PURCHASE AGREEMENT

      THIS AGREEMENT (this "Agreement"), dated as of January 15, 2003, between
REALTY HOLDINGS OF AMERICA, LLC, a New York limited liability company
("Seller"), having an address at 1370 Avenue of the Americas, New York, New York
10019, and SHELBOURNE JV, LLC, a Delaware limited liability company
("Purchaser"), having an address c/o NorthStar Capital Investment Corp., 527
Madison Avenue, New York, New York 10022.

                                    RECITALS:

      A. Seller owns a 91.26586% percentage equity interest (the "Seller
Interest") in Accotel Equity Investors LLC, a Delaware limited liability company
("Equity"), and the remaining 8.73414% percentage equity interest (the "Other
Interest" and, together with the Seller Interest, the "Sale Assets") in Equity
is owned by Laurie A. Hawkes (the "Other Member");

      B. Equity is the sole member of Accotel Property Investors LLC, a Delaware
limited liability company (the "EFY Owner");

      C. The EFY Owner owns an estate for years in the parcels of land described
in Schedule A hereto (the "Land") and fee title to the improvements situated
thereon (the Land and the improvements situated thereon are collectively, the
"Properties"), subject to the Mortgages (as hereinafter defined), the Net Lease
(as hereinafter defined) and other exceptions to title;

      D. Purchaser desires to acquire from Seller, and Seller desires to sell to
Purchaser, the Sale Assets, in accordance with and subject to the terms and
conditions of this Agreement.

      NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, Seller and Purchaser agree as
follows:

                                    ARTICLE I
                                   Definitions

      The following capitalized terms used in this Agreement shall have the
meanings ascribed to them below:


                                       1
<PAGE>

      "Asset Management Agreement" shall have the meaning given such term in
Section 2.06 of this Agreement.

      "Assignment of Master Lease and Guaranty" shall mean the Assignment of
Master Lease and Guaranty dated as of July 30, 1999 between EFY Owner and
Lender, as supplemented by Assignment of Master Lease and Guaranty dated as of
October __, 1999 between EFY Owner and Lender.

      "Assignment of Master Lease and Guaranty Consent Agreement" shall mean the
Assignment of Master Lease and Guaranty Consent Agreement dated as of July 30,
1999 among Lessee, EFY Owner and Lender, as amended by First Amendment of
Assignment of Master Lease and Guaranty Consent Agreement dated as of October 5,
1999 among Lessee, EFY Owner and Lender.

      "Assignment" shall have the meaning set forth in Section 2.03(b) of this
Agreement.

      "Closing" shall have the meaning set forth in Section 2.03(a) of this
Agreement.

      "Closing Date" shall have the meaning set forth in Section 2.03(a) of this
Agreement.

      "Collateral Assignment of Agreements" means the Collateral Assignment of
Agreements, Permits and Contracts, dated as of July 30, 1999, by EFY Owner for
the benefit of Lender, as supplemented by Reaffirmation of Collateral Assignment
of Agreements, Permits and Contracts, dated as of October 5, 1999, between EFY
Owner and Lender.

      "Designated Parties" shall have the meaning given such term in Section
3.01 of this Agreement.

      "EFY Owner" shall have the meaning given such term in the Recitals of this
Agreement.

      "Equity" shall have the meaning given such term in the Recitals of this
Agreement.

      "Guarantor" shall mean Accor S.A.

      "Guaranty of Recourse Obligations (Owner's)" shall mean the Guaranty of
Recourse Obligations dated as of July 30, 1999 by AP/RH Holdings LLC, Richard H.
Ader, David M. Ledy, Laurie A. Hawkes, David Silvers, Jonathan M. Molin and Jack
Genende in favor of Lender, as supplemented by Reaffirmation to Guaranty of
Recourse Obligations (Owner) dated as of October 5, 1999 by AP/RH Holdings LLC,
Richard H. Ader, David M. Ledy, Laurie A. Hawkes, David Silvers, Jonathan M.
Molin and Jack Genende in favor of Lender.

      "Guaranty of Recourse Obligations (Remainderman's)" shall mean the
Guaranty of Recourse Obligations dated as of July 30, 1999 by AP/RH Holdings
LLC, Richard H. Ader, David M. Ledy, Laurie A. Hawkes, David Silvers, Jonathan
M. Molin and Jack Genende in favor of Lender, as supplemented by Reaffirmation
to Guaranty of Recourse Obligations (Owner) dated as of October 5, 1999 by AP/RH
Holdings LLC, Richard H. Ader, David M. Ledy, Laurie A. Hawkes, David Silvers,
Jonathan M. Molin and Jack Genende in favor of Lender.


                                       2
<PAGE>

      "Guaranty of Payment" shall mean the Guaranty of Payment dated as of July
30, 1999 by AP/RH Holdings LLC, Richard H. Ader, David M. Ledy, Laurie A.
Hawkes, David Silvers, Jonathan M. Molin and Jack Genende in favor of Lender, as
amended by First Amendment to and Reaffirmation of Guaranty of Payment dated as
of October 5, 1999 by AP/RH Holdings LLC, Richard H. Ader, David M. Ledy, Laurie
A. Hawkes, David Silvers, Jonathan M. Molin and Jack Genende in favor of Lender.

      "Lender" shall mean Berkshire Hathaway Credit Corporation.

      "Lessee" shall mean Universal Commercial Credit Leasing VI, Inc.

      "Loan Agreement" shall mean the Loan Agreement, dated as of July 30, 1999,
by and between EFY Owner and Lender, as amended and restated by the Amended and
Restated Loan Agreement dated as of October 5, 1999 between EFY Owner and
Lender.

      "Material Organizational Documents" shall mean, collectively, the
following documents, as the same may have been amended to date or may hereafter
be amended:

            (a)   Certificate of Formation of EFY Owner;
            (b)   Limited Liability Company Agreement of EFY Owner;
            (c)   Certificate of Formation of Equity; and
            (d)   Limited Liability Company Agreement of Equity.

      "Mortgage" shall mean the Indenture of Mortgage, Deed of Trust, Security
Agreement, Fixture Filing, Financing Statement and Assignment of Rents and
Leases dated as of July __, 1999, affecting the Properties, from EFY Owner and
Remainder Owner in favor of Lender or a trustee for the benefit of Lender, as
amended by First Amendment to Indenture of Mortgage, Deed of Trust, Security
Agreement, Fixture Filing, Financing Statement and Assignment of Rents and
Leases dated as of October 5, 1999, affecting the Properties, from EFY Owner and
Remainder Owner in favor of Lender or a trustee for the benefit of Lender.

      "Net Lease" shall mean the Lease Agreement, dated as of July 30, 1999, by
and between EFY Owner and Lessee, demising the Properties, as amended by First
Amendment to Lease Agreement, dated as of October 5, 1999, by and between EFY
Owner and Lessee.

      "Net Lease Guaranty" shall mean the Lease Guaranty, dated as of July 30,
1999, from Guarantor in favor of EFY Owner, as amended by First Amendment to and
Reaffirmation of Lease Guaranty, dated as of October 5, 1999, from Guarantor in
favor of EFY Owner.

      "Note" shall mean the Promissory Note, dated July 30, 1999, from EFY Owner
in favor of Lender, in the amount of $73,720,000, as amended by First Amendment
to Promissory Note, dated as of October 5, 1999, between EFY Owner and Lender,
which inter alia increases the amount thereof to $77,270,000.


                                       3
<PAGE>

      "Other Interest" shall have the meaning given such term in the Recitals of
this Agreement.

      "Other Member" shall have the meaning given such term in the Recitals of
this Agreement.

      "Option and Subordination Agreements" shall mean the nineteen separate
Option and Subordination Agreements, each dated as of July 30, 1999, by and
between Remainder Owner and EFY Owner, together with the Option and
Subordination Agreement, dated as of October 5, 1999, by and between Remainder
Owner and EFY Owner.

      "Outside Date" shall have the meaning set forth in Section 2.03(a) of this
Agreement.

      "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, estate, trust, unincorporated association, any
federal, state, county or municipal government or any bureau, department or
agency thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.

      "Pledge and Security Agreement (Owner's)" shall mean the Pledge and
Security Agreement dated as of July 30, 1999, by Equity for the benefit of
Lender, together with the Agreement and Acknowledgement of Pledge (Owner's)
dated July 30, 1999 by EFY Owner, as supplemented by the Reaffirmation of Pledge
and Security Agreement (Owner's) and Agreement and Acknowledgement of Pledge,
dated as of October 5, 1999, between Equity, EFY Owner and Lender.

      "Pledge and Security Agreement (Remainderman's)" shall mean the Pledge and
Security Agreement dated as of July 30, 1999 by Accotel Remainder Equity LLC for
the benefit of Lender, together with the Agreement and Acknowledgement of Pledge
(Remainderman's) dated July 30, 1999 by Remainder Owner, as supplemented by the
Reaffirmation of Pledge and Security Agreement (Remainderman's) and Agreement
and Acknowledgement of Pledge, dated as of October 5, 1999, between Accotel
Remainder Equity LLC, Remainder Owner and Lender.

      "Properties" shall mean the parcels of land described in Schedule A hereto
and the improvements situated thereon.

      "Property Material Agreements" shall mean, collectively, the following
agreements affecting the Properties as of the date hereof, as the same may
hereafter be amended:

            (i)     the Net Lease;
            (ii)    the Net Lease Guaranty;
            (iii)   the Sublease;
            (iv)    the Sublease Assignment;
            (v)     the Sublease Consent;
            (vi)    the Purchase and Sale Agreement;
            (vii)   the Loan Agreement;
            (viii)  the Note;


                                       4
<PAGE>

            (ix)    the Mortgage;
            (x)     the Assignment of Master Lease and Guaranty;
            (xi)    the Assignment of Master Lease and Guaranty Consent
                    Agreement;
            (xii)   the Collateral Assignment of Agreements;
            (xiii)  the Guaranty of Recourse Obligations (Owner's);
            (xiv)   the Guaranty of Recourse Obligations (Remainderman's);
            (xv)    the Guaranty of Payment;
            (xvi)   the Pledge and Security Agreement (Owner's);
            (xvii)  the Option and Subordination Agreements;
            (xviii) the Tripartite Agreement; and
            (xix)   the Title Policies.

      "Purchase and Sale Agreement" shall mean the Agreement of Purchase and
Sale, dated as of July 30, 1999, between Sublessee and EFY Owner.

      "Purchase Price" shall have the meaning given such term in Section 2.02 of
this Agreement.

      "Purchaser" shall have the meaning given such term in the Preamble of this
Agreement.

      "Purchaser's Closing Costs" shall have the meaning given such term in
Section 2.04(b) of this Agreement.

      "Purchaser Closing Documents" shall have the meaning given such term in
Section 3.02(b) of this Agreement.

      "Remainder Owner" shall mean Accotel Remainder LLC, a Delaware limited
liability company.

      "Sale Assets" shall have the meaning given such term in the Recitals of
this Agreement.

      "Seller" shall have the meaning given such term in the Preamble of this
Agreement.

      "Seller Closing Documents" shall have the meaning given such term in
Section 3.01(b) of this Agreement.

      "Seller's Closing Costs" shall have the meaning given such term in Section
2.04(a) of this Agreement.

      "Seller Interest" shall have the meaning given such term in the Recitals
of this Agreement.

      "Seller's Parties" shall have the meaning given such term in Section
2.05(b)(iv) of this Agreement.


                                       5
<PAGE>

      "Sublease" shall mean the Sublease Agreement, dated as of July 30, 1999,
between Lessee and Sublessee, as amended by First Amendment to Sublease
Agreement, dated as of October 5, 1999, between Lessee and Sublessee.

      "Sublease Assignment" shall mean the Assignment of Master Sublease, dated
as of July 30, 1999, between Lessee and EFY Owner, as supplemented by Assignment
of Master Sublease, dated as of October 5, 1999, between Lessee and EFY Owner.

      "Sublease Consent" shall mean the Sublease Consent, dated as of July 30,
1999, among Sublessee, Lessee, EFY Owner and Lender, as amended by First
Amendment to Sublease Consent, dated as of October 5, 1999, among Sublessee,
Lessee, EFY Owner and Lender.

      "Sublessee" shall mean Motel 6 Operating L.P.

      "Title Policies" shall mean the title insurance policies obtained by EFY
Owner in connection with the acquisition of its interests in the Properties.

      "Tripartite Agreements" shall mean the nineteen separate Tripartite
Agreements each dated as of July 30, 1999 by and among Lessee, Remainder Owner
and EFY Owner, together with the Tripartite Agreement dated as of October 5,
1999 by and among Lessee, Remainder Owner and EFY Owner.

      "USRA" shall have the meaning given such term in Section 2.06 of this
Agreement.

      "Wilmington" shall mean Wilmington Trust Company.

                                   ARTICLE II
                         Agreement to Sell and Purchase;
                           Terms of Sale and Purchase

      2.01. Agreement to Sell and Purchase. In consideration of the mutual
covenants and agreements set forth herein and upon and subject to the terms,
provisions and conditions of this Agreement, Seller agrees to sell, assign,
transfer and convey to Purchaser, and Purchaser agrees to purchase and acquire
from Seller, all of Seller's right, title and interest in the Sale Assets.
(Purchaser acknowledges that Seller does not presently own the Other Interest,
but must acquire it on or before the Closing Date.)

      2.02. Purchase Price; Prorations. (a) The purchase price payable by
Purchaser to Seller for the Sale Assets shall be Two Million Six Hundred
Fifty-Three Thousand and 00/100 Dollars ($2,653,000.00) (the "Purchase Price"),
payable on the Closing Date by wire transfer of immediately available United
States federal funds to the account or accounts designated by Seller. Any wire
transfer on the Closing Date shall be made by 11:00 A.M., New York City time, on
such date.


                                       6
<PAGE>

            (b) Purchaser acknowledges that the Properties are net leased to
Lessee pursuant to the Net Lease and that the Basic Rent (as defined in the Net
Lease) is paid directly by Lessee to the Lender and applied to debt service due
to Lender pursuant to the Note. On the Closing Date, Seller and Purchaser shall
prorate net cash flow payments, such that, there shall be an adjustment in favor
of Purchaser in an amount equal to (i) the difference between the Basic Rent
paid under the Net Lease for the month in which the Closing Date occurs and the
debt service paid under the Note for the month immediately preceding the month
in which the Closing Date occurs, multiplied by (ii) a fraction, the numerator
of which is the number of days from and after the Closing Date through the last
day of the month in which the Closing occurs and the denominator of which is the
total number of days in the month in which the Closing occurs. It is the
intention of the parties to adjust only the net cash flow after payment of debt
service. In addition, on the Closing Date, the annual fees payable to Wilmington
Trust Company for acting as "Independent Manager" of EFY Owner shall be adjusted
as of 11:59 p.m. on the day immediately preceding the Closing Date. There shall
be no other prorations or adjustments. Purchaser acknowledges that neither any
bank accounts maintained by Equity or EFY Owner nor any funds therein will
become the property of, be transferred to, or become under the control of, the
Purchaser upon the Closing.

            (c) It is understood that Purchaser is purchasing the Sale Assets
subject to the obligation of EFY Owner to pay the Note and subject to the
obligations of EFY Owner and Equity under the Net Lease, the Note, the Mortgage
and all other Property Material Agreements, which obligations shall survive the
purchase by Purchaser. Purchaser further acknowledges that the Mortgage requires
the consent of Lender for Purchaser to purchase the Sale Assets. Accordingly,
Purchaser agrees at its sole cost and expense, to exercise commercially
reasonable efforts (including, without limitation, providing such opinions of
counsel as may be required by Lender in accordance with the Mortgage) to obtain
Lender's consent to the purchase of the Sale Assets by Purchaser in accordance
with the conditions and obligations set forth in Section 2.16 of the Mortgage
and in any other of the related loan documents. Purchaser shall pay all expenses
(including, without limitation, all servicing fees and charges) which may be
incurred or imposed by Lender in connection with seeking such consent (which
obligation shall survive the Closing or, in the alternative, the termination of
this Agreement).

      2.03. The Closing.

            (a) The consummation of the sale and purchase of the Sale Assets
contemplated by this Agreement (the "Closing") shall take place at the offices
of Proskauer Rose LLP, 1585 Broadway, New York, New York or at such other
location in New York City as shall be mutually acceptable to the parties, at
12:00 p.m., New York City time on the date which is five days following the date
upon which Lender's consent is obtained (or if such date is not a business day,
the next succeeding business day), or such earlier date as may be mutually
acceptable to the parties (the "Closing Date"); provided, however, in no event
shall the Closing Date occur later than January 31, 2003 (the "Outside Date").


                                       7
<PAGE>

            (b) On the Closing Date, Seller shall sell, assign, transfer and
convey to Purchaser all of Seller's right, title and interest in and to the Sale
Assets by delivery to Purchaser of an instrument of assignment in the form
annexed hereto as Schedule C ( the "Assignment"), and Purchaser shall pay to
Seller the Purchase Price therefor as contemplated by Section 2.02 hereof.

      2.04. Closing Costs.

            (a) In connection with the conveyance of the Sale Assets by Seller
to Purchaser (whether or not the Closing shall occur), Seller shall pay
("Seller's Closing Costs"): (i) the fees and expenses of Seller's legal counsel,
(ii) the cost of obtaining such good standing certificates as are required to be
delivered by Seller pursuant to Section 5.03(e) of this Agreement, (iii)
one-half of all fees and costs charged by Wilmington or its counsel in
connection with the transactions contemplated herein, and (iv) $3,000.00 of the
costs of obtaining Lender's consent to the transfer of the Sale Assets.

            (b) In connection with the conveyance of the Sale Assets by Seller
to Purchaser (whether or not the Closing shall occur), Purchaser shall pay
("Purchaser's Closing Costs"): (i) all costs associated with its due diligence,
including the costs of any inspections, studies, surveys, analysis and tests of
the Properties, (ii) the fees and expenses of Purchaser's legal counsel, (iii)
all costs of obtaining Lender's consent to the transfer of the Sale Assets
including, without limitation, all servicing fees and charges, processing and
rating agency fees payable to Lender, and any fees and disbursements of Lender's
attorneys, in excess of the amount that Seller is obligated to pay pursuant to
Section 2.04 (a)(iv), (iv) one-half of all fees and costs charged by Wilmington
or its counsel in connection with the transactions contemplated herein, and (v)
all other costs and expenses arising in connection with the transactions
contemplated by this Agreement, other than the costs and expenses that are
Seller's responsibility pursuant to Section 2.04(a) hereof.

            (c) The provisions of this Section 2.04 shall survive the Closing.

      2.05. Defaults/Non-Recourse.

            (a) With respect to a violation of a representation by Seller
contained herein or made pursuant hereto discovered by Purchaser after the
Closing, subject to the limitation of survival of a representation set forth in
Section 3.01 hereof, Purchaser shall be entitled to commence an action to obtain
actual damages against Seller; provided, however, that Seller's liability
hereunder shall in no event exceed an amount equal to the Purchase Price
actually received by Seller less Seller's Closing Costs; provided, further,
however, in no event shall Purchaser have the right to collect any
consequential, punitive or indirect damages from Seller and Purchaser waives any
and all such rights.

            (b) Anything contained in this Agreement to the contrary
notwithstanding, no recourse shall be had for the payment of any sum due under
this Agreement, or for any claim based hereon or otherwise in respect hereof
against any members, directors, officers, employees, shareholders,
policyholders, partners, affiliates, trustees, administrators or agents of
Seller or of any of the foregoing or the legal representative, heir, estate,
successor or assignee of any of the foregoing or against any other person,
partnership, corporation or trust, as principal of Seller, whether disclosed or
undisclosed (collectively, "Seller's Parties"). It is understood and agreed by
the parties that all of the obligations of Seller under or with respect to this
Agreement may not be enforced against Seller's Parties.


                                       8
<PAGE>

      2.06. Asset Management Agreement. On the Closing Date, Purchaser shall
cause Equity and EFY Owner to enter into that certain Asset Management Agreement
with U.S. Realty Advisors, LLC ("USRA") in the form attached hereto as Schedule
D (the "Asset Management Agreement"). Performance of the obligations of EFY
Owner and Equity under the Asset Management Agreement shall be secured by an
irrevocable letter of direction to Lender with respect to payment of any cash
flow, in a form acceptable to USRA.

      2.07. Amended Limited Liability Company Agreement. On the Closing Date,
Purchaser shall enter into an Amended and Restated Limited Liability Company
Agreement of Equity, in the form attached hereto as Schedule E (the "Amended LLC
Agreement").

                                  ARTICLE III
                         Representations and Warranties

      3.01. Seller Representations and Warranties. Seller represents and
warrants to Purchaser that as of the date hereof:

            (a) Seller is a limited liability company, duly organized, validly
existing and in good standing under the laws of its jurisdiction of formation.

            (b) Seller has all requisite power and authority to execute and
deliver this Agreement and all documents, certificates, agreements, instruments
and writings it is required to deliver hereunder (collectively, the "Seller
Closing Documents"), and to perform, carry out and consummate the transactions
contemplated to be consummated by it hereby and thereby, including the power and
authority to sell, transfer and convey the Sale Assets to be sold by it,
provided Lender has consented to such transactions and Seller has acquired the
Other Interest. The execution, delivery and performance of this Agreement and
the other Seller Closing Documents have been duly authorized by all necessary
action of Seller, including any required approval of the members of Seller. This
Agreement does, and when executed by Seller, the other Seller Closing Documents
shall, constitute the legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency or similar laws and
by equitable principles.

            (c) There is no action, suit or proceeding before any court or
governmental or other regulatory or administrative agency, commission or
tribunal pending or, to the actual knowledge of Seller, threatened against
Seller or the Sale Assets to be sold by Seller which, if determined adversely to
Seller would reasonably be expected to interfere in any material respect with
the ability of Seller to perform its obligations under this Agreement or
materially and adversely affect the value of the Sale Assets to be sold by
Seller.


                                       9
<PAGE>

            (d) Seller has delivered to Purchaser true and complete copies of
the Property Material Agreements.

            (e) Except as may be contained in the Property Material Agreements,
there are no existing rights of first refusal to purchase or lease the
Properties, or written agreements to otherwise acquire an interest in the
Properties (subject to the existing state of title to the Properties), granted
by Seller.

            (f) Seller has not entered into any leases for the Properties or any
of them other than the Net Lease.

            (g) Seller has not received written notice of any uncured default
from any of (i) Lessee under the Net Lease, (ii) Guarantor under the Net Lease
Guaranty, (iii) Lender under the Mortgage, or (iv) Lessee, Guarantor or Lender
under any other Property Material Agreements.

            (h) Seller has delivered to Purchaser true and complete copies of
the Material Organizational Documents, such Material Organizational Documents
have not been modified, supplemented or amended, and, to Seller's actual
knowledge, the Material Organizational Documents are in full force and effect.

            (i) At Closing, the Sale Assets to be sold by Seller shall be free
and clear of any lien, security interest or encumbrance thereon. There are no
rights, options or other agreements of any kind to purchase, acquire, receive or
issue any interest of Seller in and to the Sale Assets to be sold by it.

            (j) EFY Owner has legal title to its interest in the Properties,
subject to the existing state of title to such Properties.

            (k) Seller has not filed any election to treat EFY Owner or Equity
as a corporation for federal income tax purposes.

            (l) None of Seller, Equity or EFY Owner have received written notice
of any pending condemnation or eminent domain proceeding which would affect any
Property.

            (m) Neither Equity nor EFY Owner has incurred any liabilities,
except for (i) its obligations under the Property Material Agreements to which
it is party, (ii) its obligations under the Material Organizational Documents
related to it, (iii) obligations arising from or relating to the ownership of
its interests in any Property and, in the case of Equity, obligations arising
from or relating to the ownership of its interest in EFY Owner, (iv) its
obligations relating to the maintenance of its status as a Delaware limited
liability company and the maintenance of such company's qualifications to do
business in such other jurisdictions where it has qualified to do business, (v)
obligations arising under any matter appearing of record against any Property,
(vi) customary unsecured trade debt which will not exceed $1,000.00 as of the
Closing Date (other than the fees referred to in clause (vii) of this section),
(vii) the obligation to pay fees to Wilmington or any successor Independent
Manager of EFY Owner, and (viii) the obligation to pay fees to Corporation
Services Company for acting as registered agent of EFY Owner and Equity. Neither
Equity nor EFY Owner owns any assets, except (i) relating to the ownership of
its interests in any Property (in the case of EFY Owner) and relating to the
ownership of its interest in EFY Owner (in the case of Equity), and (ii) bank
accounts.


                                       10
<PAGE>

            (n) EFY Owner has been duly formed and is validly existing in good
standing under the laws of the State of Delaware and has the power and authority
to own all of its interests in the Properties.

            (o) Equity has been duly formed and is validly existing in good
standing under the laws of the State of Delaware and has the power and authority
to own all of its interest in EFY Owner.

            (p) Actual out-of-pocket costs and expenses paid by Seller in
connection with the ownership of its interest in Equity (excluding costs or
expenses that (i) are the obligation of the tenant under the Lease Agreement or
(ii) were paid in connection with the initial closing or the subsequent closing
involving the acquisition of EFY Owner's interest in the Properties, the
financing thereof and the leasing thereof) have not exceeded $10,000 in the
aggregate in any calendar year, and Seller has no actual knowledge of any
existing fact or condition that would cause a material increase in such costs
and expenses.

      For purposes of this Section 3.01, references to a "Seller's actual
knowledge" or words of similar import shall mean the actual knowledge of David
M. Ledy, David Silvers and Jamie Grossman, two of whom are members of the
Managing Member of Equity (collectively, the "Designated Parties"), and shall
not be construed, by imputation or otherwise, to impose upon the Designated
Parties any duty to investigate the matter with respect to which it has actual
knowledge and no such investigation shall be inferred. Purchaser acknowledges
that the Designated Parties are Seller's Parties (as defined in Section 2.05(b)
hereof) and shall have no personal liability hereunder. For purposes of this
Section 3.01, references to "written notice to Seller, Equity and EFY Owner" or
words of similar import shall mean written notice to Seller, Equity or EFY
Owner, as the case may be, received by U.S. Realty Advisors, LLC, 1370 Avenue of
the Americas, New York, New York 10019.

      With respect to a violation of a representation or warranty of Seller
(whether contained in this Agreement or made pursuant hereto) discovered by
Purchaser after the Closing, such representations and warranties of Seller shall
survive the Closing for a period of six (6) months, subject to the terms of
Section 2.05(b).

      3.02. Purchaser Representations and Warranties. Purchaser represents and
warrants to Seller that as of the date hereof:

            (a) Purchaser is a limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of formation.


                                       11
<PAGE>

            (b) Purchaser has all requisite power and authority to execute and
deliver this Agreement and all documents, certificates, agreements, instruments
and writings it is required to deliver hereunder, if any (collectively, the
"Purchaser Closing Documents"), and to perform, carry out and consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance of this Agreement and the other Purchaser Closing Documents have
been duly authorized by all necessary corporate action on the part of Purchaser.
This Agreement does, and when executed by Purchaser, the other Purchaser Closing
Documents shall, constitute the legal, valid and binding obligations of
Purchaser enforceable against Purchaser in accordance with their respective
terms, except as such enforceability may be limited by bankruptcy, insolvency or
similar laws and by equitable principles.

            (c) There is no action, suit or proceeding before any court or
governmental or other regulatory or administrative agency, commission or
tribunal pending or, to the best knowledge of Purchaser, threatened against
Purchaser which, if determined adversely to Purchaser, could reasonably be
expected to interfere in any material respect with the ability of Purchaser to
perform its obligations under this Agreement.

            (d) Purchaser has such knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and risks of its
investment in Equity and it is purchasing such interest for investment for its
own account with no present intention of distributing such investment or any
interest therein.

      With respect to a violation of a representation or warranty of Purchaser
(whether contained in this Agreement or made pursuant hereto) discovered by
Seller after the Closing, such representations and warranties of Purchaser shall
survive the Closing for a period of six (6) months.

                                   ARTICLE IV
                                   Conditions

      4.01. Seller's Conditions. The obligation of Seller under this Agreement
to consummate the transactions contemplated hereby shall be subject to the
satisfaction of all the following conditions, any one or more of which may be
waived in writing by Seller:

            (a) Seller shall have received payment of the Purchase Price, in
accordance with Section 2.02 of this Agreement.

            (b) Purchaser shall have delivered all of the documents and other
items described in Section 5.01.

            (c) The representations and warranties of Purchaser set forth in
Section 3.02 above shall be true and correct in all material respects.

            (d) Lender shall have consented to the transfer of the Sale Assets
contemplated by this Agreement. Purchaser acknowledges that obtaining Lender's
consent will require Purchaser's cooperation. In connection therewith, Purchaser
shall, at its sole cost and expense, and shall cause its affiliates and
employees to promptly, (i) provide such information, (ii) execute and deliver
such certificates, instruments and agreements, (iii) deliver acceptable legal
opinions, addressed to Lender and any applicable rating agencies, including,
without limitation, tax, bankruptcy and substantive non-consolidation opinions,
and (iv) take such other actions, as may be requested by Seller, Lender and/or
the rating agencies (including any of the foregoing actions as may be requested
by Seller as may be necessary to satisfy the requirements in the Mortgage).


                                       12
<PAGE>

      4.02. Purchaser's Conditions. The obligation of Purchaser under this
Agreement to consummate the transactions contemplated hereby shall be subject to
the satisfaction of all of the following conditions, any one or more of which
may be waived in writing by Purchaser:

            (a) Seller shall have delivered all of the documents and other items
described in Section 5.02.

            (b) Seller shall have acquired the Other Interest.

            (c) The representations and warranties of Seller set forth in
Section 3.01 above shall be true and correct in all material respects, except
for any matters that are Lessee's responsibility under the Net Lease.

            (d) Lender shall have consented to the transfer of the Sale Assets
contemplated by this Agreement.

            (e) Lender shall have accepted from Purchaser or its designee a
"bottom tier" guaranty in an amount not to exceed $57,000,000 and on such other
terms and conditions as Purchaser or its designee shall determine.

      4.03. Remedy Upon Failure of Condition. In the event any of the conditions
to Seller's or Purchaser's obligations to consummate the transactions
contemplated by this Agreement set forth in this Section 4 are not satisfied on
or before the Closing Date, then the sole remedy of Purchaser or Seller shall be
to terminate this Agreement upon the giving of written notice to the other party
whereupon this Agreement shall be terminated, and neither Seller nor Purchaser
shall have any further obligations hereunder other than any obligations
expressly stated to survive the termination or expiration of this Agreement.

      4.04. "As Is" Sale. Seller makes no representation or warranties with
respect to any matter whatsoever, including, without limitation, the Sale Assets
or the physical aspects and condition of the Properties, except as expressly set
forth herein. Purchaser shall accept the Sale Assets in their "as is" condition
and the Properties in their "as is" condition and in an "as is" state of repair.
Purchaser agrees that, except as expressly set forth herein, Seller shall not be
bound in any manner whatsoever by any guarantees, promises, projections,
operating expenses, set-ups or other information pertaining to the Sale Assets
and Properties made, furnished or claimed to have been made or furnished by
Seller or any other person or entity, or any partner, employee, consultant,
agent, attorney or other person representing or purporting to represent Seller
whether verbally or in writing. Purchaser acknowledges that neither Seller nor
any of the employees, agents or attorneys of Seller have made and do not make
any verbal or written representations or warranties whatsoever to Purchaser,
whether express or implied, except as expressly set forth in this Agreement,
and, in particular, that no such representations and warranties have been made
with respect to any transaction documents, the physical or environmental
condition or operation of the Properties, the actual or projected revenue and
expenses of the Properties, or the zoning and other laws, regulations and rules
applicable to the Properties. Purchaser has not relied and is not relying upon
any representations or warranties other than the representations and warranties
expressly set forth in this Agreement, or upon any statements made in any
informational materials with respect to the Sale Assets or the Properties
provided by Seller or any other person or entity, or any shareholder, employee,
consultant, agent, attorney or other person representing or purporting to
represent Seller.


                                       13
<PAGE>

                                   ARTICLE V
                               Closing Deliveries

      5.01. Purchaser's Closing Deliveries. At or prior to the Closing,
Purchaser shall make or cause to be made the following deliveries:

            (a) Purchaser shall have executed and delivered to Seller the
Assignment.

            (b) Purchaser shall have delivered to Seller evidence as to the
authority of the person or persons executing documents on behalf of Purchaser.

            (c) Purchaser shall have executed and delivered, or caused to be
executed and delivered, the Amended LLC Agreement.

            (d) Purchaser shall have caused Equity and EFY Owner to execute and
deliver to USRA the Asset Management Agreement and such other agreements as may
be required pursuant to Section 2.06 of this Agreement.

      5.02. Seller's Closing Deliveries. At or prior to the Closing, Seller
shall make or cause to be made the following deliveries:

            (a) Seller shall have executed and delivered to Purchaser the
Assignment.

            (b) Seller shall have executed and delivered to Purchaser a
certificate of "non- foreign person" status that meets the requirements of
Section 1445 of the Internal Revenue Code of 1986, as amended.

            (c) Seller shall have delivered to Purchaser the original or
certified copies of the Material Organizational Documents.

            (d) Seller shall have delivered to Purchaser the original or
certified copies of the Property Material Documents.

            (e) Seller shall have delivered to Purchaser evidence as to the
authority of the person or persons executing the Seller Closing Documents on
behalf of Seller together with evidence of good standing of EFY Owner and Equity
in their respective jurisdictions of formation and such other jurisdictions
where they have qualified to do business.


                                       14
<PAGE>

            (f) Seller shall have delivered to Purchaser an estoppel certificate
executed by Lessee substantially in the form attached as Schedule F-1 hereto and
an estoppel certificate executed by Guarantor substantially in the form attached
as Schedule F-2; hereto; provided, however, that a failure to deliver such
estoppel certificate to Purchaser shall not constitute a default by Seller or
refusal by Seller to perform its obligations in accordance with this Agreement
but instead shall constitute a failure to satisfy a condition pursuant to
Section 4.02 hereof.

            (g) Seller shall have delivered to Purchaser the consent of Lender
to the transfer of the Sale Assets; provided, however, that a failure to deliver
such consent shall not constitute a default by Seller or a refusal by Seller to
perform its obligations in accordance with this Agreement but instead shall
constitute a failure to satisfy a condition pursuant to Section 4.02 hereof.

            (h) Seller shall deliver to Wilmington a notice with respect to the
transfer of the Sale Assets.

            (i) Seller shall deliver to Corporation Services Company a notice
with respect to the transfer of the Sale Assets.

            (j) Seller shall have caused USRA to execute and deliver to EFY
Owner and Equity the Asset Management Agreement.

      5.03. Consent of Seller to Purchaser. Seller, as Member Manager of Equity,
hereby consents, in accordance with Section 22 of the Limited Liability Company
Agreement of Equity, dated as of June 2, 1999, by and between Seller and Laurie
A. Hawkes, to the transactions contemplated by this Agreement all upon the terms
and conditions set forth herein and to the transfer of the Other Interest to
Seller prior to the Closing hereunder.

                                   ARTICLE VI
                                  Miscellaneous

      6.01. Notices. All notices, requests and other communications hereunder
must be in writing and will be deemed to have been duly given only if delivered
personally, by overnight courier, or by facsimile transmission to the parties at
the following addresses or facsimile numbers:


                                       15
<PAGE>

         If to Seller, to:

                  c/o U.S. Realty Advisors, LLC
                  1370 Avenue of the Americas
                  New York, New York 10019
                  Facsimile No.: (212) 581-4950
                  Attn: Mr. David M. Ledy

         with a copy, which shall not constitute notice, to:

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, New York  10036
                  Facsimile No.: (212) 969-2900
                  Attn: Wendy J. Schriber, Esq.

         If to Purchaser, to:

                  c/o NorthStar Capital Investment Corp.
                  527 Madison Avenue
                  New York, New York 10022
                  Attention: Richard J. McCready, Steven B. Kauff
                  Facsimile No.: (212)319-4557

         with a copy, which shall not constitute notice, to:

                  Skadden, Arps, Slate, Meagher & Flom
                  4 Times Square
                  New York, NY 10036
                  Facsimile No.: 212 735-2000
                  Attn: Benjamin F. Needell, Esq.

         and

                  Post & Heymann, LLP
                  100 Jericho Quadrangle, Suite 214
                  Jericho, New York 11753
                  Facsimile No.: (516) 433-2777
                  Attn: David J. Heymann, Esq.

All such notices, requests and other communications will (i) if delivered
personally or by overnight courier to the address as provided in this Section,
be deemed given upon delivery, and (ii) if delivered by facsimile transmission
to the facsimile number as provided in this Section, be deemed given upon
receipt. Any party from time to time may change its address, facsimile number or
other information for the purpose of notices to that party or copies of notices
by giving notice specifying such change to the other parties hereto.


                                       16
<PAGE>

      6.02. Broker. (a) Seller represents and warrants that neither Seller nor
any of its affiliates or any of their respective directors, officers, partners,
managers or members have dealt with anyone acting as broker, finder, financial
advisor or in any similar capacity in connection with this Agreement or any of
the transactions contemplated hereby. Seller shall indemnify, defend and hold
harmless Purchaser from any and all claims, actions, liabilities, losses,
damages and expenses, including reasonable attorneys' fees and disbursements,
which may be asserted against or incurred by Purchaser arising from a breach of
Seller's representation contained in this Section 6.02(a).

            (b) Purchaser represents and warrants that neither Purchaser nor any
of its affiliates or any of their respective directors, officers, partners,
managers or members have dealt with anyone acting as broker, finder, financial
advisor or in any similar capacity in connection with this Agreement or any of
the transactions contemplated hereby. Purchaser shall indemnify, defend and hold
harmless Seller from any and all claims, actions, liabilities, losses, damages
and expenses, including reasonable attorneys' fees and disbursements, which may
be asserted against or incurred by Seller arising from a breach of Purchaser's
representation contained in this Section 6.02(b).

      6.03. Entire Agreement. This Agreement, including all schedules and
exhibits hereto, the Seller Closing Documents and the Purchaser Closing
Documents supersede all prior discussions and agreements between the parties
with respect to the subject matter hereof and thereof, and contain the sole and
entire agreement between the parties hereto with respect to the subject matter
hereof and thereof.

      6.04. Waiver. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in written instrument duly executed by or on
behalf of the party waiving such term or condition. No waiver by any party of
any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion. All remedies, either under this
Agreement or by applicable law or otherwise afforded, will be cumulative and not
alternative.

      6.05. Modification. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each
party hereto.

      6.06. Successors and Assigns. The terms and provisions of this Agreement
are intended solely for the benefit of each party hereto and their respective
successors or permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other person. Subject to the
terms of Section 6.10 hereof, this Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their respective
successors and assigns.

      6.07. Interpretation. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, valid or unenforceable provision or by its
severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.


                                       17
<PAGE>

      6.08. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to a contract
executed and performed in such State, without giving effect to the conflicts of
laws principles thereof.

      6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      6.10. Assignment. Purchaser shall not assign or transfer its rights or
obligations under this Agreement without the prior written consent of Seller,
which consent may be granted or denied in Seller's sole discretion.
Notwithstanding the foregoing, Purchaser shall have the right, without Seller's
consent, to assign this Agreement to any affiliate of Purchaser controlled by
Purchaser, provided such assignee agrees to assume, pursuant to an instrument
acceptable to Seller, the obligations of Purchaser hereunder. No assignment of
this Agreement by Purchaser shall relieve the Purchaser named herein of its
obligations hereunder and, subsequent to any such assignment, the liability of
such named Purchaser hereunder shall continue notwithstanding any subsequent
modification or amendment hereof or the release of any subsequent purchaser
hereunder from any liability, to all of which Purchaser consents in advance.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       18
<PAGE>

      IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Agreement as of the day and year first above written.

                                          SELLER:

                                          REALTY HOLDINGS OF AMERICA, LLC

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                          PURCHASER:

                                          SHELBOURNE JV, LLC

                                          By: Shelbourne Management LLC,
                                                its manager

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:
<PAGE>

                                   SCHEDULE A

Dothan, AL
Douglas, AZ
Casa Grande, AZ
Woodland, CA
Vacaville, CA
Tracy, CA
Davis, CA
Corona, CA
Bakersfield, (E) CA
Valjo Mrwl, E CA
Anaheim, CA
Chgo-Shlr Pk, IL
Louivl-Jefsn, IN
Fargo (W), ND
Las Cruces, NM
Tucumcari, NM
Muskogee, OK
Eug-Sprngfld, OR
Sioux Falls, SD
Centralia, WA
<PAGE>

                                                                      SCHEDULE C

                     ASSIGNMENT AND ASSUMPTION OF INTERESTS

      ASSIGNMENT AND ASSUMPTION OF INTERESTS (this "Agreement"), dated as of the
___ day of January, 2003, by and between REALTY HOLDINGS OF AMERICA, LLC, a New
York limited liability company ("Assignor"), as assignor, and SHELBOURNE JV,
LLC, a Delaware limited liability company ("Assignee"), as assignee.

                              W I T N E S S E T H :

      WHEREAS, Assignor owns 100% of the Percentage equity interest of Accotel
Equity Investors LLC, a Delaware limited liability company (the "Company");

      WHEREAS, Assignor and Assignee are entering into this Agreement to
evidence and confirm the transfer and assignment to Assignee, and assumption by
Assignee, of all of Assignor's right, title and interest in and to the Company,
including, without limitation, all of Assignor's percentage equity interest and
all right, if any, to receive from the Company any certificate, option, right,
allocation, other distribution or other payment of any kind from the Company
attributable to such interests therein (collectively, the "Assigned Interests"),
all from and after the date hereof.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Assignor has bargained, and by these
presents does grant, transfer, assign and convey, unto Assignee, its successors
and assigns forever, all of Assignor's right, title and interest, legal and
equitable, in and to the Assigned Interests from and after the date hereof,
without representation or warranty, express or implied.

      TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns,
FOREVER.

      Assignee accepts such grant, transfer, assignment and conveyance of the
Assigned Interests and by these presents does assume all of the obligations of
Assignor attributable to the Assigned Interests to the extent arising from and
after the date hereof.

      Assignor withdraws, and relinquishes any and all of its right, title and
interest, as a Member of the Company, from and after the date hereof. Assignee
unconditionally and irrevocably consents to such withdrawal.

<PAGE>

      This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by Assignor and Assignee, and their respective heirs, executors,
administrators, successors and assigns.

      This Agreement, the rights and obligations of the parties hereto and any
claims or disputes relating to such rights and obligations shall be governed by
and construed in accordance with the internal laws (and not the law of
conflicts) of the State of New York. To the extent permitted by law, the parties
hereto unconditionally and irrevocably waive any right to assert that the law of
any other jurisdiction governs this Agreement.

      This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which shall constitute a single
instrument.

                                  [END OF TEXT]
<PAGE>

      IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as
of the date first set forth above.

                                            ASSIGNOR:

                                            REALTY HOLDINGS OF AMERICA, LLC

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                            ASSIGNEE:

                                            SHELBOURNE JV, LLC

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                       3
<PAGE>

                                                                      SCHEDULE D

                           ASSET MANAGEMENT AGREEMENT

      THIS AGREEMENT, made as of January __, 2003 by and among ACCOTEL EQUITY
INVESTORS LLC, having an address at c/o Realty Holdings of America, LLC, 1370
Avenue of the Americas, New York, New York 10019 (hereinafter referred to as
"Principal"); ACCOTEL PROPERTY INVESTORS LLC, having an address at c/o Realty
Holdings of America, LLC, 1370 Avenue of the Americas, New York, New York 10019
(hereinafter referred to as "Owner"); and U. S. REALTY ADVISORS, LLC, a limited
liability company organized under the laws of the State of Delaware, having an
address at 1370 Avenue of the Americas, New York, New York 10019 (hereinafter
referred to as "Asset Manager").

                              W I T N E S S E T H:

      WHEREAS, Principal is the beneficial owner of certain limited liability
company interests in Owner, the owner of certain estates for years interests in
land together with the buildings and improvements situated thereon (individually
a "Property" and collectively the "Properties"; a list of the Properties are
annexed hereto as Exhibit A), which Properties are net leased to Universal
Commercial Credit Leasing VI, Inc. ("Tenant") pursuant to a Lease Agreement (the
"Lease"), dated as of July 30, 1999;

      WHEREAS, Principal has the right to control the activities of Owner with
respect to the conduct of its business;

      WHEREAS, Owner and Principal wish to engage Asset Manager to perform
certain services with respect to the Principal's interest in Owner and Owner's
interests in the Properties, and Asset Manager has agreed to perform such
services in accordance with, and subject to, the terms and conditions set forth
herein; and
<PAGE>

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:

      1. Principal hereby appoints Asset Manager as asset manager of Principal's
interest in Owner and Owner's interests in the Properties, and hereby authorizes
Asset Manager to exercise such powers as may be necessary for the performance of
Asset Manager's duties hereunder, and Asset Manager hereby accepts such
appointment on the terms and conditions set forth in this Agreement.

      2. Asset Manager, on behalf of Principal, shall implement, or cause to be
implemented, the decisions of Principal, and shall conduct the ordinary and
usual business affairs of Principal, pertaining to the management of Principal's
interest in Owner and Owner's interests in the Properties, all as provided in
this Agreement. Asset Manager shall at all times conform to policies and
programs established by Principal which are not inconsistent with this Agreement
and the scope of Asset Manager's authority shall be limited to said policies.
Asset Manager agrees to use reasonable commercial efforts in the performance of
the asset management services to be performed hereunder and to comply with
Principal's instructions pertaining thereto. In connection with the performance
of its responsibilities under this Agreement, Asset Manager shall:

            (a) Receive and collect rent (or, if rent is payable directly to a
lender or a servicer therefor, then cash flow) and all other monies payable to
Owner and Principal and deposit the same promptly in Chase Bank accounts (or
such other bank accounts acceptable to each of Owner and Principal) for each of
Owner and Principal (each a "Bank Account" and collectively the "Bank
Accounts"), which accounts shall be used exclusively for the funds of each of
Owner and Principal, respectively, subject to the rights of Asset Manager set
forth in paragraph 5 of this Agreement.


                                       2
<PAGE>

            (b) Use reasonable efforts to secure from Tenant and forward to
Owner any and all certificates of insurance, and renewals thereof, required to
be furnished by Tenant under the terms of the Lease, and, in the event Tenant
fails to obtain or maintain insurance required to be obtained or maintained by
Tenant, Asset Manager shall, promptly upon being notified of same, advise Owner
and Principal of such failure and, if requested by Principal procure substitute
insurance at Principal's expense.

            (c) Establish procedures for, and pay from rents collected from
Tenant, debt service on any loan affecting the Properties (except to the extent
rent is paid directly to the lender or a servicer therefor) and the fees payable
to Asset Manager hereunder.

            (d) Remit to Owner, on or before the tenth (10th) Business Day
following collection of rental payment (or cash flow, if rent is paid directly
to the lender or a servicer therefor), the net receipts from the Properties less
such amount as is reasonably required to be retained by Owner for disbursement
purposes pursuant to subparagraph (c) hereof. Remit to Principal, on or before
the tenth day following collection of rental payment (or cash flow, if rent is
paid directly to the lender or a servicer therefor), the net income payable by
Owner to Principal less such amount as is reasonably required to be retained by
Principal for disbursement purposes, including the Asset Management Fee payable
hereunder.

            (e) Handle promptly complaints and requests from Tenant, and notify
the Owner and Principal of any major complaint or request made by Tenant to
Asset Manager.

            (f) Upon obtaining notice thereof, notify Owner's general liability
insurance carrier and Principal promptly of any personal injury or property
damage occurring to or claimed by Tenant or third party on or with respect to
any of the Properties and promptly forward to the carrier any summons, subpoena,
or other like legal document served upon Asset Manager relating to actual or
alleged potential liability of Principal, Owner or Asset Manager, with copies to
Owner and Principal of all such documents.


                                       3
<PAGE>

            (g) Upon the prior approval of Principal and at the expense of
Principal, cause Owner to retain legal counsel to institute all necessary legal
action or proceedings for the collection of rent or other income from the
Properties, or the ousting or dispossessing of Tenant or other persons
therefrom, and all other matters requiring legal attention. Asset Manager agrees
to use its commercially reasonable business efforts to collect rent and other
charges from Tenant in a timely manner and to pursue Owner's legal remedies for
nonpayment of same. Principal reserves the right to designate or approve counsel
and to control litigation of any character affecting or arising out of the
operation of the Properties.

            (h) Keep Owner and Principal informed of all material actions and
events involving the Properties, the Lease, the Tenant and the Owner, including,
without limitation, all purchase offers and substitution offers.

            (i) Notify Owner and Principal, immediately upon receiving notice
(together with copies of supporting documentation to the extent such
documentation is available to the Asset Manager) of any notice of violation or
alleged violation of any governmental requirements, any defect in any of the
Properties, any fire, accident or other casualty to any of the Properties, any
condemnation proceedings, rezoning or other governmental order, lawsuit or
threat thereof involving any of the Properties. In the case of any fire,
accident or other casualty to any Property, to also immediately upon being
notified thereof telephone notice thereof to Owner's insurance agent so that an
insurance adjuster can view the damage before repairs are started, and complete
customary loss reports in connection with fire, accident or other casualty to
the Property or Properties so affected.


                                       4
<PAGE>

            (j) Upon prior approval of Owner, enter into, on behalf of Owner,
contracts with third parties, on an arms-length basis, to perform such work,
labor and services, and to supply such materials, as may be necessary to abate
an emergency or to protect Principal and/or the Properties in the event of
Tenant's default.

            (k) Otherwise review and enforce Tenant's performance of its
obligations under its Lease and represent Principal and Owner with respect to
the Properties and the Tenant, subject to the limitations contained in this
Agreement.

            (l) At the expense of Principal, cause Principal and Owner to remain
in good standing in all States where they are qualified to do business.

      3. Asset Manager shall have no responsibility for the direct management of
any Property or for the failure of a Tenant to properly perform its obligations
under the Lease.

      4. (a) Asset Manager shall maintain accurate books and records for the
benefit of Owner and Principal of all funds received and disbursed together with
sufficient supporting documentation. Asset Manager shall permit all such books
and records to be inspected and audited by Owner and Principal, and their
respective designees or representatives at all reasonable times and upon
reasonable notice.

            (b) Asset Manager shall furnish, at Principal's expense, (i) not
later than February 28 of each year, annual financial statements of the
Properties (based on Principal's fiscal year), which statements shall be
prepared by an accounting firm, selected and retained by Principal (the
"Accountants"), in accordance with generally accepted accounting principles
consistently applied; and (ii) not later than thirty (30) days following the end
of each quarter, a quarterly statement of income and expense.


                                       5
<PAGE>

            (c) Asset Manager shall, upon the request of and at the expense of
Principal, cause tax returns of Owner and Principal to be prepared by the
Accountants.

      5. (a) In consideration of the services to be provided by Asset Manager
hereunder, Principal and Owner agree to pay to Asset Manager an asset management
fee (the "Asset Management Fee") at the times and in the amounts set forth on
Schedule B, payable monthly in advance, out of net rental payments made by
Tenant. The Asset Management Fee shall be paid within ten (10) days after the
end of each calendar month and Asset Manager is hereby authorized and directed
to deduct and make such payment from income received by Owner and Principal. If
the term of this Agreement commences on other than the first day of a month, the
Asset Management Fee for such month shall be prorated for the actual number of
days remaining in such month after the term commences. Subject to paragraph
5(c), the Asset Management Fee shall be payable solely out of the cash flow from
the Properties collected by Owner and Principal.

            (b) In addition, Principal shall pay the following expenses (the
"Expenses"): (i) actual travel expenses incurred by Asset Manager with the
consent of Principal to perform its duties hereunder, (ii) accounting, trustee
and other administrative fees and expenses incurred by Asset Manager (e.g.
attorneys, accountants) with respect to the preparation of tax returns and
financial reports required under this Agreement, the Lease and the first
mortgage loan secured by the Property and (iii) all other out-of-pocket costs
and expenses directly related to the asset management of the Properties or the
business of Owner and Principal. Nothing herein contained shall require Asset
Manager to expend its own funds or render Asset Manager liable for Tenant's
failure to pay the rents due and payable under the Lease, it being expressly
understood and agreed that the Expenses are payable out of funds to be supplied
by Owner and/or Principal to the extent that the cash flow from the Properties
(after satisfaction of any Asset Management Fee due and payable) is insufficient
therefor. The Expenses shall be paid within ten (10) days after the end of each
calendar month and Asset Manager is hereby authorized and directed to make such
payments out of the monthly distributions payable to each of Owner and Principal
(after satisfaction of any Asset Management Fee then due and payable). To the
extent that the remaining amount of such monthly distributions payable to Owner
and Principal is insufficient to cover the entire amount of the Expenses, Owner
or Principal shall pay the difference.


                                       6
<PAGE>

            (c) If, as the result of an Event of Default under and and as
defined in the Lease, Owner's interest in all the Properties is lost pursuant to
foreclosure proceedings, power of sale, deed in lieu of foreclosure or similar
remedies to a bona fide purchaser unaffliated with Principal or its members,
then this Agreement shall terminate and none of the parties shall have any
further obligation to the others hereunder (other than any that shall have
theretofore accrued), provided, however, that to the extent Owner or Principal
are entitled to receive proceeds therefrom in excess of any applicable mortgage
debt, such excess proceeds shall be distributed as provided in the third
sentence of this paragraph. If, as the result of an Event of Default under and
as defined in the Lease, the Lease is terminated and some or all of the
Properties are re-let, Asset Manager shall be entitled to receive, out of
revenues generated from the Properties in excess of debt service payable on any
mortgage loan secured by the Properties, its accrued and unpaid Asset Management
Fees, together with interest thereon at the rate of 4% per annum (the "Current
Rate"), and thereafter current Asset Management Fees as they become due and
payable. If, subsequent to an Event of Default under and as defined in the
Lease, one or more of the Properties are sold for an amount which in the
aggregate exceeds the then outstanding mortgage indebtedness, then such excess
proceeds shall be distributed as follows: (1) first, to Asset Manager to the
extent of accrued and unpaid Asset Management Fees, together with interest at
the Current Rate, (2) second, to Asset Manager to the extent necessary to
satisfy the Termination Value (as defined in paragraph 7(a) hereof), except that
the Reference Rate in such event shall be 9% per annum, and (3) the balance to
Owner.


                                       7
<PAGE>

      6. If it becomes advisable or necessary to make extraordinary repairs or
engage in the reconstruction or rehabilitation of any Property or any part
thereof, or if Asset Manager is called upon to perform any services not
specifically set forth herein (including, without limitation, obtaining any
financing secured by a mortgage on the Properties or reletting any Properties in
the event of a default by Tenant or the expiration of the Lease), it is agreed
by the parties hereto that Asset Manager shall receive an additional reasonable
fee therefor in an amount to be agreed upon by Owner or Principal and Asset
Manager in their respective sole discretion.

      7. (a) The term of Asset Manager's appointment pursuant to this Agreement
shall commence as of the date hereof and shall continue in full force and effect
(i) as long as the Property is owned directly or indirectly by Principal or (ii)
until July 31, 2022 (the "Termination Date"), whichever is earlier; provided,
however, in the event of a termination pursuant to subsection (i) hereof (but
subject to paragraph 5(c) hereof), Principal shall pay to Asset Manager the
present value of the remaining stream of Asset Management Fees payable through
the Termination Date, discounted at the Reference Rate (the "Termination
Value"). For purposes hereof, the "Reference Rate" shall be determined as
follows: (x) if the remaining period of time until the Termination Date is ten
years or longer, the Reference Rate shall be a per annum rate equal to 100 basis
points over the annual yield for United States Treasury securities having a term
to maturity of ten years, and (y) if the remaining period of time until the
Termination Date is less than ten years, the Reference Rate shall be a per annum
rate equal to 100 basis points over the annual yield for United States Treasury
securities having a term to maturity equal to the then remaining period of time
until the Termination Date. In either case, such annual yield shall be
determined by reference to Federal Reserve Statistical Release H.15 (519)
("Release H.15") published most recently prior to the third business day
preceding the date such amount becomes due and payable. (If there shall be no
actual United States Treasury security having a term to maturity equal to the
then remaining period of time until the Termination Date, the annual yield for a
United States Treasury security deemed to have such a term to maturity shall be
linearly interpolated on a basis consistent with the actual yields of other
United States Treasury securities as determined by reference to Release H.15.)


                                       8
<PAGE>

            (b) Upon termination of this Agreement (after satisfaction of any
liabilites or obligations theretofore accrued or resulting therefrom), the Asset
Manager shall deliver the following to Owner and Principal or their respective
duly appointed agents on or before the thirtieth (30th) day following the
termination date:

                  (i) A final accounting, reflecting the balance of income and
expense as of the date of termination;

                  (ii) Any balance or monies due to Owner and Principal or
tenant security deposits, or both, held by the Asset Manager with respect to the
Properties; and

                  (iii) All records, contracts, leases, in existence at the time
of termination, and all other papers or documents which are the property of
Owner and Principal and which pertain to the Properties.

                  (iv) A letter to Berkshire Hathaway Credit Corporation
consenting to the revocation and termination of the direction letter attached
hereto as Schedule C.

      8. Owner and Principal respectively agree: (i) to hold and save Asset
Manager free and harmless from any claim for damages or injuries to persons or
property by reason of any cause whatsoever either in or about the Properties or
elsewhere when Asset Manager is carrying


                                       9
<PAGE>

out any of the provisions of this Agreement or acting under the express or
implied directions of Owner or Principal, as the case may be; or due to Owner's
or Principal's failure or refusal to comply with or abide by any rule, order,
determination, ordinance or law of any Federal, State or Municipal Authority;
(ii) to reimburse Asset Manager upon demand for any monies reimbursable to Asset
Manager under this Agreement or in connection with or as an expense in defense
of, any claim or civil action, proceeding, charge or prosecution made,
instituted or maintained against Asset Manager, Owner or Principal, jointly or
severally, affecting or due to the conditions or use of the Properties, or acts
or omissions of employees of Owner or Principal; and (iii) to defend promptly
and diligently, at the respective sole expense of Owner or Principal, any claim,
action or proceeding brought against Asset Manager and/or Principal, jointly or
severally, arising out of or connected with any of the foregoing, and to hold
harmless and fully indemnify Asset Manager from any judgment, loss or settlement
on account thereof. The foregoing provisions of this paragraph shall survive the
expiration or termination of Asset Manager's appointment pursuant to this
Agreement, but this shall not be construed to mean that Principal's liability
does not survive as to other provisions of this Agreement. Nothing contained in
this paragraph 8 shall require Principal to indemnify Asset Manager for any
claim (i) which is covered by any insurance maintained by Principal hereunder or
(ii) which is proven to be based upon the gross negligence, willful misconduct
or criminal acts of Asset Manager or a breach of this Agreement by Asset
Manager.

      9. Asset Manager agrees: (i) to reimburse Principal upon demand for any
monies which Principal is required to pay out, either in connection with, or as
an expense in defense of any claim, civil or criminal action, proceeding, charge
or prosecution made, instituted or maintained against Principal, Owner or Asset
Manager, jointly or severally, arising out of Asset Manager's gross negligence,
willful misconduct or criminal acts or breach of this Agreement by Asset Manager
and (ii) to hold harmless and fully indemnify Principal and Owner from any
judgment, loss or settlement in connection with any of the foregoing. The
foregoing provisions of this paragraph 9 shall survive the expiration or
termination of Asset Manager's appointment pursuant to this Agreement, but this
shall not be construed to mean that Asset Manager's liability does not survive
as to other provisions of this Agreement. Nothing contained in this paragraph 9
shall relieve Principal from any of its obligations under this Agreement, or
require Asset Manager to indemnify Owner or Principal for any claim which is
based upon the gross negligence or criminal acts of Owner or Principal.


                                       10
<PAGE>

      10. Intentionally omitted.

      11. All notices referred to herein, shall be sent to the parties at their
respective business addresses first hereinabove given or at such other address
or addresses as any party shall hereafter designate by written notice. To be
effective any notice addressed as aforesaid must be (i) delivered by hand, or
(ii) sent by overnight mail, or (iii) sent by United States registered or
certified mail. Any notice sent as aforesaid shall be effective (i) upon receipt
if delivered by hand, or (ii) one day after mailing if set by overnight mail, or
(iii) three days after mailing if sent by registered or certified mail.

      12. This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and shall supersede any and all other
agreements between the parties with respect to the subject matter hereof. This
Agreement may not be changed or modified orally but only by written instrument
signed by duly authorized officers of the parties hereto.

      13. This Agreement shall be binding on the parties hereto, their
respective successors and assigns, provided, however, Asset Manager shall not
assign its interest in this Agreement without Principal's prior written consent.


                                       11
<PAGE>

      14. The term "Business Day" as used herein means a day in which banks
located in New York, New York are not required or authorized to remain closed.

      15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

      16. Nothing contained in this Agreement shall be deemed or construed to
require Asset Manager to perform the services of attorneys, real estate brokers,
certified public accountants, architects, contractors, engineers or other
professions requiring special licenses or make Asset Manager responsible for the
failure of the various professionals hired by Principal (or Asset Manager on
Principal's behalf) to properly perform or provide their services.

      17. Nothing contained in this Agreement shall prevent Asset Manager, or
any officer, director, employee, shareholder or affiliate of Asset Manager, from
engaging in other real estate or investment activities, including without
limitation, the rendering of advice to other investors and the management of
other properties; nor shall this Agreement limit or restrict the right of any
director, officer, employee, shareholder or affiliate of Asset Manager to engage
in any other business or to render services of any kind to any other
partnership, corporation, firm, individual, trust or association.

      18. Notwithstanding anything to the contrary contained herein, the
obligations of Owner and Principal are recourse only to their respective
interests in the Property and Owner and no recourse shall be had against any
member, manager or beneficial owner of Principal for any reason whatsoever.


                                       12
<PAGE>

IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year
first above written.

ACCOTEL PROPERTY INVESTORS LLC

By: ACCOTEL EQUITY INVESTORS LLC, its Member

By: Realty Holdings of America, LLC, its Manager

By:
    ----------------------------------
    Name:
    Title:


ACCOTEL EQUITY IVNESTORS LLC

By: Realty Holdings of America, its Manager

By:
    ----------------------------------
    Name:
    Title:


U.S. REALTY ADVISORS, LLC

By:
    ----------------------------------
    David M. Ledy, Partner


                                       13
<PAGE>

                                    EXHIBIT A


                                      A-1
<PAGE>

                         SCHEDULE B TO ASSET MANAGEMENT
                     AGREEMENT BETWEEN ACCOTEL PROPERTY, LLC
             AND ACCOTEL EQUITY, LLC, AND U.S. REALTY ADVISORS, LLC

                  PAYMENT DUE DATE                                    AMOUNT
                  ----------------                                    ------

January                  1                       2003                $5,291.46
February                 1                       2003               $10,291.46
March                    1                       2003               $10,291.46
April                    1                       2003               $10,291.46
May                      1                       2003               $10,291.46
June                     1                       2003               $10,291.46
July                     1                       2003               $10,291.46
August                   1                       2003               $27,152.93
September                1                       2003               $27,152.93
October                  1                       2003               $27,152.93
November                 1                       2003               $27,152.93
December                 1                       2003               $27,152.93
January                  1                       2004               $22,152.93
February                 1                       2004               $27,152.93
March                    1                       2004               $27,152.93
April                    1                       2004               $27,152.93
May                      1                       2004               $27,152.93
June                     1                       2004               $27,152.93
July                     1                       2004               $27,152.93
August                   1                       2004               $42,973.97
September                1                       2004               $42,973.97
October                  1                       2004               $42,973.97
November                 1                       2004               $42,973.97
December                 1                       2004               $42,973.97
January                  1                       2005               $37,973.97


                                      B-1
<PAGE>

February                 1                       2005               $42,973.97
March                    1                       2005               $42,973.97
April                    1                       2005               $42,973.97
May                      1                       2005               $42,973.97
June                     1                       2005               $42,973.97
July                     1                       2005               $42,973.97
August                   1                       2005               $42,973.97
September                1                       2005               $42,973.97
October                  1                       2005               $42,973.97
November                 1                       2005               $42,973.97
December                 1                       2005               $42,973.97
January                  1                       2006               $37,973.97
February                 1                       2006               $42,973.97
March                    1                       2006               $42,973.97
April                    1                       2006               $42,973.97
May                      1                       2006               $42,973.97
June                     1                       2006               $42,973.97
July                     1                       2006               $42,973.97
August                   1                       2006               $42,973.97
September                1                       2006               $42,973.97
October                  1                       2006               $42,973.97
November                 1                       2006               $42,973.97
December                 1                       2006               $42,973.97
January                  1                       2007               $37,973.97
February                 1                       2007               $42,973.97
March                    1                       2007               $42,973.97
April                    1                       2007               $42,973.97
May                      1                       2007               $42,973.97
June                     1                       2007               $42,973.97
July                     1                       2007               $42,973.97
August                   1                       2007               $42,973.97
September                1                       2007               $42,973.97
October                  1                       2007               $42,973.97
November                 1                       2007               $42,973.97
December                 1                       2007               $42,973.97
January                  1                       2008               $37,973.97
February                 1                       2008               $42,973.97
March                    1                       2008               $42,973.97
April                    1                       2008               $42,973.97


                                      B-2
<PAGE>

May                      1                       2008               $42,973.97
June                     1                       2008               $42,973.97
July                     1                       2008               $42,973.97
August                   1                       2008               $42,973.97
September                1                       2008               $42,973.97
October                  1                       2008               $42,973.97
November                 1                       2008               $42,973.97
December                 1                       2008               $42,973.97
January                  1                       2009               $37,973.97
February                 1                       2009               $42,973.97
March                    1                       2009               $42,973.97
April                    1                       2009               $42,973.97
May                      1                       2009               $42,973.97
June                     1                       2009               $42,973.97
July                     1                       2009               $42,973.97
August                   1                       2009               $42,973.97
September                1                       2009               $42,973.97
October                  1                       2009               $42,973.97
November                 1                       2009               $42,973.97
December                 1                       2009               $42,973.97
January                  1                       2010               $37,973.97
February                 1                       2010               $42,973.97
March                    1                       2010               $42,973.97
April                    1                       2010               $42,973.97
May                      1                       2010               $42,973.97
June                     1                       2010               $42,973.97
July                     1                       2010               $42,973.97
August                   1                       2010               $42,973.97
September                1                       2010               $42,973.97
October                  1                       2010               $42,973.97
November                 1                       2010               $42,973.97
December                 1                       2010               $42,973.97
January                  1                       2011               $37,973.97
February                 1                       2011               $42,973.97
March                    1                       2011               $42,973.97
April                    1                       2011               $42,973.97
May                      1                       2011               $42,973.97
June                     1                       2011               $42,973.97
July                     1                       2011               $42,973.97


                                      B-3
<PAGE>

August                   1                       2011               $42,973.97
September                1                       2011               $42,973.97
October                  1                       2011               $42,973.97
November                 1                       2011               $42,973.97
December                 1                       2011               $42,973.97
January                  1                       2012               $37,973.97
February                 1                       2012               $42,973.97
March                    1                       2012               $42,973.97
April                    1                       2012               $42,973.97
May                      1                       2012               $42,973.97
June                     1                       2012               $42,973.97
July                     1                       2012               $42,973.97
August                   1                       2012               $32,875.09
September                1                       2012               $32,875.09
October                  1                       2012               $32,875.09
November                 1                       2012               $32,875.09
December                 1                       2012               $32,875.09
January                  1                       2013               $27,875.09
February                 1                       2013               $32,875.09
March                    1                       2013               $32,875.09
April                    1                       2013               $32,875.09
May                      1                       2013               $32,875.09
June                     1                       2013               $32,875.09
July                     1                       2013               $32,875.09
August                   1                       2013               $32,875.09
September                1                       2013               $32,875.09
October                  1                       2013               $32,875.09
November                 1                       2013               $32,875.09
December                 1                       2013               $32,875.09
January                  1                       2014               $27,875.09
February                 1                       2014               $32,875.09
March                    1                       2014               $32,875.09
April                    1                       2014               $32,875.09
May                      1                       2014               $32,875.09
June                     1                       2014               $32,875.09
July                     1                       2014               $32,875.09
August                   1                       2014               $32,875.09
September                1                       2014               $32,875.09
October                  1                       2014               $32,875.09


                                      B-4
<PAGE>

November                 1                       2014               $32,875.09
December                 1                       2014               $32,875.09
January                  1                       2015               $27,875.09
February                 1                       2015               $32,875.09
March                    1                       2015               $32,875.09
April                    1                       2015               $32,875.09
May                      1                       2015               $32,875.09
June                     1                       2015               $32,875.09
July                     1                       2015               $32,875.09
August                   1                       2015               $32,875.09
September                1                       2015               $32,875.09
October                  1                       2015               $32,875.09
November                 1                       2015               $32,875.09
December                 1                       2015               $32,875.09
January                  1                       2016               $27,875.09
February                 1                       2016               $32,875.09
March                    1                       2016               $32,875.09
April                    1                       2016               $32,875.09
May                      1                       2016               $32,875.09
June                     1                       2016               $32,875.09
July                     1                       2016               $32,875.09
August                   1                       2016               $24,656.32
September                1                       2016               $24,656.32
October                  1                       2016               $24,656.32
November                 1                       2016               $24,656.32
December                 1                       2016               $24,656.32
January                  1                       2017               $19,656.32
February                 1                       2017               $24,656.32
March                    1                       2017               $24,656.32
April                    1                       2017               $24,656.32
May                      1                       2017               $24,656.32
June                     1                       2017               $24,656.32
July                     1                       2017               $24,656.32
August                   1                       2017               $24,656.32
September                1                       2017               $24,656.32
October                  1                       2017               $24,656.32
November                 1                       2017               $24,656.32
December                 1                       2017               $24,656.32
January                  1                       2018               $19,656.32


                                      B-5
<PAGE>

February                 1                       2018               $24,656.32
March                    1                       2018               $24,656.32
April                    1                       2018               $24,656.32
May                      1                       2018               $24,656.32
June                     1                       2018               $24,656.32
July                     1                       2018               $24,656.32
August                   1                       2018               $24,656.32
September                1                       2018               $24,656.32
October                  1                       2018               $24,656.32
November                 1                       2018               $24,656.32
December                 1                       2018               $24,656.32
January                  1                       2019               $19,656.32
February                 1                       2019               $24,656.32
March                    1                       2019               $24,656.32
April                    1                       2019               $24,656.32
May                      1                       2019               $24,656.32
June                     1                       2019               $24,656.32
July                     1                       2019               $24,656.32
August                   1                       2019               $24,656.32
September                1                       2019               $24,656.32
October                  1                       2019               $24,656.32
November                 1                       2019               $24,656.32
December                 1                       2019               $24,656.32
January                  1                       2020               $19,656.32
February                 1                       2020               $24,656.32
March                    1                       2020               $24,656.32
April                    1                       2020               $24,656.32
May                      1                       2020               $24,656.32
June                     1                       2020               $24,656.32
July                     1                       2020               $24,656.32
August                   1                       2020               $24,656.32
September                1                       2020               $24,656.32
October                  1                       2020               $24,656.32
November                 1                       2020               $24,656.32
December                 1                       2020               $24,656.32
January                  1                       2021               $19,656.32
February                 1                       2021               $24,656.32
March                    1                       2021               $24,656.32
April                    1                       2021               $24,656.32


                                      B-6
<PAGE>

May                      1                       2021               $24,656.32
June                     1                       2021               $24,656.32
July                     1                       2021               $24,656.32
August                   1                       2021               $24,656.32
September                1                       2021               $24,656.32
October                  1                       2021               $24,656.32
November                 1                       2021               $24,656.32
December                 1                       2021               $24,656.32
January                  1                       2022               $19,656.32
February                 1                       2022               $24,656.32
March                    1                       2022               $24,656.32
April                    1                       2022               $24,656.32
May                      1                       2022               $24,656.32
June                     1                       2022               $24,656.32
July                     1                       2022               $24,656.32


                                      B-7
<PAGE>

                                                                      SCHEDULE E

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH
SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME, EXCEPT UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGER OF
THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE
SUBMISSION TO THE MANAGER OF THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO THE MANAGER TO THE EFFECT THAT ANY SUCH TRANSFER OR SALE WILL
NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

            AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          ACCOTEL EQUITY INVESTORS LLC

      THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
"Agreement") of Accotel Equity Investors LLC (the "Company"), is entered into as
of the ____ day of January, 2003, by and between Shelbourne JV LLC, a Delaware
limited liability company ("Shelbourne"), having an address c/o NorthStar
Capital Investment Corp., 527 Madison Avenue, New York, New York 10022, as the
sole member of the Company (the "Member"), and Realty Holdings of America, LLC,
a New York limited liability company, as the non-member manager of the Company
("Realty"), having an office at 1370 Avenue of the Americas, 29th Floor, New
York, New York 10019. This Agreement amends and restates in its entirety that
certain Limited Liability Company Agreement of the Company dated as of June 2,
1999 (the "Original Agreement"). Capitalized terms used but not defined herein
have the meanings set forth in Schedule A attached hereto.

      Realty and Laurie A. Hawkes (the "Initial Members") formed a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del. C. ss. 18-101, et seq.), as amended from time to
time (the "Act"). 100% of the interests of the Initial Members in the Company
have been acquired by Shelbourne and, as a condition to such acquisition, Realty
is to be appointed the non-member manager of the Company. Accordingly,
Shelbourne and Realty hereby agree as follows:

1. Name. The name of the limited liability company formed hereby is Accotel
Equity Investors LLC (the "Company").

2. Purposes. Subject to Section 8.9, the purposes of the Company are to engage
in the following activities:
<PAGE>

      (i) to be the member manager of Accotel Property Investors LLC ("Accotel
Property");

      (ii) to exercise all other powers necessary and reasonably connected with
the Company's business which may legally be exercised by limited liability
companies under the Act; and

      (iii) to engage in all activities necessary, customary, convenient, or
incident to any of the foregoing.

      The initial purpose of the Company is to acquire, obtain mortgage
financing for, lease, operate, manage and sell real property interests; and to
create and utilize corporations, limited liability companies, business trusts,
partnerships or other entities, and take all other actions, in furtherance of
carrying out the foregoing.

3. Registered Office and Principal Business Office.

      (i) The address of the registered office of the Company in the State of
Delaware is c/o Corporation Service Company, 1013 Centre Road, Wilmington, New
Castle County, Delaware 19805.

      (ii) The principal business office of the Company shall be located at 1370
Avenue of the Americas, New York, New York 10019, or such other location as may
hereafter be determined by the Manager.

4. Registered Agent. The name and address of the registered agent of the Company
for service of process on the Company in the State of Delaware is Corporation
Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware
19805.

5. Powers of the Company. The Company shall have and exercise all powers
necessary, convenient or incidental to accomplish its purposes as set forth in
Section 2.

6. Members.

      (i) The name and mailing address of the Member is:

                Shelbourne JV LLC
                c/o NorthStar Capital Investment Corp.
                527 Madison Avenue, 16th Floor
                New York, New York 10022

      (ii) Member limited liability company interests shall not be certificated.

      (iii) Any vote, action or consent to be taken or made by the Member may be
taken or made by any Person designated and authorized by the Member in a proxy
substantially in the form attached hereto as Exhibit A (a "Proxy"). Any Proxy so
executed shall be delivered to the Company and the Manager and shall be valid
and binding on the Member and the Company and enforceable in accordance with its
terms.


                                       2
<PAGE>

7. Powers of Members. Subject to Sections 8.1, 8.2 and 8.3, the Member shall
have the power to exercise any and all rights and powers granted to the Member
pursuant to the express terms of this Agreement. Except as otherwise
specifically provided by this Agreement or required by the Act, the Manager
shall have the power to act for and on behalf of, and to bind, the Company.
David M. Ledy, as an authorized person within the meaning of the Act, has
executed, delivered and filed the Certificate of Formation of the Company. The
Original Agreement was effective as of the time that the Certificate of
Formation was filed with the Office of the Secretary of State of the State of
Delaware. Upon the filing of the Certificate of Formation with the Office of the
Secretary of State of the State of Delaware, Mr. Ledy's powers as an "authorized
person" ceased, and the Manager thereupon became a designated "authorized
person," and shall continue as a designated "authorized person" within the
meaning of the Act. The Manager shall execute, deliver and file any other
certificates (and any amendments and/or restatements thereof) necessary for the
Company to qualify to do business in any jurisdiction in which the Company may
wish to conduct business.

8. Management.

      8.1 Management of the Company.

      (i) Subject to Sections 8.1(iv), 8.3 and 8.9, and except as otherwise
expressly provided in this Agreement, Realty shall be the manager of the Company
(the "Manager") and, in such capacity, shall manage the Company in accordance
with this Agreement. The Manager is an agent of the Company's business, and the
actions of the Manager taken in such capacity and in accordance with this
Agreement shall bind the Company. The Manager is not a Member.

      (ii) Subject to Sections 8.1(iv), 8.2(b), 8.3 and 8.9, and except as
otherwise expressly provided in this Agreement, the Manager shall have full,
exclusive and complete discretion to manage and control the business and affairs
of the Company, to make all decisions affecting the business and affairs of the
Company and to take all such actions as it deems necessary or appropriate to
accomplish the purposes of the Company as set forth herein. Subject to Sections
8.3 and 8.9, and except as otherwise expressly provided in this Agreement, the
Manager shall be the sole person or entity with the power to bind the Company,
except and to the extent that such power is expressly delegated to any other
Person by the Manager, and such delegation shall not cause the Manager to cease
to be the Manager.

      (iii) Subject to Sections 8.1(iv), 8.3 and 8.9, the Manager may appoint
individuals with or without such titles as it may elect, including the titles of
President, Vice President, Treasurer, Secretary, and Assistant Secretary, to act
on behalf of the Company with such power and authority as the Manager may
delegate in writing to any such persons;


                                       3
<PAGE>

      (iv) Notwithstanding anything in this Section 8.1 to the contrary, but
subject to Sections 8.3 and 8.9, if at any time an Event of Default shall occur
and be continuing under the Indenture or under any other of the Loan Documents,
the Manager and the Restructuring Manager, acting jointly or individually, shall
have the power and authority to consummate and effectuate, and to cause Accotel
Property to consummate and effectuate, any settlement or restructuring of the
Loan with the Lender (including, without limitation, causing the properties
owned by Accotel Property to be conveyed to the Lender or its designee in lieu
of foreclosure) as they may deem necessary, in their sole good faith judgment,
to protect the Special Members from incurring any liability under the Recourse
Guaranties. The Restructuring Manager shall have no duty (fiduciary or
otherwise) in each case or decision concerning the matters described in this
Section 8.1(iv). The "Restructuring Manager" shall initially be Richard H. Ader;
in the event of the death or incapacity of Richard H. Ader, the rights and
responsibilities of the Restructuring Manager shall be performed by the Special
Managers, who shall act by a majority in number.

      8.2 Powers of the Manager. (a) Subject to Sections 8.1(iv), 8.2(b), 8.3
and 8.9, and except as otherwise expressly provided in this Agreement, the
Manager shall have the right, power and authority, in the management of the
business and affairs of the Company, to do or cause to be done any and all acts
deemed by the Manager to be necessary or appropriate to effectuate the business,
purpose and objectives of the Company, at the expense of the Company. Without
limiting the generality of the foregoing, but subject to Sections 8.1(iv), 8.3
and 8.9, the Manager shall have the power and authority to:

      (i) establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including with respect to
allocations and distributions;

      (ii) hold and own any and all Company property on behalf of and in the
name of the Company;

      (iii) execute on behalf of the Company all instruments and documents,
including, without limitation, checks, drafts, notes and other negotiable
instruments, mortgages or deeds of trust, security agreements, financing
statements, documents providing for the acquisition, mortgage or disposition of
the property or the Company or Accotel Property, assignments, bills of sale,
leases, partnership agreements, and any other instruments or documents
necessary, in the opinion of the Manager, to the business of the Company,
subject to the provisions of Section 8.2(b);

      (iv) employ accountants, legal counsel, managing agents or other experts
(including Realty or an Affiliate thereof) to perform services for the Company
or Accotel Property and to compensate them from Company funds; or

      (v) enter into any and all other agreements, including (x) confirmations
and reaffirmations, and further assurances with respect to, the Loan Documents
and (y) all documents, agreements and instruments related to the making of
investments of Company funds.

      Except as set forth in Sections 8.1(iv), 8.2(b), and 8.9, the expression
of any power or authority of the Manager in this Agreement shall not in any way
limit or exclude any other power or authority of the Manager which is not
specifically or expressly set forth in this Agreement.


                                       4
<PAGE>

      (b) Notwithstanding anything to the contrary contained in this Agreement,
the Manager shall not take any of the following actions without the prior
written consent of the Member:

      (i) bring or defend on behalf of the Company or Accotel Property actions
and proceedings at law or in equity before any court or governmental,
administrative or other regulatory agency, body or commission or otherwise;

      (ii) acquire or cause Accotel Property to acquire real or personal
property from any Person;

      (iii) borrow money on behalf of the Company or Accotel Property, cause or
permit the Company or Accotel Property to directly or indirectly incur any new
or additional indebtedness (other than any that are the obligation of the tenant
under the Lease Agreement to satisfy) or hypothecate, encumber or grant security
interests in the assets of the Company or Accotel Property to secure repayment
of the borrowed sums; provided, however, that the Manager may (without the
consent of the Member) confirm and reaffirm indebtedness of the Company or
Accotel Property heretofore incurred and the grant of security interests in the
assets of the Company or Accotel Property pursuant to the Loan Documents;

      (iv) modify the Loan Documents, except that without the consent of the
Member, the Manager may modify any or all of the Recourse Guaranties and may
cooperate with the Restructuring Manager in exercising their rights under
Section 8.1(iv);

      (v) take any affirmative voluntary action with respect to the Company
(except as provided in this Agreement), Accotel Property, the Loan or the
Properties (as defined in the Indenture), other than an action reasonably
necessary to comply with the terms of the Loan Documents or any lease or other
agreement relating to the Properties (provided, however, that Member shall not
unreasonably withhold or delay its consent to any action which Manager desires
to take which is not reasonably necessary to comply with the terms of the Loan
Documents or any lease or other agreement relating to the Properties and
provided, further, that Manager shall have the right, without the consent of the
Member, to take any action in furtherance of its rights under Section 8.1(iv))
or knowingly breach by an affirmative action any provisions of the Loan
Documents or the lease or other agreement relating to the Properties, unless
such breach arises from any default by the tenant under the Lease Agreement or
any insufficiency of funds generated from the ownership;

      (vi) purchase liability or other insurance to protect the property and
business of the Company or Accotel Property;

      (vii) sell or otherwise dispose of the assets of the Company or Accotel
Property, except that, without the consent of the Member, Manager may cause any
such assets to be disposed of as provided in the Loan Documents or as provided
in Section 8.1(iv);

      (viii) admit any new member to the Company or to Accotel Property; or


                                       5
<PAGE>

      (ix) make any election to treat the Company or Accotel Property as a
corporation for federal income tax purposes.

      The Member acknowledges that the Company and Accotel Property have entered
into that certain Asset Management Agreement, dated as of the date hereof, among
the Company, Accotel Property and U.S. Realty Advisors, LLC, an Affiliate of
Realty, and the Member consents to such agreement. The Member also consents to
Manager causing Accotel Property to enter into a Fee and Indemnification
Agreement with Wilmington Trust Company substantially in the form attached
hereto as Schedule D.

      8.3 Special Managers. At all times that the Recourse Guaranties shall
remain outstanding, the Company shall have the Special Managers and the Member
and the Manager hereby appoint the Persons listed on Schedule C hereto to act as
the initial Special Managers. To the fullest extent permitted by Section
18-1101(c) of the Act, the Special Managers and the Manager shall have no duty
(fiduciary or otherwise) to consent or vote in favor of the institution of any
proceedings, the filing of any petition, or the taking of any action, in each
case concerning the matters more fully described in Section 8.9(iii) or (iv).
All rights, power and authority of the Special Managers or Manager, as the case
may be, shall be limited to the extent necessary to exercise those rights and
perform those duties specifically set forth in this Agreement. Any Special
Manager may resign and be discharged of this Agreement upon not less than 30
days prior written notice to the Member and the Manager. As long as the Recourse
Guaranties shall remain outstanding, in no event shall any Special Manager be
removed by the Manager or the Member except upon the express written consent of
such Special Manager.

      If the Special Manager is not an individual, any Person into which the
Special Manager may be merged or with which it may be consolidated, or any
Person resulting from any merger or consolidation to which the Special Manager
shall be a party, or any Person which succeeds to all or substantially all of
the business of the Special Manager, shall be the successor Special Manager
under this Agreement without the execution, delivery or filing of any paper or
instrument or further act to be done on the part of the parties hereto,
notwithstanding anything to the contrary herein.

      If the Special Manager is an individual, the duties of the Special Manager
may be passed by will or intestacy to successors, heirs or assigns.

      The indemnification and other rights of each Special Manager under this
Agreement shall survive the termination of this Agreement and shall survive the
resignation of such Special Manager.

      8.4 No Management by Other Persons or Entities. Except as set forth in
Sections 8.1(iv), 8.3 and 8.9, and only to the extent expressly delegated by the
Manager, no person or entity other than the Manager shall be an agent of the
Company or have any right, power or authority to transact any business in the
name of the Company or to act for or on behalf of or to bind the Company.


                                       6
<PAGE>

      8.5 Reliance by Third Parties. Subject to Sections 8.1(iv) and 8.9, any
Person dealing with the Company or the Managers or the Member may rely upon a
certificate signed by the Manager as to:

      (i) the identity of the Manager or the Member;

      (ii) the existence or non-existence of any fact or facts which constitute
a condition precedent to acts by the Manager or the Member or are in any other
manner germane to the affairs of the Company;

      (iii) the Persons who are authorized to execute and deliver any instrument
or document of or on behalf of the Company; or

      (iv) any act or failure to act by the Company or as to any other matter
whatsoever involving the Company, the Managers or the Member.

      Notwithstanding the foregoing, no Person dealing with the Company or the
Managers or the Member may rely upon any certificates in circumstances where (a)
Section 8.1(iv) applies, unless such certificates are executed by the Manager or
the Restructuring Manager, and (b) Section 8.9 applies, unless such certificates
are executed by each of the Special Managers.

      8.6 Compensation of Managers; Expenses. The Managers shall serve without
compensation. Manager shall be entitled to reimbursement by the Company of all
expenses incurred by it in its capacity as Manager; provided that any such
expenses in excess of $2,000 per year shall have been consented to by Member.
Manager shall not be obligated to take any action that would involve incurring
any costs or expenses without assurance acceptable to it that funds have been or
will be made available to satisfy such costs and expenses.

      8.7 No Removal of Managers. Notwithstanding anything contained in this
Agreement to the contrary, so long as any of the Recourse Guaranties remain
outstanding, the Member shall have no right to remove the Manager, the
Restructuring Manager or the Special Managers. Upon the indefeasible discharge,
termination and release of the Recourse Guaranties by the beneficiary thereof,
the Manager, the Restructuring Manager and the Special Managers shall
automatically be removed from their positions in the Company and the Member
shall appoint a new manager of the Company, which may be the Member.

      8.8 Managers as Agents. To the extent of its powers set forth in this
Agreement and subject to Sections 8.1(iv), 8.3 and 8.9, the Manager is an agent
of the Company for the purpose of the Company's business, and the actions of the
Manager taken in accordance with such powers set forth in this Agreement shall
bind the Company.

      8.9 Limitations on the Company's Activities.

            (i) This Section 8.9 is being adopted in order to provide certain
protection to the Special Managers in respect of the Recourse Guaranties.


                                       7
<PAGE>

            (ii) Unless the Managers and the Special Manager shall have been
removed pursuant to Section 8.7, the Member shall not amend, alter, change or
repeal any provisions contained in this Agreement without the written consent of
the Managers and the Special Manager (which they may give or withhold in their
sole discretion).

            (iii) Notwithstanding any other provision of this Agreement and any
provision of law that otherwise so empowers the Company, the Member or the
Managers, neither the Member nor the Managers shall be authorized or empowered,
nor shall they permit the Company, without the prior unanimous written consent
of the Member, each Special Manager (in its sole discretion) and the Managers
(in their sole discretion), to institute proceedings to have the Company be
adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Company or file a petition seeking, or
consent to, reorganization or relief with respect to the Company under any
applicable federal or state law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or a substantial part of its property, or make
any assignment for the benefit of creditors of the Company, or admit in writing
the Company's inability to pay its debts generally as they become due, or, to
the fullest extent permitted by law, take action in furtherance of any such
action, or dissolve or liquidate the Company, or consolidate or merge the
Company with or into any Person, or sell all or substantially all of the assets
of the Company and the foregoing is subject in all cases to the second sentence
of Section 8.3.

            (iv) Notwithstanding any other provision of this Agreement and any
provision of law that otherwise so empowers the Company, the Member or the
Managers, neither the Member nor the Managers shall be authorized or empowered,
nor shall they permit the Company, without the prior unanimous written consent
of the Member, each Special Manager (in its sole discretion) and the Managers
(in their sole discretion), to institute proceedings to have Accotel Property be
adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against Accotel Property or file a petition seeking,
or consent to, reorganization or relief with respect to Accotel Property under
any applicable federal or state law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of Accotel Property or a substantial part of its property, or
make any assignment for the benefit of creditors of Accotel Property, or admit
in writing Accotel Property's inability to pay its debts generally as they
become due, or, to the fullest extent permitted by law, take action in
furtherance of any such action, or dissolve or liquidate Accotel Property, or
consolidate or merge Accotel Property with or into any Person, or sell all or
substantially all of the assets of Accotel Property and the foregoing is subject
in all cases to the second sentence of Section 8.3.

            (v) The Manager shall cause the Company to:

                  (a)   maintain its own separate books and records and bank
                        accounts;

                  (b)   at all times hold itself out to the public as a legal
                        entity separate from the Member, the Managers and any
                        other Person;


                                       8
<PAGE>

                  (c)   file its own tax returns, if any, as may be required
                        under applicable law, to the extent not part of a
                        consolidated group filing a consolidated return or
                        returns, and pay any taxes required to be paid under
                        applicable law;

                  (d)   not commingle its assets with assets of any other
                        Person;

                  (e)   conduct its business in its own name;

                  (f)   maintain separate financial statements;

                  (g)   maintain an arm's length relationship with its
                        Affiliates, the Member and the Managers;

                  (h)   pay the salaries of its own employees, if any;

                  (i)   not hold out its credit as being available to satisfy
                        the obligations of others;

                  (j)   allocate fairly and reasonably any overhead for shared
                        office space;

                  (k)   use separate stationery, invoices and checks;

                  (l)   not pledge its assets for the benefit of any other
                        Person (except as contemplated by the Loan Documents);

                  (m)   correct any known misunderstanding regarding its
                        separate identity;

                  (n)   maintain adequate capital in light of its contemplated
                        business purposes;

                  (o)   observe all Delaware limited liability company
                        formalities; and

                  (p)   not acquire any obligations or securities of the Member.

      8.10 Consideration. Member acknowledges that the provisions contained in
this Agreement with respect to the Manager, the Restructuring Manager and the
Special Managers (including without limitation the second sentence of Section
8.3) are included herein for the protection of the guarantors under the Recourse
Guaranties and that, without such provisions, such guarantors would not have
permitted the Member to acquire its membership interests in the Company while
their Recourse Guaranties remained in effect.

9. Dissolution. Subject to Sections 8.3 and 8.9, the Company shall dissolve, and
its affairs shall be wound up upon the first to occur of the following: (a) the
written consent of the Member, the Manager and each Special Manager or (b) the
entry of a decree of judicial dissolution under Section 18-802 of the Act. The
bankruptcy of a Member shall not cause such Member to cease to be a member of
the Company and upon the occurrence of such an event, the business of the
Company shall continue without dissolution. Notwithstanding anything to the
contrary in the foregoing, so long as any Indebtedness shall remain outstanding,
neither the Member nor the Managers shall dissolve, liquidate or terminate the
Company.


                                       9
<PAGE>

10. Capital Contribution. The Member is hereby admitted as the sole member of
the Company upon the execution and delivery of this Agreement.

      (i) Except as provided in Section 11 hereof, no Member shall be obligated
to make any contribution or otherwise provide any funds or credit to or on
behalf of the Company, whether or not such additional contribution or funds may
be required to conduct the Company's business, to avoid default under any
mortgage or any other obligation of the Company, or for any other purpose.

      (ii) A Capital Account shall be established for each Member.

      (iii) On the transfer of an Interest, the Capital Account of the
transferor which is attributable to such Interest shall carry over to the
transferee. If an election under Section 754 of the Code is in effect, the rules
set forth in Regulation Section 1.704-1(b)(2)(iv)(m) shall apply.

      (iv) This Agreement is intended to provide for the determination and
maintenance throughout the full term of the Company of Capital Accounts in
accordance with the capital account rules of Regulation Section
1.704-1(b)(2)(iv). The provisions of this Agreement are to be interpreted
consistently with this intent.

      (v) The Company shall be treated as a partnership for U.S. Federal income
tax purposes.

11. Additional Contributions. Upon not less than 10 days notice from Manager,
the Member shall make a contribution of capital to the Company in the amount
specified by Manager to satisfy the following costs: (i) annual accounting
services (including tax return and financial statement preparation) provided to
the Company and to Accotel Property, (ii) the fees of Wilmington Trust Company
for acting as the "Independent Manager" and "Special Member" of Accotel
Property, (iii) franchise taxes and fees of the Company and Accotel Property,
(iv) fees of Corporation Services Company for acting as the statutory
representative of the Company and Accotel Property, (v) fees of accountants,
legal counsel, managing agents or other experts, which have been engaged by
Manager to perform services (other than as contemplated in clause (i) of this
Section) for the Company or Accotel Property pursuant to Section 8.2(a)(iv),
with the consent of the Member, and (vi) the expenses of Manager incurred as
contemplated by Section 8.6. Except as provided herein, the Member is not
required to make any additional capital contributions to the Company.

12. Allocation of Profits and Losses. Profits and losses shall be allocated to
the Member.


                                       10
<PAGE>

13. Distributions. To the extent that revenues exceed the sum of expenses plus a
reserve in an amount determined by the Manager in its sole and absolute
discretion for future expenses that may be incurred by the Company,
distributions shall be made to the Member not less frequently than annually.
Notwithstanding any provision to the contrary contained in this Agreement, the
Company shall not be required to make, nor make, a distribution to the Member on
account of its Interest in the Company if such distribution would violate
Section 18-607 of the Act or any other applicable law.

14. Resignation. The Member may not resign as the member of the Company, except
in connection with any transfer of its ownership interest in the Company as
permitted by the Loan Documents.

15. Books and Records. The Manager shall keep or cause to be kept complete and
accurate books of account and records with respect to the Company's business.
The books of the Company shall at all times be maintained by the Manager. The
Member and each Special Manager and their respective duly authorized
representatives shall have the right to examine and copy the Company books,
records and documents during normal business hours. The Company, and the
Managers on behalf of the Company, shall have the right to keep confidential
from the Member and the Special Managers any information that the Managers are
permitted to keep confidential from the Member pursuant to Section 18-305(c) of
the Act. The Company's books of account shall be kept using the method of
accounting determined by the Manager.

16. Admission of Additional Members. Subject to Section 8.9, additional members
of the Company may be admitted to the Company with the written consent of the
Member and the Manager; provided that, the consent of the Manager shall not be
required for the admission as a member of an Approved Transferee (as defined in
the Lender's Consent) to which membership interests in the Company have been
assigned pursuant to and in compliance with Section 22, and provided, further,
that so long as any Indebtedness remains outstanding, no additional Member may
be admitted to the Company except in compliance with the Loan Documents.

17. Limited Liability. Except as otherwise expressly provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be the debts, obligations and liabilities solely of the
Company, and neither the Member nor the Managers shall be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being a Member or acting as a Manager of the Company.

18. Exculpation and Indemnification.

      18.1 No Member or Manager (including the Special Managers, the Manager and
the Restructuring Manager), or agent of the Company and no employee,
representative, agent or Affiliate of the Member, the Special Manager, the
Manager or the Restructuring Manager (collectively, the "Covered Persons") shall
be liable to the Company or any other Person who has an interest in or claim
against the Company for any loss, damage or claim incurred by reason of any act
or omission performed or omitted by such Covered Person in good faith on behalf
of the Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person by this Agreement, except that a
Covered Person shall be liable for any such loss, damage or claim to the extent
incurred by reason of such Covered Person's gross negligence or willful
misconduct.


                                       11
<PAGE>

      18.2 To the fullest extent permitted by applicable law, the Company hereby
indemnifies and holds harmless each Covered Person for any loss, damage or claim
incurred by such Covered Person by reason of any act or omission performed or
omitted by such Covered Person in good faith and in a manner reasonably believed
to be within the scope of the authority conferred on such Covered Person by this
Agreement, except that no Covered Person shall be entitled to be indemnified in
respect of any loss, damage or claim incurred by such Covered Person by reason
of such Covered Person's gross negligence or wilful misconduct with respect to
such acts or omissions; provided, however, that any indemnity under this Section
18 shall be provided out of and to the extent of Company assets only, and no
Member shall have personal liability on account thereof.

      18.3 To the fullest extent permitted by applicable law, expenses
(including legal fees and expenses) incurred by a Covered Person defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the final disposition of such claim, demand, action,
suit or proceeding upon receipt by the Company of an undertaking by or on behalf
of the Covered Person to repay such amount if it shall be determined that the
Covered Person is not entitled to be indemnified as authorized in this Section
18.

      18.4 A Covered Person shall be fully protected in relying in good faith
upon the records of the Company and upon such information, opinions, reports or
statements presented to the Company or such Covered Person by any Person as to
matters the Covered Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Company, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, or any other
facts pertinent to the existence and amount of assets from which distributions
to the Member might properly be paid.

      18.5 To the extent that, at law or in equity, a Covered Person has duties
(including fiduciary duties) and liabilities relating thereto to the Company or
to any other Covered Person, a Covered Person acting under this Agreement shall
not be liable to the Company or to any other Covered Person for its good faith
reliance on the provisions of this Agreement or any approval or authorization
granted by the Company or any other Covered Person. The provisions of this
Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Member
to replace such other duties and liabilities of such Covered Person. Whenever in
this Agreement a Covered Person is permitted or required to make a decision (i)
in its "sole discretion" or "discretion" or under a grant of similar authority
or latitude, such Covered Person shall be entitled to consider only such
interests and factors as it desires, including its own interests, and shall have
no duty or obligation to give any consideration to any interest of or factors
affecting the Company or the Member, or (ii) in its "good faith" or under
another expressed standard, such Covered Person shall act under such express
standard and shall not be subject to any other or different standards imposed by
this Agreement or any other agreement contemplated herein or by relevant
provisions of law or in equity or otherwise.


                                       12
<PAGE>

      18.6 The foregoing provisions of this Section 18 shall survive any
termination of this Agreement.

19. Insurance. With the consent of the Member, the Company may purchase and
maintain insurance, to the extent and in such amounts as the Manager shall, in
its sole discretion, deem reasonable, on behalf of Covered Persons and such
other persons or entities as the Manager shall determine, against any liability
that may be asserted against or expenses that may be incurred by any such person
or entity in connection with the activities of the Company or such indemnities,
regardless of whether the Company would have the power to indemnify such person
or entity against such liability under the provisions of this Agreement. The
Manager and the Company may enter into indemnity contracts with Covered Persons
and adopt written procedures pursuant to which arrangements are made for the
advancement of expenses and the finding of obligations under Section 18 hereof
and containing such other procedures regarding indemnification as are
appropriate.

20. Outside Business. The Member, the Managers, the Special Manager or any
Affiliate of any thereof may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Company, and the Company, the Member, the
Managers and the Special Managers shall have no rights by virtue of this
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Company, shall not be deemed wrongful or improper. The Member,
the Managers, the Special Managers or any Affiliate of any thereof shall not be
obligated to present any particular investment opportunity to the Company even
if such opportunity is of a character that, if presented to the Company, could
be taken by the Company, and the Member, the Managers, the Special Managers or
any Affiliate of any thereof shall have the right to take for its own account
(individually or as a partner, shareholder, fiduciary or otherwise) or to
recommend to others any such particular investment opportunity.

21. Amendments. Subject to Section 8.9, this Agreement may not be modified,
altered, supplemented or amended except pursuant to a written consent executed
and delivered by the Member. Notwithstanding anything to the contrary in this
Agreement, so long as the Recourse Guaranties shall remain outstanding, this
Agreement may not be modified, altered, supplemented or amended without the
written consent of the Manager and each of the Special Managers. No amendment,
supplement or other modification of this Agreement which affects the rights,
powers, duties, immunities or indemnification of the Manager or the Special
Managers may be made, nor shall be effective, without the prior written consent
of the Manager and the Special Managers.


                                       13
<PAGE>

22. Assignments. Without the prior written consent of the Manager (which consent
may be given or withheld in the sole and absolute discretion of the Manager),
the Member may not assign in whole or in part its membership interests or,
directly or indirectly, cause or permit a Transfer (as defined in the Loan
Documents, without regard to the Lender's Consent) of its membership interests,
except to an Approved Transferee, as defined in the Lender's Consent, and
provided that the conditions set forth in the Lender's Consent with respect to
any such assignment or Transfer shall have been satisfied. Notwithstanding
anything to the contrary in the foregoing, so long as any Indebtedness shall
remain outstanding, the Member may not, directly or indirectly, cause or permit
a Transfer of its membership interests, except as permitted by the Loan
Documents.

23. Waiver of Partition: Nature of Interest. Except as otherwise expressly
provided in this Agreement, to the fullest extent permitted by law, the Member
hereby irrevocably waives any right or power that the Member might have to cause
the Company or any of its assets to be partitioned, to cause the appointment of
a receiver for all or any portion of the assets of the Company, to compel any
sale of all or any portion of the assets of the Company pursuant to any
applicable law or to file a complaint or to institute any proceeding at law or
in equity to cause the dissolution, liquidation, winding up or termination of
the Company. No Member shall have any interest in any specific assets of the
Company, and no Member as such shall have the status of a creditor of the
Company or be entitled to any remedies available to a creditor of the Company
with respect to any distribution pursuant to Section 13 hereof. The interests of
the Member in the Company are personal property.

24. Benefits of Agreement: No Third-Party Rights. None of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditor of the
Company or by any creditor of any Member. Nothing in this Agreement shall be
deemed to create any right in any Person (other than Covered Persons) not a
party hereto, and this Agreement shall not be construed in any respect to be a
contract in whole or in part for the benefit of any third Person.

25. Severability of Provisions. Each provision of this Agreement shall be
considered severable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

26. Tax Related Matters.

      (i) The Member is hereby designated the Tax Matters Partner (as defined in
the Code) on behalf of the Company and in such capacity shall have the right to
take all action which a Tax Matters Partner is permitted to take. Any
accountants and/or lawyers retained by the Company in connection with any
Internal Revenue Service audit of the Company shall be selected by the Tax
Matters Partner and the fees therefor shall be expenses of the Company.


                                       14
<PAGE>

      (ii) At the request of the Member, the Manager shall cause the Company and
Accotel Property to prepare and timely file all income tax and other tax returns
of the Company and Accotel Property, provided that the Member shall have the
right to select the accountant engaged therefor. In such event, the Manager
shall furnish to the Member its respective form K-1, together with a copy of any
tax or information return filed by the Company and such other information which
the Member may reasonably request in connection with its own tax affairs. If the
Manager is not requested to do so, the Member shall be responsible for causing
the Company and Accotel Property to prepare and timely file all income tax and
other tax returns of the Company and Accotel Property.

27. Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof.

28. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Delaware (without regard to conflict of laws principles),
all rights and remedies being governed by said laws.

29. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Agreement and all of which
together shall constitute one and the same instrument.

30. Notices. Any notices required to be delivered hereunder shall be in writing
and personally delivered, mailed or sent by telecopy or other similar form of
rapid transmission, and shall be deemed to have been duly given upon receipt (a)
in the case of the Company, to the Company at its address in Section 3(ii), (b)
in the case of the Member, to the Member at its address as listed in Schedule B
attached hereto, (c) in the case of the Manager, to such Manager at its address
listed opposite its name on the signature page hereto, (d) in the case of the
Restructuring Manager, to such Restructuring Manager at the address listed
opposite his name on the signature page hereto, (e) in the case of the Special
Managers, to such Special Manager at the address listed opposite his, her or its
name in Schedule C attached hereto, and (f) in the case of any of the foregoing,
at such other address as may be designated by written notice to the other
parties to this Agreement and to the Company.


                                       15
<PAGE>

      IN WITNESS WHEREOF, the undersigned has duly executed this Limited
Liability Company Agreement as of the day and year first aforesaid.

                                            MEMBER:

                                            SHELBOURNE JV LLC

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                            MANAGER:

Address: c/o U.S. Realty Advisors, LLC      REALTY HOLDINGS OF AMERICA, LLC,
         1370 Avenue of the Americas
         New York, New York 10019           By: REALTY HOLDINGS OF AMERICA, LTD.
                                                Managing Member

                                            By:
                                                --------------------------------
                                                Name:  David M. Ledy
                                                Title: Executive Vice President


                                            RESTRUCTURING MANAGER:
Address:

                                            ------------------------------------
                                                      Richard H. Ader


                                       16
<PAGE>

                                   SCHEDULE A

                                   Definitions

A. Definitions.

      When used in this Agreement, the following terms not otherwise defined
herein have the following meanings:

            "Affiliate" means, with respect to any Person, any other Person
directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such Person.

            "Certificate of Formation" means the Certificate of Formation of the
Company filed with the Office of the Secretary of State of the State of Delaware
on June 2, 1999, as amended or amended and restated from time to time.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Collateral Assignment" means the Collateral Assignment of
Agreement, Permits and Contracts, dated July 30, 1999 by Accotel Property
Investors LLC in favor of Berkshire Hathaway Credit Corporation, as the same may
from time to time be amended, modified or supplemented.

            "Company" means Accotel Equity Investors LLC, a Delaware limited
liability company.

            "Control" means the possession, directly or indirectly, or the power
to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities or general partnership or
Membership interests, by contract or otherwise. "Controlling" and "Controlled"
shall have correlative meanings. Without limiting the generality of the
foregoing, a Person shall be deemed to Control any other Person in which it
owns, directly or indirectly, a majority of the ownership interests.

            "Covered Persons" has the meaning set forth in Section 18.1.

            "Indebtedness" shall have the meaning set forth in the Indenture.

            "Indenture" means that certain Indenture of Mortgage, Deed of Trust,
Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases
and Rents, dated as of July 30, 1999, from Accotel Property Investors LLC and
Accotel Remainder LLC, collectively as trustors or mortgagors, as applicable, to
the trustee named therein for the benefit of Berkshire Hathaway Credit
Corporation, as the same may from time to time be amended, modified or
supplemented.


                                       17
<PAGE>

            "Initial Members" means Realty Holdings of America, LLC, a New York
limited liability company, and Laurie A. Hawkes, an individual.

            "Interest" means the entire limited liability company ownership
interest of a Member in the Company at any particular time, including the right
of such Member to any and all benefits to which a Member may be entitled as
provided in this Agreement, together with the obligations of such Member to
comply with all the terms and provisions of this Agreement.

            "Lease Agreement" means that certain Lease Agreement, dated July 30,
1999 between Accotel Property Investors LLC and Universal Commercial Credit
Leasing VI, Inc., as the same may from time to time be amended, modified or
supplemented.

            "Lender" means Berkshire Hathaway Credit Corporation (or its
successors or assigns).

            "Lender's Consent" means that certain Consent, dated as of January
__, 2003 by the Lender.

            "Loan" has the meaning set forth in the Indenture.

            "Loan Documents" means the Purchase and Sale Agreement, the Lease
Agreement, the Collateral Assignment and the "Loan Documents" (as defined in the
Indenture), as amended, restated or supplemented from time to time.

            "Manager" means Realty Holdings of America, LLC, or any Affiliate
thereof designated by Realty Holdings of America, LLC (or its successors or
assigns) to act as the Manager.

            "Managers" means the Manager and the Restructuring Manager. The
Managers each are hereby designated as a "manager" of the Company within the
meaning of Section 18- 101(10) of the Act.

            "Member" means Shelbourne JV LLC, a Delaware limited liability
company.

            "Members" means the Member and includes any Person admitted as an
additional member of the Company or a substitute member of the Company pursuant
to the provisions of this Agreement, including Section 22 of the Agreement.

            "Person" means any individual, corporation, partnership, joint
venture, limited liability company, limited liability partnership, association,
joint-stock company, trust, unincorporated organization, or other organization,
whether or not a legal entity, and any governmental authority.


                                       18
<PAGE>

            "Purchase and Sale Agreement" means that certain Purchase and Sale
Agreement, dated as of July 30, 1999, between Accotel Property Investors LLC and
Motel 6 Operating L.P.

            "Proxy" has the meaning as set forth in Section 6(iv) of the
Agreement.

            "Recourse Guaranties" shall mean collectively (i) the Guaranty of
Payment, dated as of July 30, 1999 made by each of the Special Managers in favor
of Berkshire Hathaway Credit Corporation, (ii) the Guaranty of Recourse
Obligations (Owner), dated as of July 30, 1999 made by each of the Special
Managers in favor of Berkshire Hathaway Credit Corporation, and (iii) the
Guaranty of Recourse Obligations (Remainderman), dated as of July 30, 1999, made
by each of the Special Managers in favor of Berkshire Hathaway Credit
Corporation, as the same may from time to time be amended, modified or
supplemented.

            "Regulations" means the federal income tax regulations, including
temporary (but not proposed) regulations, promulgated under the Code, as such
regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).

            "Restructuring Manager" means Richard H. Ader; provided that in the
event of the death or incapacity of Richard H. Ader, the Restructuring Manager
shall mean the Special Managers who shall act by a majority in number.

            "Special Manager" means each of the Persons listed on Schedule C
attached hereto or such other Persons designated by the Manager.

B. Rules of Construction.

      Definitions in this Agreement apply equally to both the singular and
plural forms of the defined terms. The words "include" and "including" shall be
deemed to be followed by the phrase "without limitation." The terms "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Section, paragraph or
subdivision. The Section titles appear as a matter of convenience only and shall
not affect the interpretation of this Agreement. All Section, paragraph, clause,
Exhibit or Schedule references not attributed to a particular document shall be
references to such parts of this Agreement.


                                       19
<PAGE>

                                   SCHEDULE B

                                     Members

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                  Amount of Capital               Percentage
             Name                     Mailing Address               Contribution                   Interest
             ----                     ---------------               ------------                   --------
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                           <C>                            <C>
Shelbourne JV LLC                                                                                    100%
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       20
<PAGE>

                                                                       EXHIBIT A

                                                                   FORM OF PROXY

                                IRREVOCABLE PROXY
                          ACCOTEL EQUITY INVESTORS LLC

The undersigned, ________________________________, being a member of Accotel
Equity Investors LLC, a Delaware limited liability company (the "Company"), and
the holder of a limited liability company interest in the Company, does hereby
constitute and appoint ________________________________ (the "Agent"), as his,
her or its proxy, effective automatically and without the necessity of any
action (including any transfer of any limited liability company interest on the
record books of the Company) by any other person or entity (including the
Company or any officer or agent thereof), to represent the undersigned and to
exercise all rights, benefits and privileges of the undersigned as a member of
the Company and/or the holder of any limited liability company interest in the
Company, including, without limitation, to act by consent and to call and attend
all meetings of members of the Company and/or holders of limited liability
company interests in the Company to be held from time to time with full power to
vote and act for the undersigned in the name, place and stead of the undersigned
and in the same manner, to the same extent, and with the same effect that the
undersigned would if personally present at such meetings, giving to the Agent
full power of substitution and revocation.

            THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE

Any proxy or proxies heretofore given by the undersigned to any person or
persons or entity or entities whatsoever are hereby revoked. This proxy shall
continue in full force and effect until _________________________.

[NAME OF PROXY GIVER]

By:
    ------------------------------
Name:
      ----------------------------
Title:
       ---------------------------


In presence of:


----------------------------------
Witness


                                       21
<PAGE>

                                   SCHEDULE C

                                Special Managers

Name                            Address
----                            -------

Richard H. Ader                 820 Park Avenue
                                New York, New York 10021

David M. Ledy                   21 East 87th Street
                                Apt. 10D
                                New York, New York 10128

Laurie A. Hawkes                1 Eastway
                                Bronxville, New York 10708

David Silvers                   25 East 86th Street
                                New York, New York 10028

Jonathan M. Molin               349 East 49th Street
                                New York, New York 10017

Jack Genende                    29 Algonquin Drive
                                Chappaqua, New York 10514

AP/RH Holdings LLC              c/o Apollo Real Estate Investment Fund III, L.P.
                                1301 Avenue of the Americas
                                New York , New York 10019


                                       22
<PAGE>

                                  Schedule F-1

                       Intentionally omitted from filing.

<PAGE>

                                  Schedule F-2

                       Intentionally omitted from filing.