FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

EXHIBIT 10.48

First Amendment to Stock Purchase Agreement dated as of

August 30, 2006 amending the Stock Purchase Agreement dated as of

August 23, 2006 between CNL Income Partners, LP and Heritage Golf Group, LLC

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (“First Amendment”), dated for reference purposes as of the 30^th day of August, 2006, by and between CNL INCOME PARTNERS, L.P., a Delaware limited partnership (“CIP”), and HERITAGE GOLF GROUP, LLC, a Delaware limited liability company (“Heritage”), constitutes an amendment to that certain Stock Purchase Agreement, dated for reference purposes as of August 23, 2006, by and between CIP and Heritage (the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement.

In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CIP and Heritage agree as follows:

1. Talega Construction Budget. All references in the Purchase Agreement to the Talega Construction Budget to be attached as Exhibit “A” to the Purchase Agreement shall mean and refer to the Talega Construction Budget attached hereto as Exhibit “A.”

2. Disclosure Statement. All references in the Purchase Agreement to the Disclosure Statement to be attached as Exhibit “B” to the Purchase Agreement shall mean and refer to the Disclosure Statement attached hereto as Exhibit “B.”

3. References. All references in the Purchase Agreement to the “Purchase Agreement” shall mean the Purchase Agreement, as amended by this First Amendment.

4. Full Force and Effect. Except as expressly provided in this First Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

5. Capitalized Terms. Capitalized terms not separately defined in this First Amendment shall bear the meaning assigned thereto in the Purchase Agreement.

6. Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of CIP and Heritage and their respective successors and assigns.

7. Incorporation of Miscellaneous Provisions. All of the Miscellaneous Provisions under Article 14 of the Purchase Agreement are hereby incorporated by reference in this First Amendment as if set forth in full herein. In connection with the foregoing, all references in each such Miscellaneous Provision to the term “Agreement” are hereby deleted in their entirety and the term “First Amendment” is hereby substituted in lieu thereof.

8. Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same agreement.

[Signature page to follow.]

IN WITNESS WHEREOF, CIP and Heritage have executed this First Amendment as of the date first set forth above.

CIP:
CNL INCOME PARTNERS, LP, a Delaware limited partnership
By:		CNL Income GP Corp., a Delaware corporation, its general partner
		By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		VP & Corporate Counsel
HERITAGE:
HERITAGE GOLF GROUP, LLC, a Delaware limited liability company
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Executive Vice President