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                                  Exhibit 10.1

        Form of Escrow Agreement between CNL Hospitality Properties, Inc.
                               and SouthTrust Bank


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                                ESCROW AGREEMENT


         THIS ESCROW AGREEMENT (the "Agreement") is dated this ____ day of
___________, 2003, by and among CNL HOSPITALITY PROPERTIES, INC., a Maryland
corporation (the "Company"), CNL SECURITIES CORP., a Florida corporation (the
"Managing Dealer"), and SOUTHTRUST BANK (the "Escrow Agent"). This Agreement
shall be effective as of the effective date of the Company's Registration
Statement filed with the Securities and Exchange Commission (the "Effective
Date").

         WHEREAS, the Company proposes to offer and sell, on a best-efforts
basis through the Managing Dealer and selected broker-dealers registered with
the National Association of Securities Dealers, Inc. (the Managing Dealer and
such selected broker-dealers are hereinafter referred to collectively as the
"Soliciting Dealers") up to 175,000,000 shares of common stock of the Company
(the "Shares") to investors at $10.00 per Share pursuant to a registration
statement (the "Registration Statement") filed with the Securities and Exchange
Commission; and

         WHEREAS, the Company and the Managing Dealer desire to establish an
escrow in which funds received from subscribers will be deposited and the Escrow
Agent is willing to serve as Escrow Agent upon the terms and conditions herein
set forth;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, the parties covenant and agree as follows.

         1.    Establishment  of Escrow  Accounts.  On or prior to the Effective
Date, the Company and the Managing  Dealer shall  establish an  interest-bearing
escrow  account with the Escrow  Agent,  which escrow  account shall be entitled
"ESCROW  ACCOUNT  FOR  THE  BENEFIT  OF  SUBSCRIBERS  FOR  COMMON  STOCK  OF CNL
HOSPITALITY  PROPERTIES,  INC." (the "Escrow Account").  All monies deposited in
the Escrow  Account are  hereinafter  referred to as the  "Escrowed  Funds." The
Managing  Dealer  will,  and  will  cause  selected   broker-dealers  acting  as
Soliciting  Dealers to,  instruct  subscribers to make checks for  subscriptions
payable to either the  Escrow  Agent or the  Company.  The  Managing  Dealer may
authorize  certain  Soliciting  Dealers which are "$250,000  broker-dealers"  to
instruct their customers to make their checks for Shares  subscribed for payable
directly to the Soliciting  Dealer.  In such case,  the  Soliciting  Dealer will
collect the proceeds of the  subscribers'  checks and issue a check made payable
to the order of the Escrow Agent for the  aggregate  amount of the  subscription
proceeds.

         2.    Deposits  into the  Escrow  Account.  The  Managing  Dealer  will
promptly  deliver all monies received from subscribers for the payment of Shares
to the Escrow Agent for deposit in the Escrow Account.

         3.    Collection Procedure.

               (a) The Escrow Agent is hereby  authorized  to forward each check
         for collection  and, upon  collection of the proceeds of each check, to
         deposit the collected proceeds in the Escrow Account or, alternatively,
         the Escrow Agent may  telephone the bank on which the check is drawn to
         confirm that the check has been paid.

               (b) Any  check  returned  unpaid  to the  Escrow  Agent  shall be
         returned to the  Soliciting  Dealer that  submitted the check.  In such
         cases the Escrow Agent will promptly notify the Company of such return.

               (c) In the event that (i) the Company  rejects  any  subscription
         for  Shares  or  (ii) an  investor  who has  telephonically  or  orally
         subscribed  for Shares  properly  withdraws  such  subscription  within
         fifteen (15) days from the date written confirmation has been mailed to
         the subscriber, and, in either such event, the Escrow Agent has already
         collected funds for such subscription,  the Escrow Agent shall promptly
         issue a refund  check to the  drawer  of the check  submitted  by or on
         behalf of the  rejected  or  withdrawing  subscriber.  If either of the
         events  specified in the clauses (i) or (ii) of the preceding  sentence
         occur and, in either such event, the Escrow Agent has not yet collected
         funds for such  subscription  but has submitted  the check  relating to
         such subscription for collection, the Escrow Agent shall promptly issue
         a check in the  amount of such  check to the  rejected  or  withdrawing
         subscriber after the Escrow Agent has cleared such funds. If the Escrow
         Agent has not yet submitted the check relating to the  subscription  of
         the rejected or withdrawing subscriber, the Escrow Agent shall promptly
         remit such check directly to the drawer of the check submitted by or on
         behalf of the subscriber.

         4.    Investment of Escrowed Funds. The Escrow Agent,  immediately upon
receipt of each check remitted to it, shall deposit such check in a bank account
(including, but not limited to, interest-bearing savings accounts and bank money
market  accounts),  in short-term  certificates  of deposit issued by a bank, in
short-term  securities directly or indirectly issued or guaranteed by the United
States  Government,  or in  other  short-term  highly  liquid  investments  with
appropriate  safety of principal,  all as directed by the Company.  Interest and
dividends earned on such investments shall be similarly reinvested.

         5.    Distribution  of Escrowed  Funds.  The Escrow Agent shall release
from the Escrow  Account to the  Company  any and all  Escrowed  Funds  therein,
together with all interest earned thereon, upon written request of an officer of
the Company.

         6.    Liability of Escrow Agent.

               (a) In performing any of its duties under this Agreement, or upon
         the claimed failure to perform its duties  hereunder,  the Escrow Agent
         shall not be liable to anyone  for any  damages,  losses,  or  expenses
         which it may  incur as a  result  of the  Escrow  Agent so  acting,  or
         failing to act; provided, however, the Escrow Agent shall be liable for
         damages  arising out of its willful  default or misconduct or its gross
         negligence  under this Agreement.  Accordingly,  the Escrow Agent shall
         not incur any such  liability  with  respect to (i) any action taken or
         omitted to be taken in good faith upon advice of its counsel or counsel
         for the Company which is given with respect to any  questions  relating
         to the duties and  responsibilities  of the Escrow Agent hereunder,  or
         (ii) any  action  taken or  omitted  to be taken in  reliance  upon any
         document,  including any written notice or instructions provided for in
         this  Escrow  Agreement,  not only as to its due  execution  and to the
         validity and  effectiveness  of its provisions but also as to the truth
         and accuracy of any information  contained therein, if the Escrow Agent
         shall in good faith believe such  document to be genuine,  to have been
         signed or presented by a proper person or persons,  and to conform with
         the provisions of this Agreement.

               (b) The Company  hereby agrees to indemnify and hold harmless the
         Escrow Agent against any and all losses, claims,  damages,  liabilities
         and  expenses,  including,  without  limitation,  reasonable  costs  of
         investigation and counsel fees and disbursements  which may be incurred
         by it  resulting  from any act or  omission of the  Company;  provided,
         however,  that the Company shall not indemnify the Escrow Agent for any
         losses, claims,  damages, or expenses arising out of the Escrow Agent's
         willful default, misconduct, or gross negligence under this Agreement.

               (c) If a dispute  ensues between any of the parties hereto which,
         in the opinion of the Escrow Agent,  is sufficient to justify its doing
         so, the Escrow  Agent shall be entitled to tender into the  registry or
         custody of any court of competent  jurisdiction,  including the Circuit
         Court of Orange  County,  Florida,  all money or  property in its hands
         under the terms of this Agreement,  and to file such legal  proceedings
         as it deems  appropriate,  and shall  thereupon be discharged  from all
         further  duties  under this  Agreement.  Any such  legal  action may be
         brought in any such court as the Escrow  Agent shall  determine to have
         jurisdiction  thereof.  The Company  shall  indemnify  the Escrow Agent
         against its court  costs and  attorneys'  fees  incurred in filing such
         legal proceedings.

         7.    Inability to Deliver.  In the event that checks for subscriptions
delivered to the Escrow Agent by the Company  pursuant to this Agreement are not
cleared through normal banking channels within 120 days after such delivery, the
Escrow Agent shall deliver such uncleared checks to the Company.

         8.    Notice. All notices,  requests,  demands and other communications
or deliveries  required or permitted to be given  hereunder  shall be in writing
and shall be deemed to have been duly given if  delivered  personally,  given by
prepaid  telegram or  deposited  for  mailing,  first  class,  postage  prepaid,
registered or certified mail, as follows:


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   If to the subscribers for Shares: To their respective
                                     addresses as specified in
                                     their Subscription
                                     Agreements.

   If to the Company:                CNL Hospitality Properties, Inc.
                                     CNL Center at City Commons
                                     450 South Orange Avenue
                                     Orlando, Florida  32801
                                     Attention:  Mr. James M. Seneff, Jr.,
                                     Chairman of the Board

   If to the Managing Dealer:        CNL Securities Corp.
                                     CNL Center at City Commons
                                     450 South Orange Avenue
                                     Orlando, Florida  32801
                                     Attention:  Mr. Robert A. Bourne, President

   If to the Escrow Agent:           SOUTHTRUST BANK
                                     135 West Central Boulevard, Suite 1200
                                     Orlando, Florida  32801
                                     Attention:  Ms. Rebecca Brayman

         9.    Fees to Escrow  Agent.  In  consideration  of the  services to be
provided by the Escrow Agent hereunder,  the Company will pay the Escrow Agent a
fee for its services  hereunder (the "Escrow Fee"). The Escrow Fee shall be $350
for each month or any portion thereof that the Escrow Account  continues for the
Company.  Payments  by the  Company,  if any,  shall be due and  payable no less
frequently than six-month  intervals while the escrow continues for the Company.
In no event shall the total Escrow Fees payable by the Company  pursuant to this
Agreement be less than $2,100,  nor more than $4,200,  for any 12-month  period.
Notwithstanding  anything  contained in this  Agreement to the  contrary,  in no
event shall any fee,  reimbursement for costs and expenses,  indemnification for
any damages incurred by the Escrow Agent, or monies whatsoever be paid out of or
chargeable to the Escrowed Funds in the Escrow Account.

         10.   General.

               (a)  This  Agreement  shall  be  governed  by and  construed  and
         enforced in accordance with the laws of the State of Florida.

               (b) The  section  headings  contained  herein  are for  reference
         purposes  only  and  shall  not  in  any  way  affect  the  meaning  or
         interpretation of this Agreement.

               (c)  This   Agreement   sets  forth  the  entire   agreement  and
         understanding of the parties with regard to this escrow transaction and
         supersedes  all  prior  agreements,   arrangements  and  understandings
         relating to the subject matter hereof.

               (d)  This  Agreement  may be  amended,  modified,  superseded  or
         cancelled,  and any of the terms or  conditions  hereof  may be waived,
         only by a written  instrument  executed by each party hereto or, in the
         case of a waiver, by the party waiving  compliance.  The failure of any
         party  at any time or times to  require  performance  of any  provision
         hereof  shall in no manner  affect the right at a later time to enforce
         the same.  No waiver in any one or more  instances  by any party of any
         condition,  or of the breach of any term  contained in this  Agreement,
         whether by conduct or  otherwise,  shall be deemed to be, or  construed
         as, a further or continuing  waiver of any such condition or breach, or
         a waiver of any other  condition or of the breach of any other terms of
         this Agreement.

               (e) This Agreement may be executed  simultaneously in two or more
         counterparts,  each of which  shall be deemed an  original,  but all of
         which together shall constitute one and the same instrument.

               (f) This  Agreement  shall  inure to the  benefit of the  parties
         hereto and their respective administrators, successors, and assigns.

         11.   Representation  of the Company.  The Company hereby  acknowledges
that the status of the Escrow  Agent with  respect to the offering of the Shares
is that of agent only for the  limited  purposes  herein  set forth,  and hereby
agrees it will not represent or imply that the Escrow  Agent,  by serving as the
Escrow Agent  hereunder or  otherwise,  has  investigated  the  desirability  or
advisability of an investment in the Shares, or has approved, endorsed or passed
upon the merits of the Shares,  nor shall the Company use the name of the Escrow
Agent in any  manner  whatsoever  in  connection  with the  offer or sale of the
Shares,  other  than by  acknowledgement  that it has  agreed to serve as Escrow
Agent for the limited purposes herein set forth.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                    "Company"

                                    CNL HOSPITALITY PROPERTIES, INC.


                                    By:      __________________________________
                                             JAMES M. SENEFF, JR.,
                                             Chairman of the Board


                                    "MANAGING DEALER"

                                    CNL SECURITIES CORP.


Attest:                             By:      ___________________________________
        --------------                       ROBERT A. BOURNE, President


                                    "ESCROW AGENT"

                                    SOUTHTRUST BANK


Attest:                             By:      ___________________________________
        --------------              Name:    ___________________________________
                                    Title:   ___________________________________