5.A1 Operations & Management Agreement

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7.7 Other Employment Matters. Manager shall be responsible for compliance with all laws, regulations and tax requirements relative to payroll and employment of the Golf Course' employees, with all such expenses to be considered operating expenses of the Golf Course and covered from the Operating Accounts or other funds provided by Owner. Manager shall be responsible for resolving any issues related to employee compensation, unemployment claims and benefits, and all related expenses, including attorneys' fees or other litigation expenses as approved by Owner, shall be operating expenses of the Golf Course. Manager shall be responsible for providing (either directly or through a professional services subcontractor or employee leasing company) Workers Compensation & Employers Liability Insurance and any Statutory Disability Coverage as may be required by State regulatory authorities for the employees of the Golf Course. The cost of such coverage shall be an operating expense of the Golf Course and shall be included in the Annual Operating Budget. Owner covenants that it shall not, during the term of this Agreement or for a period of one year after the expiration of the term hereof, employ or offer to employ, at or in connection with the Golf Course, or at any other Golf Course or facilities of Owner, any personnel of Manager without the prior written consent of Manager, which consent may be withheld in the sole discretion of Manager. 7.8 Mortgages. Nothing herein contained shall prevent Owner from causing the Golf Course or any portion thereof from being encumbered by a bond, mortgage, deed of trust or trust deed in the nature of a mortgage. Manager shall use diligent efforts to cause the operation of the Golf Course to comply with all terms, conditions, covenants and obligations contained in any bond, mortgage or loan agreement related to the Golf Course, including, without limitation, the obligation to prepare and deliver required financial statements and materials with respect to the Golf Course, or any substitute therefore of which Manager is made aware. The rights of Manager under this Agreement to receive payment of management fees and reimbursement of expenses shall not be subordinated to the rights of any lender. SECTION 8 INSURANCE 8.1 Insurance Policies on the Golf Course. Owner shall provide for all insurance coverage on the Golf Course at Owner's expense. All insurance shall be obtained from financially sound and reputable companies, with amounts and types of coverage no less than those normally secured by Owners of comparable golf course properties in comparable locations. Owner will include Manager as an additional insured on a primary and non-contributory basis on Owner's commercial general liability, commercial automobile and umbrella liability policies. Owner shall be responsible, at no additional -17-