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                                                                   EXHIBIT 10(f)


                                 LOAN AGREEMENT




                                     between




                        RESOURCES PENSION SHARES 5, L.P.
                                     Lender



                                       and



                        OLIVEYE HOTEL LIMITED PARTNERSHIP
                                    Borrower




                         Dated: as of October ___, 1997




                               Property Location:

                             The Crowne Plaza Hotel
                              15 West Sixth Street
                                Cincinnati, Ohio











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<PAGE>
                                 LOAN AGREEMENT


                  This LOAN AGREEMENT (this "Agreement") dated as of October 31,
1997,  between OLIVEYE HOTEL LIMITED  PARTNERSHIP,  an Ohio limited  partnership
having an address c/o  Continental  Realty  Corp.,  One Boca Plaza,  2255 Glades
Road, 223 Atrium, Boca Raton, Florida 33431 ("Borrower"),  and RESOURCES PENSION
SHARES 5, L.P.,  a Delaware  limited  partnership  having an address c/o Wexford
Management  LLC,  at  411  West  Putnam  Avenue,  Greenwich,  Connecticut  06830
("Lender").

                              W I T N E S S E T H:

                  WHEREAS,  Lender  is  concurrently  herewith  making a loan to
Borrower in the original  principal amount of $6,500,000 (the "Loan") secured by
a mortgage lien on, and security interest in, Borrower's  interest in and to the
real and personal  property  comprising  the hotel  commonly known as the Crowne
Plaza Hotel  located at 15 West Sixth  Street,  Cincinnati,  Ohio (such real and
personal property as more particularly  described in and defined in the Mortgage
(as defined below) sometimes referred to herein as the "Mortgaged Property");

                  WHEREAS,  the Loan is to be  evidenced  by a certain  Mortgage
Note  dated the date  hereof  made by  Borrower  in favor of Lender  (hereafter,
together  with  any  and  all  subsequent  renewals,  extension,  substitutions,
modifications and  consolidations of the indebtedness  evidenced by the Mortgage
Note,  sometimes  referred to as the  "Note") and to be secured by,  among other
things,  (i) an Open-End  Mortgage,  Assignment of Leases and Rents and Security
Agreement  dated as of the date  hereof  from  Borrower  to  Lender  (hereafter,
together with any and all subsequent restatements,  amendments,  supplements and
modifications  thereof,  sometimes  referred  to as  the  "Mortgage");  (ii)  an
Assignment  of Leases and Rents  dated as of the date  hereof  from  Borrower to
Lender   (hereafter,   together  with  any  and  all  subsequent   restatements,
amendments,  supplements and modifications thereof, sometimes referred to as the
"Assignment");  (iii) an Environmental  Indemnity Agreement dated as of the date
hereof from Borrower,  Oliveye Office Limited Partnership ("Oliveye Office") and
Emanuel Organek ("Organek") in favor of Lender (hereafter, together with any and
all subsequent restatements,  amendments, supplements and modifications thereof,
sometimes  referred  to as  the  "Environmental  Agreement");  (iv)  a  Security
Agreement  dated as of the date  hereof  from  Borrower  to  Lender  (hereafter,
together with any and all subsequent restatements,  amendments,  supplements and
modifications thereof,  sometimes referred to as the "Security Agreement");  (v)
an  Assignment of  Contracts,  Licenses,  Permits,  Agreements,  Warranties  and
Approvals  dated as of the date  hereof  from  Borrower  to  Lender  (hereafter,
together with any and all subsequent restatements,  amendments,  supplements and
modifications  thereof,  sometimes  referred to as the "Contracts  Assignment");
(vi) an Improvements  Escrow and Security  Agreement dated as of the date hereof
from  Borrower  in  favor  of  Lender  (hereafter,  together  with  any  and all
subsequent  restatements,  amendments,  supplements and  modifications  thereof,
sometimes  referred to as the  "Improvements  Escrow  Agreement");  (vii) a Note
Payment Reserve and Security Agreement dated as of the date hereof from Borrower
in  favor  of  Lender   (hereafter,   together  with  any  and  all   subsequent
restatements,  amendments,  supplements  and  modifications  thereof,  sometimes
referred to as the "Note Payment  Reserve  Agreement")  and (viii) UCC Financing
<PAGE>
Statements  executed by Borrower,  as debtor,  and Lender,  as secured party, to
perfect  the  security  interests  granted  in the  Mortgage  and  the  Security
Agreement (the "Financing  Statements");  the Note,  this Agreement,  all of the
foregoing  security  documents and all other documents  executed or delivered in
connection  with  the  Loan  (including,   without   limitation,   any  and  all
restatements,  amendments,  supplements and  modifications of any such documents
hereafter executed or delivered in connection with the Loan,  collectively,  the
"Loan Documents"); and

                  WHEREAS,  Lender and  Borrower  have agreed to enter into this
Agreement to memorialize their  understanding  regarding their respective rights
and obligations in respect of the Loan.

                  NOW, THEREFORE, in consideration of the making of the Loan and
the  covenants,  agreements,  representations  and  warranties set forth in this
Agreement, the parties hereby covenant, agree, represent and warrant as follows:

                  1.       Defined Terms

                  Capitalized  terms not otherwise defined herein shall have the
meanings  ascribed to them in the Mortgage.  In addition,  the  following  terms
shall have the following meanings:

                  "Affiliate" shall mean with respect to the person in question,
any immediate  family member of such person (if a natural person) and any person
that directly, or indirectly through one or more intermediaries,  controls or is
controlled  by or under common  control  with such  person.  For purposes of the
foregoing,  "control"  shall mean the  possession  directly or indirectly of the
power to direct or cause the direction of the  management  policies of a person,
whether  through the ownership of voting  securities,  by contract or otherwise,
and the terms  "controlling"  and "controlled"  shall have meanings  correlative
thereto.

                  "Closing  Date"  shall  mean the date  upon  which the Loan is
closed and the proceeds thereof paid by Lender to Borrower pursuant to the terms
of this Agreement, the Note and the other Loan Documents.

                  "Debt Service  Coverage Ratio" shall mean the ratio of (i) the
NOI produced by the  operation of the Mortgaged  Property  during the 6 calendar
month  period  immediately  preceding  the  calculation  to(ii) the  payments of
principal  and  interest  due under this Loan  Agreement  and the Note for the 6
calendar month period immediately following the calculation.  For the purpose of
determining  Debt Service  Coverage Ratio,  the then balance of the Note Payment
Reserve  established  under  Section 6 below shall be treated as part of NOI for
the 6 calendar month period immediately preceding the calculation.

                  "Default  Rate"  means the rate of interest  payable  from and
after the occurrence of an Event of Default,  as more particularly  described in
the Note.

                  "Expenses" means the aggregate of the following items actually
incurred and paid by Borrower  during the 6 month period for which the NOI is to
be calculated (except that capital expenses and reserves set forth in subsection
(viii)  below  shall  be  adjusted  to  reflect  projected  adjustments  for the
subsequent  6 month  period  beginning  on the  date on  which  the NOI is to be
calculated):
<PAGE>

                           (i) Taxes and Other Charges;

                           (ii) sales, use and personal property taxes;

                           (iii)  management  fees of not  less  than  two  (2%)
         percent of the gross income derived from the operation of the Mortgaged
         Property and disbursements;

                           (iv) wages,  salaries,  pension  costs and all fringe
         and other employee-related benefits and expenses;

                           (v)  franchise  fees and  other  fees due  under  the
         Franchise Agreement;

                           (vi) Insurance Premiums;

                           (vii)   the  cost  of   utilities,   and  all   other
         administrative,   management,   ownership,   operating,   leasing   and
         maintenance  expenses  incurred in connection with the operation of the
         Mortgaged Property;

                           (viii) the cost of necessary repair or replacement of
         existing  improvements  on  the  Mortgaged  Property  with  repairs  or
         replacements  of like kind and quality or such kind or quality  that is
         necessary to maintain the Mortgaged  Property to the same  standards as
         competitive  properties  of similar size and location to the  Mortgaged
         Property or that are required  under the Franchise  Agreement  together
         with  adequate  reserves  for the  repair  and  replacement  of capital
         improvements on the Mortgaged Property;

                           (ix)  the  cost  of  replacement  of  Equipment  with
         Equipment  of like kind and quality or of such kind or quality  that is
         necessary to maintain the Mortgaged  Property to the same  standards as
         competitive  properties  of similar size and location to the  Mortgaged
         Property or that are required under the Franchise Agreement;

                           (x) the cost of any other maintenance materials, HVAC
         repairs, parts and supplies, and equipment;

                           (xi) any and all  condominium  fees,  assessments and
         expenses paid by Borrower with regard to the Mortgaged Property; and

                           (xii)  all   replacement   reserves   established  by
         Borrower for capital and non-capital  items as are normally required to
         be maintained with regard to the operation of a hotel.

                  "Franchise  Agreement"  means the  Holiday  Inn  Crowne  Plaza
Conversion  License  Agreement  dated  September  30,1994  between  Borrower and
Holiday Inns Franchising,  Inc.  (together with such amendments,  supplements or
modifications  thereto as may be approved by Lender) or any subsequent franchise
agreement  which  Borrower  enters  into with  another  franchisor,  subject  to
Lender's  express,  prior  written  approval  thereof,  in its sole and absolute
discretion,  pursuant  to which  Borrower  has the  right to  operate  the hotel
located on the Mortgaged Property under a name and/or hotel system controlled by
such franchisor.
<PAGE>
                  "Franchisor"  means  Holiday Inns  Franchising,  Inc.,  or any
other  Franchisor  with which  Borrower has entered into a Franchise  Agreement,
subject to Lender's express,  prior written approval of such Franchisor,  in its
sole  and  absolute  discretion,  with  regard  to  operating  the  Hotel on the
Mortgaged  Property  under  a  name  and/or  hotel  system  controlled  by  such
Franchisor.

                  "Indemnitor" means each of Organek and Oliveye Office.

                  "Loan-to-Value  Ratio" means the ratio of: (i) the Debt,  plus
all  other  debt (or  other  liquidated  economic  obligations)  which  are then
outstanding and secured by the Mortgaged  Property,  to (ii) the appraised value
of the Mortgaged Property as estimated by an appraiser reasonably  acceptable to
Lender.

                  "Management   Agreement"  shall  mean  one  of  the  following
(depending  upon which one of the  following  such  management  agreements is in
effect at the relevant time):

                           (i)  the  existing  Hotel  Management  Agreement,  in
         effect as of the date of this  Agreement,  by and between  Borrower and
         Cincinnati   Innkeepers,   Inc.,  an  Ohio   corporation   ("Cincinnati
         Innkeepers")  dated October 16, 1994,  relating to the operation of the
         Hotel located on the Mortgaged Property by Cincinnati  Innkeepers (this
         Management Agreement shall be hereinafter  individually  referred to as
         the "Existing Management Agreement"); and

                           (ii) the new Management  Agreement  which Borrower is
         covenanting in this Agreement to make and enter into within one hundred
         twenty  (120) days  after the date of this  Agreement  (which  such new
         Management  Agreement  shall be in form and substance  satisfactory  to
         Lender, in its sole and absolute discretion,  and subject to its prior,
         written  approval  thereof)  with a new  experienced  third party hotel
         management  company other than Cincinnati  Innkeepers,  Inc., or any of
         its  Affiliates,  (the "New  Manager") as to which Lender has given its
         prior, written approval, in its sole and absolute discretion,  pursuant
         to which  such New  Manager  will  operate  the  Hotel  located  on the
         Mortgaged  Property in lieu and instead of Cincinnati  Innkeepers (this
         new Management Agreement to be hereinafter entered into by the Borrower
         and such New Manager shall be hereinafter  individually  referred to as
         the "New Management Agreement").

                  "NOI" means the gross income derived from the operation of the
Mortgaged  Property less  Expenses.  NOI shall include only Rents and such other
income,  including  any rent loss,  business  interruption  or  business  income
insurance proceeds,  vending or concession income, late fees, forfeited security
deposits and other miscellaneous tenant charges, which are actually received and
Expenses actually incurred and paid during the period for which the NOI is being
calculated,  as set forth on operating  statements  satisfactory to Lender.  NOI
shall be  calculated  on a cash  basis in  accordance  with  generally  accepted
accounting  principles  consistently  applied,  based on the  Uniform  System of
Accounts.

                  "Second Mortgage  Security  Documents" means  collectively any
promissory note, second mortgage encumbering the Mortgaged Property and any such
other documents hereafter granted, executed and delivered by Borrower to the New
Manager,  or its Affiliates as a second  mortgage lender to secure the repayment
<PAGE>
of a certain  second  mortgage loan  hereafter  made by the New Manager,  or its
Affiliate to Borrower  pursuant to the permission  granted to Borrower to obtain
such a second  mortgage  loan,  subject to Lender's prior approval of the terms,
conditions  and  documentation  thereof,  in accordance  with the  provisions of
Section 10(d) of this  Agreement,  below,  up to a maximum  principal  amount of
$2,050,000 ("Second Mortgage Loan"), including,  without limitation, any and all
restatements,  amendments,  supplements and  modifications of any such documents
hereafter executed or delivered in connection with the Second Mortgage Loan.

                    "Uniform System of Accounts" has the meaning set forth
in Section 9(f) hereof.

                  2.       Conditions of Closing and Disbursement

                  Lender's  obligation  to  close  the  Loan  and  disburse  the
proceeds  thereof is subject to the  fulfillment to Lender's  satisfaction on or
before the Closing Date of each of the following conditions:

                  (a) Execution and Delivery of Loan Documents. Each of the Loan
Documents,  in form and substance satisfactory to Lender in its sole discretion,
shall  have  been  duly  authorized,  executed  and  delivered  to Lender by the
respective parties thereto.

                  (b)  Recording  and Filing.  The Mortgage  and the  Assignment
shall have been duly recorded in the Office of the Recorder of Hamilton  County,
Ohio and any other  offices in which such filing is  necessary in order to cause
such  documents  to be  enforceable  as against  third  parties and to cause the
Mortgage to be a valid first lien upon the Mortgaged Property and the Assignment
to be a valid first  assignment  of leases,  rents,  income and profits from the
Mortgaged Property subject only to those easements,  agreements and restrictions
which have been approved by the Lender and are set forth in the Title Policy (as
defined in Section 2(c) below) (the  "Permitted  Encumbrances").  The  Financing
Statements  shall  have been duly filed in any  offices in which such  filing is
necessary in order to perfect the security  interests  granted in the  Mortgage,
the Security Agreement and other Loan Documents.

                  (c)  Title  Evidence.  Lender  shall  have  received  a  title
insurance  policy  (the "Title  Policy")  which  complies  with  Lender's  title
insurance  requirements and which is issued by Lawyer's Title Insurance  Company
(the "Title Company") through Insured Land Title Agency Limited Partnership (the
"Title  Agent")  setting  forth in  Schedule  B,  Section  II  thereof  only the
Permitted  Encumbrances  with an ALTA Endorsement Form 6 (Variable Rate Mortgage
Endorsement),  an access endorsement, a comprehensive endorsement, a condominium
endorsement,   a  survey  endorsement,  a  tax  sale  endorsement  and  a  usury
endorsement  and such other  endorsements  as Lender  shall  require in its sole
discretion,  insuring  the lien of the Mortgage  with  respect to the  Mortgaged
Property.  Lender  shall  also have  received  UCC search  reports,  in form and
substance  satisfactory  to  Lender,  from each  office  in which the  Financing
Statements  are filed in  accordance  with Section 2(a) hereof,  showing that no
financing  statements have been filed with respect to the collateral  covered by
the Financing Statements.

                  (d) Opinion of Counsel. Lender shall have received a favorable
opinion of counsel from counsel to Borrower  acceptable  to Lender,  in form and
substance acceptable to Lender,  addressed to Lender relating to such matters as
Lender may require,  which shall be  substantially  in the form attached to this
Agreement as Schedule 1.
<PAGE>
                  (e)  Survey.  Lender  shall  have  received  a  survey  of the
Mortgaged Property in form and substance satisfactory to Lender and certified to
Lender,  the Title  Agent and the Title  Company by an  independent  surveyor or
engineer  licensed by the State of Ohio,  selected by Borrower and acceptable to
Lender,  showing the matters required to be shown by the Minimum Standard Detail
Requirements for Land Title Surveys promulgated by the American Land Title
Association  and the  American  Congress  of  Surveying  and  Mapping  in  1992,
including items 1, 3, 4, 6, 7(a), 7(b)(1),  7(c), 8, 9, 10, 11 and 13 of Table A
thereof and complying with the accuracy  requirements  for an urban survey.  The
survey shall in all respects be satisfactory to Lender,  the Title Agent and the
Title Company.

                  (f) Contracts  and Leases.  Borrower  shall have  furnished to
Lender and Lender, exercising its sole discretion, shall have approved, true and
complete copies of (i) the Management  Agreement,  (ii) the Franchise  Agreement
and (iii) all Leases, including, a current certified rent roll describing, among
other things, the rental,  term, security deposits and other items as Lender may
require with respect to the Leases.  In addition,  Lender shall have  received a
Consent and Recognition Agreement,  in form and substance satisfactory to Lender
in its sole  discretion,  duly  executed by Manager and Borrower with respect to
the  Management  Agreement  and duly  executed by  Franchisor  and Borrower with
respect to the Franchise Agreement.

                  (g) Policies of Insurance.  Borrower,  at Borrower's  expense,
shall have  furnished  to Lender  policies of  insurance,  in amounts,  form and
substance and bearing endorsements  satisfactory to Lender, providing all of the
insurance coverages required pursuant to the Mortgage.

                  (h)  Financial  Information.  Lender  shall have  received and
approved the most recent,  available  financial  statements of Borrower and each
Indemnitor.  All such financial statements shall be acceptable to Lender in such
detail and form as Lender may request and shall show no material  adverse change
in the business and financial  condition of Borrower or any Indemnitor from that
previously represented to Lender.

                  (i) Loan Fees and Expenses. Lender shall have received payment
of the Loan Fee, as provided in Section 4 hereof.  Borrower  shall have paid all
costs paid or incurred by Lender or Borrower in  connection  with the closing of
the Loan,  including  without  limitation,  all appraisal and  inspection  fees,
Lender's  attorneys'  fees, all fees and costs of the Title Insurance Agent, the
Title Insurance Company, the surveyor, the environmental consultant,  Borrower's
liability and property insurance agents and/or underwriters and recording fees.

                  (j) Environmental Assessment. Borrower shall have furnished to
Lender an environmental site assessment of the Mortgaged  Property  satisfactory
to  Lender  in all  respects  issued  by an  environmental  engineer  reasonably
satisfactory to Lender.

                  (k) Appraisal.  Lender shall have received an appraisal of the
Property  satisfactory  to Lender in all  respects and is issued by an appraiser
reasonably satisfactory to Lender.
<PAGE>
                  (l) Organizational  Documents and Resolutions.  Borrower shall
have furnished to Lender and Lender, exercising its sole discretion,  shall have
approved  (i)  certified  copies of all  organizational  documents  relating  to
Borrower  and  Oliveye  Office  and  their  respective  general  partners,  (ii)
certified  copies of  resolutions  of  Borrower  and  Oliveye  Office  and their
respective  general  partners  authorizing,   to  the  extent  applicable,   all
borrowings  hereunder and execution and delivery of the Loan Documents and (iii)
current  good  standing  certificates  for the State of Ohio as to Borrower  and
Oliveye Office and their respective general partners.

                  (m) Licenses,  Permits,  Etc.. Borrower shall have provided to
Lender copies of all certificates of occupancy, or completion,  liquor licenses,
assembly permits,  any building permits required with regard to the construction
contemplated  pursuant to the Improvements Escrow Agreement,  and of any and all
other requisite certificates or permits which are necessary for the operation of
a hotel or any of the other businesses being conducted on the Mortgaged Property
by Borrower.

                  Lender shall not be deemed to have waived the  satisfaction of
any of the  foregoing  conditions by reason of the fact that it does not require
satisfaction of any such condition prior to closing.

                  3.       Payment   of  Debt;   Incorporation   of   Covenants,
Conditions and Agreements

                  (a)  Borrower  shall pay the Debt,  as that term is defined in
the Mortgage,  at the time and in the manner  provided in the Note, the Mortgage
and in this  Agreement.  Payments made by Borrower to Lender shall be applied by
Lender in the following order of priority:  (i) first,  to required  deposits to
the escrows established in accordance with the Mortgage for the payment of Taxes
and Other Charges and Insurance Premiums; (ii) next, to reimburse Lender for any
unpaid costs and expenses incurred by Lender on Borrower's behalf, including any
unpaid late fees;  (iii) next, to accrued and unpaid  Interest on the Loan;  and
(iv) last,  to the  reduction of the  principal  balance of the Loan; or in such
other order and priority as Lender shall determine in its sole discretion.

                  (b) All the covenants,  conditions and agreements contained in
the Note,  the Mortgage and the other Loan  Documents  are hereby made a part of
this  Agreement to the same extent and with the same force as if fully set forth
herein.

                  4.       Loan Fee

                  Lender acknowledges its prior receipt of $50,000 from Borrower
representing  a portion  of the total  loan  origination  fee (the  "Loan  Fee")
payable by Borrower in the amount of $113,750.00  (i.e.,  1.75% of the principal
amount of the Loan). The remaining  $63,750.00 of such loan fee shall be paid by
Borrower to Lender on the date hereof.

                  5.       Use of Loan Proceeds

                  Borrower  shall use the proceeds  from the Loan in  accordance
with  Schedule 2 attached  hereto,  which  shall be  subject to  Lender's  prior
approval thereof, in its sole and absolute  discretion,  which shall provide for
use of the  Loan  proceeds  substantially  as  follows:  (i) to  repay  existing
mortgage  debt  owing  to  Nations  Credit  and  General  Innkeeping  Acceptance
Corporation  of  approximately  $3,800,000,  (ii)  to  pay  Borrower's  existing
accounts payable of approximately  $500,000,  provided  Borrower has provided to
<PAGE>
Lender prior to its  disbursement  of this amount of the loan  proceeds for this
purpose evidence satisfactory to Lender, in its sole and absolute discretion, of
the existence and amounts of such unpaid accounts  payable  totalling the amount
being  requested to be paid with this portion of the loan  proceeds and with the
written certificate of Borrower's general partner's  President  certifying as of
such time that the payment of such accounts  payable with the loan proceeds will
satisfy all  existing  accounts  payable of Borrower  which are more than thirty
(30)  days old as of the date of such  disbursement,  (iii) to repay in full the
related  existing  Banker's  Trust  line of  credit of  approximately  $500,000,
provided  Borrower  has  provided to Lender  prior to its  disbursement  of this
portion of the loan proceeds for this purpose written  evidence  satisfactory to
Lender, in its sole and absolute  discretion that substantially all of the funds
advanced on this Banker's  Trust line of credit were expended for the benefit of
the  Mortgaged  Property,  (iv)  to  pay  transactions  costs  relating  to  the
structuring,  negotiating and effecting the Loan in the amount of  approximately
$200,000,  (v) to fund the  Improvements  Escrow in the amount of $1,000,000 and
(vi) to fund the Note Payment  Reserve in the amount of  $500,000.  On or before
the Closing Date,  Borrower shall provide  detailed  information to Lender as to
the  application  of the loan proceeds  consistent  with the foregoing to be set
forth on Schedule 2 hereto.

                  6.       Improvements Escrow

                  Borrower  shall  deposit with Lender from proceeds of the Loan
the sum of  $1,000,000,  for which Lender has  established  an interest  bearing
escrow  account  in  Lender's  name  at a  federally  insured  institution  (the
"Improvements  Escrow") to be maintained  and  disbursed in accordance  with the
Improvements  Escrow  Agreement.  On or before the Closing Date,  Borrower shall
provide  to  Lender a  detailed  budget of the  expenditures  to be paid for the
construction and  rehabilitation of portions of the Mortgaged  Property pursuant
to the Improvements  Escrow  Agreement.  Borrower hereby pledges to Lender,  and
grants to Lender a security  interest  in,  any and all monies now or  hereafter
deposited in the Improvements  Escrow as additional  security for the payment of
the Debt.  All  earnings  or interest on the  Improvements  Escrow  shall be and
become part of such  Improvements  Escrow and shall be  disbursed as provided in
the Improvements Agreement.

                  7.       Note Payment Reserve

                  Borrower  shall  deposit with Lender from proceeds of the Loan
the sum of $500,000, for which Lender has established an interest bearing escrow
account in Lender's name at a federally  insured  institution (the "Note Payment
Reserve") to be maintained  and  disbursed in  accordance  with the Note Payment
Reserve  Agreement.  Borrower  hereby pledges to Lender,  and grants to Lender a
security interest in, any and all monies now or hereafter  deposited in the Note
Payment Reserve as additional security for the payment of the Debt. All earnings
or interest on the Note  Payment  Reserve  shall be and become part of such Note
Payment  Reserve and shall be disbursed as provided in the Note Payment  Reserve
Agreement.

                  8.       Prepayment of Debt Relating to an Environmental Claim

                  Notwithstanding  any  provision  in the Note to the  contrary,
provided  that no other  Event of  Default  exists,  in the  event  that  Lender
provides  written notice (an  "Indemnification  Notice") to Borrower that Lender
believes  it has  reason to invoke  Lender's  indemnification  rights  under the
Environmental Agreement, then Borrower shall have the privilege of prepaying the
<PAGE>
Debt in full (but not in part) without  payment of the Prepayment  Consideration
(as defined in the Note) on the first day of any month occurring within 120 days
of Borrower's receipt of the applicable Indemnification Notice, provided further
that Borrower provides Lender with not less than 30 days prior written notice of
its intention to so prepay the Debt.

                  9.       Representations Concerning Borrower, the Loan and the
Mortgaged Property

                  Borrower represents, warrants and covenants as follows:

                  (a) This Agreement,  the Note, the Mortgage and the other Loan
Documents are the legal,  valid,  binding and effective  obligations of Borrower
and (with respect to the  Environmental  Agreement only) each Indemnitor,  fully
enforceable in accordance with their respective terms and are not subject to any
right of rescission,  set-off, counterclaim or defense, including the defense of
usury, nor would the operation of any of the terms of this Agreement,  the Note,
the  Mortgage  and the  other  Loan  Documents,  or the  exercise  of any  right
thereunder,  render the Loan  Documents  unenforceable,  in whole or in part, or
subject to any right of rescission,  set-off, counterclaim or defense, including
the defense of usury.

                  (b)  All  certifications,   permits,  licenses  and  approvals
required for the legal use, occupancy and operation of the Mortgaged Property as
a  hotel  including,   without   limitation,   any  applicable  liquor  license,
certificate  of completion and occupancy  permit,  have been obtained and are in
full force and effect.  The Mortgaged Property is free of material damage and is
in good repair, and there is no proceeding pending or, to the best of Borrower's
knowledge,  threatened for the total or partial  condemnation  of, or affecting,
the Mortgaged Property.

                  (c)  All  of  the   Improvements   which  were  considered  in
determining the appraised value of the Mortgaged  Property lie wholly within the
boundaries  and  building  restriction  lines  of  the  Mortgaged  Property,  no
improvements on adjoining  properties encroach upon the Mortgaged Property,  and
no easements or other  encumbrances  upon the Premises  encroach upon any of the
Improvements,  so as to  affect  the  value or  marketability  of the  Mortgaged
Property. Except as shown on the Survey, the Mortgaged Property is contiguous to
and has access to a physically and legally open all-weather  public street,  has
all  necessary  permits and  approvals  for ingress  and egress,  is  adequately
serviced by public  water,  sewer  systems and  utilities  and is on one or more
separate  tax  parcels,  all of which  are  separate  and  apart  from any other
property  owned by Borrower or any other person.  Except as shown on the Survey,
the  Mortgaged  Property has all  necessary  access by public roads or easements
which in each case are not  terminable  and are not  subordinate to any mortgage
other than the  Mortgage.  Borrower and the  Mortgaged  Property are in full and
complete  compliance  with all applicable  laws,  statutes,  ordinances,  rules,
regulations and orders of any governmental entity, including without limitation,
building codes, zoning,  environmental,  handicapped-access and subdivision laws
and ordinances, except those violations which do not affect the value, operation
and/or the marketability of the Mortgaged Property.

                  (d) The  Mortgaged  Property  is not  subject  to any  leases,
licenses or other use or occupancy agreements other than the Leases described in
the rent roll delivered to Lender in connection with this  Agreement.  No person
has any  possessory  interest in the  Mortgaged  Property or right to occupy any
portion  thereof  except under and pursuant to the  provisions  of the Leases or
transient hotel guests in the ordinary course of Borrower's business.
<PAGE>
                  (e) The survey of the Mortgaged  Property  delivered to Lender
in connection with this Agreement has been performed by a duly licensed surveyor
or registered  professional  engineer in the jurisdiction in which the Mortgaged
Property is situated, and, to Borrower's knowledge,  after due inquiry, does not
fail to reflect any material  matter  affecting  the  Mortgaged  Property or the
title thereto.

                  (f) The financial  statements  heretofore  furnished to Lender
are, as of the date  specified  therein,  complete  and correct in all  material
respects  and fairly  present  the  financial  condition  of  Borrower  and each
Indemnitor,  and are prepared in accordance  with the Uniform System of Accounts
for hotel and motel  properties  as  approved  by the  American  Hotel and Motel
Association  (as in effect from time to time, the "Uniform  System of Accounts")
applied on a consistent basis. Borrower and each Indemnitor does not have on the
date hereof any contingent  liabilities,  liabilities for taxes, unusual forward
or  long-term   commitments  or  unrealized  or  anticipated   losses  from  any
unfavorable  commitments  which in each case are known to Borrower and which are
reasonably  likely to  result  in a  material  adverse  effect on the  Mortgaged
Property  or the  operation  thereof as a hotel or the  financial  condition  of
Borrower or any  Indemnitor,  except as referred to or reflected or provided for
in the  financial  statements  heretofore  furnished  to Lender or as  otherwise
disclosed to Lender herein.  Since the last date of such  financial  statements,
there has been no material adverse change in the financial condition, operations
or business of Borrower or any Indemnitor  from that set forth in such financial
statements as of the dates thereof.

                  (g) Except as previously described in writing to Lender, there
is no  litigation  action,  proceeding  or  investigation  pending or, so far as
Borrower  knows,  threatened  (or  any  basis  therefor)  to  include,   without
limitation,  any  proceeding  for  condemnation  of any portion of the Mortgaged
Property,  against  Borrower or any  Indemnitor  or which  affects the Mortgaged
Property  or any part  thereof or which  might  result in any  material  adverse
change in the condition  (financial or otherwise) or business of Borrower or any
Indemnitor.

                  (h) The  Franchise  Agreement  is in full force and effect and
there is no  default,  breach  or  violation  existing  thereunder  by any party
thereto and no event  (other than  payments due but not yet  delinquent)  which,
with the passage of time or with notice and the  expiration of any grace or cure
period, would constitute a default, breach or violation by any party thereunder.

                  (i) The Management Agreement is and will be kept in full force
and  effect at all times  during  the term of the Loan and there is no  default,
breach or violation existing thereunder by any party thereto and no event (other
than  payments due but not yet  delinquent)  which,  with the passage of time or
with notice and the expiration of any grace or cure period,  would  constitute a
default, breach or violation by any party thereunder.

                  (j) Neither the execution and delivery of the Loan  Documents,
Borrower's  performance  thereunder,  the  recordation of the Mortgage,  nor the
exercise of any remedies by Lender,  will adversely affect (i) Borrower's rights
under the Franchise  Agreement,  the Management  Agreement,  or the  Condominium
Documents  or  (ii)  the   licenses,   registrations,   permits,   certificates,
authorizations  and  approvals  necessary  for the  operation  of the  Mortgaged
Property as a hotel.

                  (k) The current  Leases are in full force and effect and there
are no defaults  thereunder  by either party and there are no  conditions  which
with the passage of time and/or notice would constitute defaults thereunder.
<PAGE>
                  (l) The Condominium Documents are in full force and effect and
there are no defaults  thereunder  by any person bound  thereby and there are no
conditions  which with the  passing of time and/or  notice  would  constitute  a
default thereunder.

                  (m)  Borrower,  each  Indemnitor  and each general  partner of
Borrower and Indemnitor  has filed all federal,  state and local tax returns and
other  reports  which  they are  required  by law to file,  have paid all taxes,
assessments and similar charges that are due and payable,  and have withheld all
employee and similar taxes which they are required by law to withhold.

                  10.      Single Purpose Entity; Authorization

                  Borrower represents and warrants, and covenants for so long as
any obligations secured by the Mortgage remain outstanding, as follows:

                  (a) Borrower  does not and shall not own any asset or property
other than: (i) the Mortgaged  Property;  and (ii) incidental  personal property
necessary for the ownership or operation of the Mortgaged Property.

                  (b)  Borrower  does not and shall not  engage in any  business
other than the ownership,  management  and operation of the Mortgaged  Property,
and Borrower  will conduct and operate its business in all material  respects as
presently conducted and operated.

                  (c)  Borrower  shall not enter into any  contract or agreement
with any Indemnitor or an affiliate,  except upon terms and conditions  that are
intrinsically fair and substantially similar to those that would be available on
an arms-length third-party basis.

                  (d)  Borrower  has  not  incurred  and  shall  not  incur  any
indebtedness,  secured or unsecured,  direct or indirect, absolute or contingent
(including  guaranteeing  any  obligation),  other than:  (i) the Debt; and (ii)
trade and  operational  debt  incurred in the ordinary  course of business  with
trade  creditors  and in  amounts  as are  customary  and  reasonable  under the
circumstances.  Except with Lender's prior written approval in each instance, no
indebtedness  other  than  the  Debt is or shall  be  secured  by the  Mortgaged
Property.  Lender's  approval  shall be granted or  withheld  at  Lender's  sole
discretion.  Notwithstanding the foregoing, provided Borrower has entered into a
New Management Agreement with a New Manager within one hundred twenty (120) days
after the date of this Agreement in fulfillment of Borrower's  covenant to do so
set forth in Section 13(b),  below, and provided no Event of Default shall be in
existence hereunder, Borrower shall be entitled to obtain a Second Mortgage Loan
from the New Manager or its  Affiliate,  to be secured by Second  Mortgage  Loan
Security  Documents,  including  the granting of a second  mortgage  lien on the
Mortgaged  Property  to be  expressly  subordinate  to the  Mortgage in order to
secure the  repayment  of such Second  Mortgage  Loan which shall not exceed the
maximum,  principal  amount of $2,050,000.00  (as additional  collateral for the
repayment  of such Second  Mortgage  Loan to the New Manager or its  Affiliate),
provided, however, that, in all events, the total debt of Borrower, inclusive of
the  Debt  and  such  Second  Mortgage  Loan,  shall  not at any  time  exceed a
Loan-to-Value Ratio of 0.6:1.0.  Any such Second Mortgage Loan to be obtained by
Borrower  pursuant  to the  foregoing  provisions  of this  Agreement  shall  be
expressly  subject to and conditioned upon the following:  (x) Lender shall have
given  Borrower its prior written  approval of the terms and  conditions of such
<PAGE>
proposed  Second  Mortgage  Loan,  which  approval  shall  not  be  unreasonably
withheld,  conditioned  or denied by Lender;  (y) Borrower  shall be required to
obtain and provide to Lender a subordination and standstill  agreement  executed
by the  Lender  which is making  such  Second  Mortgage  Loan  pursuant  to this
subsection,  which shall be in form and substance  satisfactory to Lender in its
sole and  absolute  discretion,  and (z) all of the  documents to be executed by
Borrower to evidence and in conjunction  with such Second Mortgage Loan shall be
in  form  and  substance  satisfactory  to  Lender  in  its  sole  and  absolute
discretion.

                  (e)  Borrower  has not made and  shall  not make any  loans or
advances  to any third party  (including  any  Affiliate),  except in de minimus
amounts in the  ordinary  course of business  and of the  character  of trade or
operational expenses.

                  (f)  Borrower  has done or caused to be done,  and shall do or
cause to be done, all things  necessary to preserve its existence,  and Borrower
will not, nor will Borrower permit any Affiliate,  to amend, modify or otherwise
change  the  partnership   certificate,   partnership  agreement,   articles  of
incorporation and bylaws, trust or other organizational  documents,  as the case
may be, in a manner which would adversely  affect the Borrower's  existence as a
single purpose entity.

                  (g)  Borrower  shall  maintain  books  and  records  and  bank
accounts separate from those of its Affiliates,  and Borrower will file or cause
to be filed separate tax returns.  Borrower shall not change the principal place
of its business  without  providing  Lender with at least 30 days prior  written
notice of such change to Lender.

                  (h)  Borrower  is and  shall be,  and at all  times  will hold
itself out to the public as, a legal entity separate and distinct from any other
entity (including any Affiliate).

                  (i)  Neither  Borrower,   any  Indemnitor  nor  any  of  their
respective  Affiliates  shall  cause or seek the  dissolution  or winding up, in
whole or in part, of Borrower.

                  (j) Borrower  shall not  commingle  its funds and other assets
with those of any Affiliate or any other person.

                  (k)  Borrower  shall not file or  consent to the filing of any
petition to take advantage of any applicable insolvency, bankruptcy, liquidation
or reorganization statute, or make an assignment for the benefit of creditors.

                  (l)  Borrower  does not and  shall not hold  itself  out to be
responsible for the debts or obligations of any other person.

                  11.      Controlling Agreement; Usury Savings Clause

                  It is  expressly  stipulated  and  agreed to be the  intent of
Borrower  and  Lender  at all  times to  comply  with  applicable  state  law or
applicable  United States  federal law (to the extent that it permits  Lender to
contract for,  charge,  take,  reserve,  or receive a greater amount of interest
than under state law) and that this Section shall  control every other  covenant
and agreement in this Agreement and the other Loan Documents.  If the applicable
law (state or federal) is ever  judicially  interpreted so as to render usurious
any amount  called for under the Note or under any of the other Loan  Documents,
or contracted for,  charged,  taken,  reserved,  or received with respect to the
<PAGE>
Debt, or if Lender's  exercise of the option to  accelerate  the maturity of the
Note,  or if any  prepayment  by Borrower  results in  Borrower  having paid any
interest in excess of that  permitted by  applicable  law, then it is Borrower's
and Lender's  express  intent that all excess amounts  theretofore  collected by
Lender shall be credited on the principal balance of the Note and all other Debt
(or, if the Note and all other Debt have been or would  thereby be paid in full,
refunded  to  Borrower),  and the  provisions  of the  Note and the  other  Loan
Documents immediately be deemed reformed and the amounts thereafter  collectible
hereunder and thereunder reduced,  without the necessity of the execution of any
new documents,  so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums paid or agreed to be paid to Lender for the use, forbearance,  or detention
of the Debt shall,  to the extent  permitted by  applicable  law, be  amortized,
prorated,  allocated,  and spread  throughout  the full  stated term of the Debt
until  payment in full so that the rate or amount of  interest on account of the
Debt does not exceed  the  maximum  lawful  rate from time to time in effect and
applicable to the Debt for so long as the Debt is  outstanding.  Notwithstanding
anything to the contrary contained herein or in any of the other Loan Documents,
it is not the  intention  of Lender to  accelerate  the maturity of any interest
that has not  accrued at the time of such  acceleration  or to collect  unearned
interest at the time of such acceleration.

                  12.      Books and Records

                  Borrower,  or the  property  manager of  Borrower's  Mortgaged
Property  on  Borrower's  behalf,  shall  maintain  full and  accurate  books of
accounts and other records reflecting the operations of the Mortgaged  Property.
Borrower  shall furnish,  or cause to be furnished to Lender,  within 15 days of
the end of each calendar month, the following items,  each certified by a senior
financial officer of Borrower as true, correct and complete as of the end of and
for such period  (subject to normal  year-end  adjustments),  and as having been
prepared  in  accordance  with the  Uniform  System of  Accounts:  (a) a written
occupancy statement dated as of the last day of the most recently ended calendar
month identifying the room occupancy for each day of the preceding month and the
average daily room rate of the hotel operated on the Mortgaged Property for that
month; (b) monthly and year to date operating statements  detailing  outstanding
accounts receivable and accounts payable,  the total revenues received and total
expenses  incurred  in  connection  with  the  ownership  and  operation  of the
Mortgaged  Property,  including a comparison of the budgeted income and expenses
and the actual  income and  expenses  for such month and the year to date (which
operating  information  shall  include  the hotel  located  thereon);  and (c) a
written  statement  dated as of the last day of the most  recently  ended  month
showing the  percentage of hotel or motel rooms rented and occupied  during such
month and the average daily room rate charged  during such month.  Borrower,  or
the property manager of Borrower's Mortgaged Property on Borrower's behalf, will
provide a detailed explanation of any variances of ten (10%) percent or more (or
any other  material  variances)  between  budgeted  and actual  amounts for such
periods.  Borrower  shall  furnish,  within  90 days  following  the end of each
calendar  year, an audited  statement of the financial  affairs and condition of
the Mortgaged  Property,  including a statement of profit and loss and a balance
sheet  for the  Mortgaged  Property  (and  the  Borrower)  for  the  immediately
preceding fiscal year,  prepared by an independent  certified public  accountant
reasonably acceptable to Lender in accordance with generally accepted accounting
principles.  Borrower  shall  deliver to Lender on or before  December 1 of each
calendar year an itemized  operating  budget,  capital  expenditure  and capital
reserve  budget  for  the  Mortgaged  Property  and a  management  plan  for the
Mortgaged  Property  for the next  succeeding  calendar  year in such  detail as
Lender may reasonably request.  Borrower shall promptly after receipt deliver to
<PAGE>
Lender copies of all quality inspection reports or similar reports or inspection
results that are delivered to it by the Franchisor. At any time and from time to
time Borrower shall deliver to Lender or its agents such other financial data as
Lender or its agents shall  reasonably  request with respect to Borrower and the
ownership,  maintenance,  use  and  operation  of the  Mortgaged  Property.  All
information required to be furnished to Lender pursuant to this Section shall be
on forms reasonably approved by Lender. Lender at any time and from time to time
(but not more than once in any given 12 month  period)  shall  have the right to
cause  to be  performed  an  audit  by a firm of  independent  certified  public
accounts  retained  by  Lender  of the  books of  accounts,  records,  financial
statements  and  other  financial  information  relating  to  Borrower  and  the
ownership and operation of the Mortgaged  Property.  Borrower shall pay Lender's
out-of-pocket costs for any such audit, which costs shall be payable by Borrower
to Lender upon demand.

                  13.      Management of the Hotel

                  Borrower further specifically covenants and agrees with Lender
as follows:

                  (a) Borrower  shall cause the hotel  located on the  Mortgaged
Property to be operated  pursuant to the Franchise  Agreement and the Management
Agreement.

                  (b) Borrower expressly covenants and agrees that it shall make
and  enter  into a New  Management  Agreement  with a New  Manager  (other  than
Cincinnati  Innkeepers or any of its  Affiliates) for the operation of the hotel
located on the Mortgaged Property within one hundred twenty (120) days after the
date of this  Agreement and will  terminate  and cancel the Existing  Management
Agreement. Borrower agrees that the New Management Agreement must be in form and
substance satisfactory to Lender, in its sole and absolute discretion,  and made
and entered  into by Borrower  with a New Manager to which  Lender has given its
prior, written approval,  in its sole and absolute discretion.  Borrower further
covenants  and agrees as an express  condition  to and  requirement  of Borrower
entering into a New Management  Agreement with a New Manager that Borrower shall
obtain  from the New Manager and provide to Lender on or before the date the New
Management  Agreement is entered  into, a Consent and  Recognition  Agreement in
substantially  the  same  substance  and  form as the  Consent  and  Recognition
Agreement being made, executed and delivered by Cincinnati  Innkeepers this same
date with regard to the Existing Management Agreement,  with any changes therein
to be subject to the prior written approval of Lender,  in its sole and absolute
discretion,  duly  executed by New Manager and Borrower  with respect to the New
Management  Agreement.  Borrower acknowledges and agrees that this covenant is a
material  and  substantial  term of this  Agreement  and that the making of this
covenant was a material and significant  inducement to Lender for the making the
Loan to Borrower.  Accordingly,  Borrower specifically agrees that its breach or
failure to timely  perform the covenant set forth in this Section 13(b) shall be
deemed to be a material  breach of this  Agreement and shall  entitle  Lender to
declare  a  default  hereunder  at such  time  without  any  further  notice  or
opportunity  to cure being  given to  Borrower  pursuant  to the  provisions  of
Section 18 of this Agreement below.

                  (c)      Borrower shall:

                           (i)  pay all  sums  required  to be paid by  Borrower
         under the Franchise Agreement and the Management Agreement and promptly
         perform and/or observe all of the covenants and agreements  required to
<PAGE>
         be performed and observed by it under the  Franchise  Agreement and the
         Management  Agreement  and do all things  necessary  to preserve and to
         keep unimpaired its material rights thereunder;

                           (ii) promptly  notify Lender of any default under the
         Franchise  Agreement or the  Management  Agreement of which it is aware
         and provide  Lender with copies of any notices  delivered in connection
         therewith;

                           (iii)  promptly  deliver  to  Lender  a copy  of each
         financial statement,  business plan, capital expenditures plan, notice,
         report  and  estimate  produced  by it or  received  by  it  under  the
         Franchise Agreement or the Management Agreement;

                           (iv) promptly  enforce the performance and observance
         of all of the covenants and agreements  required to be performed and/or
         observed  by the  franchisor  under  the  Franchise  Agreement  and the
         manager under the Management Agreement;

                           (v)  assign to Lender any right it may have to modify
         the Franchise Agreement or the Management Agreement.

                           (vi)  grant  Lender the  right,  but Lender  shall be
         under no obligation, to pay any sums and to perform any act or take any
         action as may be  appropriate  to cause all the  terms,  covenants  and
         conditions  of the  Franchise  Agreement  on the part of Borrower to be
         performed or observed to be promptly performed or observed on behalf of
         Borrower,  to the end that the rights of Borrower  in, to and under the
         Franchise Agreement shall be kept unimpaired and free from default;

                           (vii) use its reasonable efforts to obtain, from time
         to  time,  from the  franchisor  under  the  Franchise  Agreement  such
         certificates  of estoppel  with respect to  compliance by Borrower with
         the terms of the Franchise Agreement as may be requested by Lender; and

                           (viii)  exercise each individual  option,  if any, to
         extend  or renew the term of the  Franchise  Agreement  upon  demand by
         Lender  made at any time within one year of the last day upon which any
         such option may be exercised,  and Borrower hereby expressly authorizes
         and appoints Lender its attorney-in-fact to exercise any such option in
         the name of and upon behalf of Borrower,  which power of attorney shall
         be irrevocable and shall be deemed to be coupled with an interest.

                  (d)  Borrower  shall  not,   without  Lender's  prior  written
consent:  (i)  surrender,  terminate  or cancel the  Franchise  Agreement or the
Management Agreement; (ii) reduce or consent to the reduction of the term of the
Franchise  Agreement or the  Management  Agreement or any Second  Mortgage Loan;
(iii) increase or consent to the increase of the amount of any charges under the
Franchise  Agreement  or the  Management  Agreement  or in any  Second  Mortgage
Security Documents; (iv) otherwise modify, change,  supplement,  alter or amend,
or waive or release any of its rights and remedies under the Franchise Agreement
or the Management  Agreement or any Second  Mortgage  Security  Documents in any
material  respect;  or (v) operate the Mortgaged  Property under the name of any
hotel chain or system other than the Crowne Plaza.

                  (e)  Borrower  shall  not,   without  Lender's  prior  written
consent,   enter  into  transactions  with  any  Affiliate  including,   without
limitation,  any  arrangement  providing for the  management of the hotel on the
Mortgaged Property, the rendering or receipt of services or the purchase or sale
<PAGE>
of inventory,  except any such transaction in the ordinary course of business of
Borrower if the monetary or business  consideration  arising  therefrom would be
substantially   as   advantageous  to  Borrower  as  the  monetary  or  business
consideration  which would obtain in a comparable  transaction with a person not
an Affiliate.

                  (f) Borrower irrevocably  authorizes and directs Franchisor to
deliver  to Lender:  (i) all  operating  information  concerning  the  Mortgaged
Property  submitted by Borrower to Franchisor;  (ii) the written  results of all
quality assurance  inspections of the Property performed by Franchisor's Quality
Assurance  Directors;  and (iii) such other  information that Lender or Lender's
agents may reasonably request,  from time to time,  including any information in
the  possession of  Franchisor  relating to Borrower not included in the reports
referred to above.

                  14.      Debt Service Coverage Ratio

                  Borrower  covenants and warrants that,  throughout the term of
the Loan,  Borrower  shall  maintain a Debt Service  Coverage Ratio equal to not
less than 1.2, to be determined as of the first  anniversary  of the date of the
Note based upon the immediately  preceding six (6) month period of operations of
the Mortgaged  Property and to be redetermined at the end of each successive six
(6) month period occurring thereafter based upon the then immediately  preceding
six (6) months of  operation.  In addition to the  financial  information  to be
provided by Borrower under Section 12 hereof, Borrower will furnish, or cause to
be furnished to Lender,  within 30 days  following each six (6) month period for
which Debt Service  Coverage  Ratio is to be determined  thereunder,  Borrower's
calculation  of Debt  Service  Coverage  Ratio for such  period,  which shall be
certified  by a senior  financial  officer  of  Borrower  as true,  correct  and
complete and be accompanied by such supporting  financial  information as Lender
may request.

                  15.      Performance of Other Agreements

                  Borrower  shall  observe and perform each and every term to be
observed or  performed  by Borrower  pursuant to the terms of any  agreement  or
recorded   instrument   affecting  or  pertaining  to  the  Mortgaged  Property,
including, without limitation, the Condominium Documents and any Second Mortgage
Security Documents.

                  16.      Reporting Requirements

                  Borrower  shall  give  prompt  notice to Lender of the  death,
insolvency  or  bankruptcy  filing of Borrower,  any  Indemnitor  or any general
partner thereof.

                  17.      Lender's Right to Inspect

                  Borrower shall, at all reasonable times and as often as Lender
may request,  permit any officers,  employees and authorized  representatives of
Lender to visit and inspect the Mortgaged Property,  to inspect any construction
or  improvements  being  carried out thereon,  to examine and make copies of, or
take  extracts  from,  Borrower's  books of account,  records  and other  papers
relating  to  the  Mortgaged  Property  or any  part  thereof,  and  to  discuss
Borrower's  business and financial  affairs with,  and be advised as to the same
by, appropriate  representatives having the most complete or direct knowledge of
such  matters,  so long as Lender's  inspections,  visits and  inquiries  do not
unreasonably  interfere with Borrower's  operation of Borrower's business on the
<PAGE>
Mortgaged  Property.  Borrower shall pay Lender's  out-of-pocket  costs for such
inspection.  The  reimbursement  of said costs for each such inspection shall be
due and payable upon demand.  Any such inspections  and/or  examinations are for
the sole  benefit of Lender and  neither  Borrower  or any  Indemnitor  shall be
entitled to rely thereon.

                  18.      Events of Default

                  The term  "Event of  Default"  as used  herein  shall mean the
occurrence or  happening,  at any time and from time to time, of any one or more
of the following:

                  (a) if any  portion of the Debt is not paid prior to the fifth
(5th) day after the date such  payment is due or if the entire  Debt is not paid
on or before the Maturity Date;

                  (b) subject to Borrower's  right to contest as provided in the
Mortgage,  if any of the  Taxes  or  Other  Charges  are not  paid  when due and
payable;

                  (c) if the Policies are not kept in full force and effect,  or
if the Policies are not delivered to Lender upon request;

                  (d)  if  there  occurs  any  sale,  conveyance,   declaration,
mortgage,  encumbrance,  pledge or  transfer in a manner  inconsistent  with the
terms of Section 1.15 of the Mortgage;

                  (e) if any  representation or warranty of Borrower,  or of any
Indemnitor,  made  herein,  in  any  Loan  Document,  any  guaranty,  or in  any
certificate,  report,  financial  statement  or  other  instrument  or  document
furnished to Lender shall have been false or misleading in any material  respect
when made;

                  (f) if  Borrower,  any  general  partner  of  Borrower  or any
Indemnitor  shall  make  an  assignment  for the  benefit  of  creditors,  or if
Borrower,  any general partner of Borrower or any Indemnitor shall generally not
be paying its debts as they become due;

                  (g) if a  receiver,  liquidator  or trustee of  Borrower,  any
general  partner  of  Borrower  or any  Indemnitor  shall  be  appointed,  or if
Borrower, any general partner of Borrower or any Indemnitor shall be adjudicated
a bankrupt or insolvent,  or if any petition for bankruptcy,  reorganization  or
arrangement  pursuant to federal bankruptcy law, or any similar federal or state
law, shall be filed by or against,  consented to, or acquiesced in by, Borrower,
any general  partner of Borrower or any  Indemnitor or if any proceeding for the
dissolution or liquidation of Borrower,any general partner of Borrower or of any
Indemnitor  shall be  instituted;  provided,  however,  that  such  appointment,
adjudication,  petition or proceeding,  if  involuntary  and not consented to by
Borrower,  any general partner of Borrower or such Indemnitor,  shall constitute
an Event of Default only if not being discharged,  stayed or dismissed within 60
days;

                  (h) if Borrower  shall be in default under any other  mortgage
or security agreement covering any part of the Mortgaged Property, whether it be
superior or junior in lien to the Mortgage;
<PAGE>
                  (i) subject to Borrower's  right to contest as provided in the
Mortgage,   if  the  Mortgaged  Property  becomes  subject  to  any  mechanic's,
materialman's  or other  lien  except a lien for  local  real  estate  taxes and
assessments not then due and payable;

                  (j) if Borrower  fails to cure promptly any violations of laws
or  ordinances  which  affect  the  value,  operation  or  marketability  of the
Mortgaged Property;

                  (k) except as  expressly  permitted  in the  Mortgage  and the
other  Loan  Documents,  the  actual  or  threatened  alteration,   improvement,
demolition  or  removal of any of the  Improvements  without  the prior  written
consent of Lender;

                  (l) if there shall occur any damage to the Mortgaged  Property
in any manner which is not covered by insurance solely as a result of Borrower's
failure to maintain insurance required in accordance with the Mortgage;

                  (m) if Borrower  fails to maintain the Debt  Service  Coverage
Ratio in the amount required under Section 14 hereof;

                  (n) if without  Lender's prior written  consent,  there is any
amendment or modification to or termination of the Management  Agreement (or any
succeeding management agreement);

                  (o) if without  Lender's prior written  consent,  there is any
amendment or modification  to or termination of the Franchise  Agreement (or any
succeeding franchise agreement);

                  (p) if without  Lender's prior written  consent,  there is any
amendment or modification to or termination of, or default or acceleration under
any Second Mortgage Security Documents;

                  (q)  if a  default  has  occurred  and  continues  beyond  any
applicable  cure  period  under  the  Management  Agreement,  whether  under any
Existing Management Agreement or under any New Management Agreement;

                  (r)  if a  default  has  occurred  and  continues  beyond  any
applicable cure period under the Franchise Agreement;

                  (s)      if a default has occurred and continues beyond any
applicable cure period under any Second Mortgage Security
Documents;

                  (t) if without  Lender's prior written  consent,  there is any
amendment or modification to or termination of any of the Condominium  Documents
or a default by  Borrower  has  occurred  thereunder  and  continues  beyond any
applicable cure period set forth therein;

                  (u) if Borrower fails to timely perform its covenant to obtain
a New  Manager  to  operate  the  hotel on the  Mortgaged  Property  under a New
Management Agreement within one hundred twenty (120) days after the date of this
Agreement in breach or default of its  obligation  to do so set forth in Section
13(b) above;

                  (v) if  Borrower  ceases to  operate a hotel on the  Mortgaged
Property or  terminates  such  business  for any reason  whatsoever  (other than
temporary cessation in connection with any renovations to the Mortgaged Property
or restoration of the Mortgaged Property after casualty or condemnation);
<PAGE>
                  (w) if Borrower  terminates or cancels the Franchise Agreement
or operates the Mortgaged  Property  under the name of any hotel chain or system
other than the Crowne Plaza, without Lender's prior written consent; or

                  (x) if for more than 30 days  after  receipt  of  notice  from
Lender, Borrower shall continue to be in default under or in breach of any term,
covenant, or condition of this Agreement,  the Note, the Security Agreement, the
Mortgage,  the Environmental  Agreement or any of the other Loan Documents other
than as  specified  in any of  subsections  (a)  through  (w) of  this  Section;
provided,  however,  that if the cure of any such default  cannot  reasonably be
effected  within  such 30 day  period  and  Borrower  shall  have  promptly  and
diligently  commenced to cure such default  within such 30 day period,  then the
period to cure shall be deemed  extended  for up to an  additional  30 days from
Lender's default notice so long as Borrower diligently and continuously proceeds
to cure such default to Lender's satisfaction.

                  19.      Remedies

                  Upon the  occurrence of any Event of Default,  Lender may take
any and all such  actions  set forth in the  Mortgage  and any of the other Loan
Documents or which are otherwise available to Lender at law or in equity.

                  20.      Late Payment Charge; Default Rate of Interest

                  Subject to the express  provisions of the Note Payment Reserve
Agreement,  if any  portion of the Debt is not paid prior to the fifth (5th) day
after  the date  such  payment  is due or if the  entire  Debt is not paid on or
before the  Maturity  Date,  Borrower  shall pay to Lender upon demand an amount
equal to five (5%)  percent of such overdue  portion of the Debt,  to defray the
expense  incurred by Lender in handling and processing such  delinquent  payment
and to compensate Lender for the loss of the use of such delinquent payment, and
such  amount  shall be secured  by the  Mortgage  and the other Loan  Documents.
Without  limitation of any of the foregoing and any other remedies  available to
Lender,  upon the  occurrence  of any Event of  Default,  Lender  shall  also be
entitled  to receive  from  Borrower  interest on any Debt then due equal to the
Default Rate as defined in the Note.

                  21.      ERISA

                  (a) Borrower  covenants and agrees that it shall not engage in
any  transaction  which would  cause any  obligation,  or action  taken or to be
taken, hereunder (or the exercise by Lender of any of its rights under the Note,
the Mortgage,  this  Agreement  and the other Loan  Documents) to be a nonexempt
(under a statutory or  administrative  class exemption)  prohibited  transaction
under the Employee  Retirement  Income  Security  Act of 1974 (or any  successor
legislation thereto), as amended ("ERISA").

                  (b) Borrower further covenants and agrees to deliver to Lender
such  certifications  or other evidence from time to time throughout the term of
this  Agreement,  as  requested  by Lender  in its sole  discretion,  that:  (i)
Borrower is not an "employee  benefit plan" as defined in Section 3(3) of ERISA,
which is  subject  to Title I of ERISA,  or a  "governmental  plan"  within  the
meaning  of  Section  3(32) of ERISA;  (ii)  Borrower  is not  subject  to state
statutes  regulating  investments  and  fiduciary  obligations  with  respect to
governmental  plans;  and (iii) one or more of the  following  circumstances  is
true:
<PAGE>
                  (A)  Equity   interests  in  Borrower  are  publicly   offered
         securities, within the meaning of 29 C.F.R. ss. 2510.3- 101(b)(2);

                  (B) Less than 25 percent of each  outstanding  class of equity
         interests in Borrower are held by "benefit plan  investors"  within the
         meaning of 29 C.F.R. ss. 2510.3- 101(f)(2); or

                  (C) Borrower  qualifies as an  "operating  company" or a "real
         estate   operating   company"  within  the  meaning  of  29  C.F.R  ss.
         2510.3-101(c)  or (e) or an  investment  company  registered  under The
         Investment Company Act of 1940.

                  22.      Notice

                  Any  notice,  demand,  statement,   request  or  consent  made
hereunder shall be in writing and shall be deemed given on the next business day
if sent by Federal Express or other reputable  overnight  courier and designated
for next  business  day  delivery,  or on the third day  following  the day such
notice is deposited with the United States postal service first class  certified
mail, return receipt requested, addressed to the address, as set forth above, of
the  party to whom  such  notice is to be given,  or to such  other  address  or
additional party as Borrower or Lender, as the case may be, shall in like manner
designate in writing.

                  23.      Authority; Non-Foreign Person

                  Borrower  represents and warrants that: (a) it has full power,
authority and right to execute,  deliver and perform its obligations pursuant to
this Agreement,  and to mortgage,  give, grant,  bargain,  sell, alien, enfeoff,
convey, confirm, warrant, pledge,  hypothecate and assign the Mortgaged Property
pursuant to the terms of the  Mortgage  and to keep and observe all of the terms
of  this  Agreement  and the  other  Loan  Documents  on  Borrower's  part to be
performed;  and (b)  Borrower  is not a "foreign  person"  within the meaning of
Section  1445(f)(3) of the Internal  Revenue Code of 1986,  as amended,  and the
related Treasury Department regulations, including temporary regulations.

                  24.      Waiver of Notice

                  Borrower  shall not be  entitled  to any notices of any nature
whatsoever  from Lender except with respect to matters for which this  Agreement
specifically  and  expressly  provides  for the  giving  of  notice by Lender to
Borrower  and except  with  respect to matters  for which  Lender is required by
applicable law to give notice, and Borrower hereby expressly waives the right to
receive  any  notice  from  Lender  with  respect  to any  matter for which this
Agreement does not specifically  and expressly  provide for the giving of notice
by Lender to Borrower.

                  25.      Remedies of Borrower

                  In the event that a claim or  adjudication is made that Lender
has acted  unreasonably or has unreasonably  delayed acting in any case where by
law or under the Note, the Mortgage, this Agreement, the Environmental Agreement
or the other Loan Documents, it has an obligation to act reasonably or promptly,
Lender shall not be liable for any monetary  damages,  and  Borrower's  remedies
shall be limited to injunctive relief or declaratory judgment.
<PAGE>
                  26.      Sole Discretion of Lender

                  Wherever pursuant to this Agreement Lender exercises any right
given  to it to  approve  or  disapprove,  or any  arrangement  or term is to be
satisfactory  to Lender,  the decision of Lender to approve or  disapprove or to
decide that arrangements or terms are satisfactory or not satisfactory  shall be
in the sole  discretion of Lender and shall be final and  conclusive,  except as
may be otherwise expressly and specifically provided herein.

                  27.      Non-Waiver

                  The failure of Lender to insist upon strict performance of any
term  hereof  shall not be deemed to be a waiver of any term of this  Agreement.
Borrower shall not be relieved of Borrower's obligations hereunder by reason of:
(a) the  failure  of  Lender to  comply  with any  request  of  Borrower  or any
Indemnitor  to take any action to foreclose the Mortgage or otherwise to enforce
any of the provisions hereof or of the Note, the Environmental  Agreement or the
other Loan Documents; (b) the release, regardless of consideration, of the whole
or any part of the Mortgaged  Property,  or of any person liable for the Debt or
any portion thereof, or (c) any agreement or stipulation by Lender extending the
time of payment or otherwise  modifying or supplementing  the terms of the Note,
the Mortgage,  this  Agreement,  the  Environmental  Agreement or the other Loan
Documents.  Lender may resort for the payment of the Debt to any other  security
held by Lender in such order and manner as Lender, in its discretion, may elect.
Lender may take  action to  recover  the Debt,  or any  portion  thereof,  or to
enforce any covenant hereof without  prejudice to the right of Lender thereafter
to  foreclosure  of the  Mortgage.  The rights and remedies of Lender under this
Agreement  shall be separate,  distinct and  cumulative  and none shall be given
effect to the exclusion of the others. No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any other
provision.  Lender shall not be limited  exclusively  to the rights and remedies
herein  stated but shall be entitled to every right and remedy now or  hereafter
afforded at law or in equity.

                  28.      No Oral Change

                  This  Agreement,   and  any  provisions  hereof,  may  not  be
modified, amended, waived, extended, changed, discharged or terminated orally or
by any act or failure to act on the part of Borrower  or Lender,  but only by an
agreement  in  writing  signed  by the party  against  whom  enforcement  of any
modification,  amendment, waiver, extension, change, discharge or termination is
sought.

                  29.      Liability

                  If Borrower consists of more than one person,  the obligations
and  liabilities  of each such  person  hereunder  shall be joint  and  several.
Subject to the provisions  hereof requiring  Lender's consent to any transfer of
the Mortgaged  Property,  this Agreement  shall be binding upon and inure to the
benefit of  Borrower  and Lender and their  respective  successors  and  assigns
forever.

                  30.      Severability

                  If any  provision  hereof is invalid or  unenforceable  in any
jurisdiction,  then,  to the  fullest  extent  permitted  by law:  (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall  be  liberally  construed  in favor of  Lender  in order to carry  out the
<PAGE>
intentions  of the  parties  hereto as nearly as may be  possible,  and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not  affect  the  validity  or  enforceability  of such  provision  in any other
jurisdiction.

                  31.      Section Headings

                  The  headings  and  captions of the  various  Sections of this
Agreement are for  convenience  of reference only and are not to be construed as
defining or limiting, in any way, the scope or intent of the provisions hereof.

                  32.      Counterparts

                  This  Agreement may be executed in any number of  counterparts
and each such duplicate original shall be deemed to be an original.

                  33.      Certain Definitions

                  Unless the  context  clearly  indicates  a contrary  intent or
unless otherwise  specifically provided herein, words used in this Agreement may
be used interchangeably in singular or plural form and the word "Borrower" shall
mean "each Borrower and any subsequent owner or owners of the Mortgaged Property
or any part  thereof or any  interest  therein",  the word  "Lender"  shall mean
"Lender and any subsequent  holder of the Note", the word "person" shall include
an individual,  corporation,  partnership,  trust,  unincorporated  association,
government,   governmental  authority  and  any  other  entity,  and  the  words
"attorneys'  fees" shall include any and all attorneys' fees,  paralegal and law
clerk  fees  including,  without  limitation,  fees at the  pretrial,  trial and
appellate  levels  incurred or paid by Lender in protecting  its interest in the
Mortgaged Property and enforcing its rights hereunder.  Whenever the context may
require,  any pronouns  used herein shall include the  corresponding  masculine,
feminine or neuter  forms,  and the singular  form of nouns and  pronouns  shall
include the plural and vice versa.

                  34.      Assignment

                  Lender  shall have the right to assign or transfer  its rights
under this Agreement and the other Loan Documents without  limitation.  Borrower
shall not assign any of its rights or obligations  under this Agreement  without
the prior written consent of Lender.

                  35.      Successors and Assigns

                  This  Agreement  shall be binding upon Borrower and Lender and
their respective  successors and assigns,  and shall inure to the benefit of and
may be enforced by Lender and its successors, transferees and assigns.

                  36.      Expenses

                  Borrower shall pay to Lender and save Lender harmless from all
liability for the payment of: (a) all filing and recording fees and taxes (other
than Lender's income taxes) payable to any taxing authority  (including  without
limitation  any interest  and  penalties in respect  thereof)  determined  to be
payable  in  connection  with  any  of the  transactions  contemplated  by  this
Agreement;   (b)  all   costs   (including   reasonable   attorneys'   fees  and
disbursements)  incurred  by  Lender  in  connection  with  the  defense  of any
litigation or other legal  proceedings  instituted by third parties  relating to
<PAGE>
the Mortgaged  Property;  and (c) all other  out-of-pocket  expenses  (including
without limitation fees,  disbursements and expenses of the Title Company, Title
Agent  and  Lender's   counsel)  incurred  by  Lender  in  connection  with  the
preparation and execution of this Agreement and all other  documents  related to
the Loan, the administration of the Loan, any extension, renewal or modification
of the Loan, the making of any inspection of the Mortgaged  Property  and/or the
enforcement of Lender's rights and remedies hereunder.

                  37.      SUBMISSION TO JURISDICTION

                  BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
OHIO STATE OR FEDERAL COURT SITTING IN HAMILTON COUNTY OVER ANY SUIT,  ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. LENDER MAY, AT ITS SOLE
DISCRETION,  ELECT THE STATE OF OHIO,  HAMILTON COUNTY,  OR THE UNITED STATES OF
AMERICA, FEDERAL DISTRICT COURT HAVING JURISDICTION OVER HAMILTON COUNTY, AS THE
VENUE OF ANY SUCH  SUIT,  ACTION  OR  PROCEEDING.  BORROWER  HEREBY  IRREVOCABLY
WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY LAW,  ANY  OBJECTION IT MAY NOW OR
HEREAFTER HAVE TO SUCH VENUE AS BEING AN INCONVENIENT FORUM.

                  38.      Service of Process

                  To the extent  permitted  by  applicable  law,  process in any
suit, action or proceeding of the nature referred to in Section 37 hereof may be
served by  registered or certified  mail,  postage  prepaid,  to Borrower at the
address set forth above or to such other  address of which  Borrower  shall have
given Lender written  notice.  Nothing in this Section shall affect the Lender's
right to serve process in any manner  permitted by law, or limit  Lender's right
to bring proceedings against Borrower in the courts of any other jurisdiction.

                  39.      WAIVER OF JURY TRIAL

                  BORROWER  HEREBY  AGREES  NOT TO  ELECT A TRIAL BY JURY OF ANY
ISSUE  TRIABLE OF RIGHT BY JURY,  AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO
THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR  HEREAFTER  EXIST WITH REGARD TO THE
NOTE, THE MORTGAGE,  THIS AGREEMENT OR THE OTHER LOAN  DOCUMENTS,  OR ANY CLAIM,
COUNTERCLAIM  OR OTHER ACTION  ARISING IN CONNECTION  THEREWITH.  THIS WAIVER OF
RIGHT TO TRIAL BY JURY IS GIVEN  KNOWINGLY AND  VOLUNTARILY BY BORROWER,  AND IS
INTENDED TO ENCOMPASS  INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE
RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  LENDER IS HEREBY AUTHORIZED TO
FILE A COPY OF THIS SECTION IN ANY  PROCEEDING  AS  CONCLUSIVE  EVIDENCE OF THIS
WAIVER BY BORROWER.

                  40.      CHOICE OF LAW

                  THIS AGREEMENT  SHALL BE DEEMED TO BE A CONTRACT  ENTERED INTO
PURSUANT TO THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED AND
SHALL  IN  ALL  RESPECTS  BE  GOVERNED,  CONSTRUED,  APPLIED,  AND  ENFORCED  IN
ACCORDANCE WITH THE LAWS OF SUCH JURISDICTION.
<PAGE>

                  IN WITNESS  WHEREOF,  Borrower and Lender have  executed  this
Loan Agreement as of the day and year first above written.

BORROWER:                            OLIVEYE HOTEL LIMITED PARTNERSHIP

                                     By:      OLIVEYE HOTEL CORPORATION



                                              By:
                                                 Emanuel Organek, President




LENDER:                              RESOURCES PENSION SHARES 5, L.P.

                                     By:      RESOURCES CAPITAL CORP.



                                              By:
                                              Printed Name:
                                              Title: