will continue to be available to the Company;

         NOW, THEREFORE , for and in consideration of the mutual promises set forth below, it is hereby agreed by and between the Company and the Employee as follows:

I.

Severance

        1.      Employment .    Unless terminated earlier by either party, Employee's employment with the Company will continue through December 31, 2007 under the terms and with the duties and responsibilities as in effect on the date hereof, and Employee will receive her regular compensation and employee benefits through that date in accordance with the Company's regular payroll practices, plus a lump sum payment for any accrued but unused vacation time as soon as practicable after the date of termination of employment. For purposes of clarity, the Company and the Employee acknowledge and agree that the Employee's duties and responsibilities prior to December 31, 2007 will primarily involve the tasks previously performed by the Employee under the Company's Plan of Liquidation and Dissolution (the "POL") and not include new duties and responsibilities related to the Company's new strategic direction should the POL be terminated by the Company's stockholders at the Special Meeting of Stockholders to be held on November 8, 2007 (other than the transition from liquidation accounting to going concern accounting). If the POL is not terminated, the Employee's employment with the Company will continue on an at-will basis after December 31 2007 until terminated by either party. The Company will give the Employee 30 days prior written notice of any termination of employment by the Company.

        2.      Severance Payment Initiation .    The Company will pay to the Employee a severance benefit of 18 months of salary based on the Employee's salary level in effect on the date hereof, payable over the 9-month period beginning as of October 1, 2007 and ending on June 30, 2008 and in accordance with the Company's regular payroll practices. In addition, the Company will pay to the Employee an amount equal to the Company's employer portion of the premiums and other payments for individual and dependent medical, dental and other employee benefits, payable monthly for the 9-month period between October 1, 2007 and June 30, 2008 and in accordance with the Company's regular payroll practices.

        3.      Termination of Severance Payments .    The payments set forth in Section 2 above will continue in the event that the Employee is terminated by the Company other than termination resulting from a material breach of this Agreement by the Employee. The payments set forth in Section 2 will terminate upon the Employee's voluntary termination of her employment prior to December 31, 2007, other than any such termination resulting from a material change in the Employee's terms of employment and duties and responsibilities as set forth in Section 1 above, or the Employee's voluntary termination of the Services (as defined below). For purposes of clarity, the Employee's disability or death shall not be deemed to be a voluntary termination of employment by the Employee or a material breach of this Agreement by the Employee.

        4.      Corporate Transaction .    If the Company consummates a merger, consolidation, sale of all or substantially all of its assets or any similar transaction with an unaffiliated third party prior to June 30, 2008, the payments due under Section 2 hereof shall become immediately due and payable in full and shall be paid in a lump sum to the Employee at or prior to the consummation of such transaction.

        5.      Termination of Severance Letter .    The Company and the Employee hereby agree that the Severance Letter will terminate upon the execution of this Agreement.

        6.      D&O Insurance .    The Company hereby agrees to maintain in full force and effect, for a period of no less than ten years from the date of this Agreement, a directors' and officers' insurance policy (a "D&O Policy") with terms and conditions no less favorable than, and with coverage limits no less than, GTA's D&O Policy currently in effect, to wit, the Management Liability and Company Reimbursement Insurance Policy (with endorsements)