<PAGE>

                              ASSIGNMENT AND ASSUMPTION

                                  OF LEASE AGREEMENT

                           (SLEEP INN  - SARASOTA, FLORIDA)


STATE OF FLORIDA    )
                    )
COUNTY OF SARASOTA  )

         THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (Sleep Inn,
Sarasota, Florida)  (this "Assignment") is executed and delivered as of this
____ day of March, 1997, by CrossHost, Inc., a Maryland corporation
("Assignor"), to Host Ventures, Inc. a Maryland corporation ("Assignee"),
whose mailing address is 6116 N. Central Expwy., Suite 1313, Dallas, Texas
75206.

         THIS ASSIGNMENT IS EXECUTED AND DELIVERED BY ASSIGNOR AND ASSIGNEE on
the basis of the following facts, intentions and understandings:

         Assignor is the "Lessor" pursuant to that certain Lease Agreement
(Sleep Inn, Sarasota, Florida)  (as same has thereafter been amended, as set
forth herein below, the "Lease"), dated September 6, 1996, by and between
Assignor, as "Lessor", and Crossroads Hospital Tenant Company, L.L.C., a
Delaware limited liability company ("Crossroads"), as "Lessee", and covering
the "Leased Property" more particularly described therein and known as the
Sleep Inn Hotel, Sarasota, Florida (the "Property").  The Lease has been
amended pursuant to that certain First Amendment to Lease Agreement (the
"First Lease Amendment"), dated effective March __, 1997, and by and between
Assignor and Crossroads.

         Assignor desires to assign all of its right, title and interest as
"Lessor" in, to and under the Lease to Assignee on the following terms and
conditions.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is herein
acknowledged and confessed, Assignor and Assignee hereby agree as follows:

    1.   ASSIGNMENT AND CONVEYANCE. Assignor hereby assigns and transfers to
Assignee all of Assignor's right, title and interest as "Lessor" in, to and
under the Lease.

    2.   ASSUMPTION.  Assignee hereby accepts such assignment and assumes all
obligations of the "Lessor" under the Lease arising from and after the date
hereof.

    3.   REPRESENTATIONS AND WARRANTIES.  Assignor represents and warrants
that (a) the Lease is in full force and effect, (b) the Lease, as amended by
the First Lease Amendment, is the entire agreement between Assignor and
Crossroads pertaining to the Property, (c) except for the First Lease


<PAGE>

Amendment, there are no amendments, modifications, supplements, arrangements,
side letters or understandings, oral or written of any sort, modifying,
amending, altering, supplementing or changing the terms of the Lease, and (d)
all obligations of Assignor, as "Lessor," and Crossroads, as "Lessee," under
the Lease have been performed, and no event has occurred and no condition
exists that, with the giving of notice or lapse of time or both, would
constitute a default by either of said parties under the Lease.

    4.   INDEMNITY. Assignor shall indemnify, defend by counsel acceptable to
Assignee, and hold harmless Assignee for, from and against any and all
claims, loss, cost, liability and expense (including, without limitation,
reasonable attorneys' fees and costs) arising out of or in connection with
the Lease from events which occurred before the date hereof.  Assignee shall
indemnify, defend by counsel acceptable to Assignor, and hold harmless
Assignor for, from and against any and all claims, loss, cost, liability and
expense (including, without limitation, reasonable attorneys' fees and costs)
arising out of or in connection with the Lease from events which occur on or
after the date hereof.

    5.   SUCCESSORS AND ASSIGNS. All of the terms, covenants and conditions
set forth herein shall be binding upon and inure to the benefit of Assignor
and Assignee and their successors and assigns.

    IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the
day and year first above written.

                             "ASSIGNOR"

                              CROSSHOST, INC., a Maryland corporation


                              By: /s/ Michael S. McNulty
                                  -------------------------------------------
                                   Michael S. McNulty, President

                              "ASSIGNEE"

                              HOST VENTURES, INC. a Maryland corporation


                              By: /s/ Michael S. McNulty
                                  -------------------------------------------
                                   Michael S. McNulty, President

APPROVED AND CONSENTED TO
this 31st day of March, 1997

CROSSROADS HOSPITALITY TENANT COMPANY, L.L.C.,


                                      2
<PAGE>

a Delaware limited liability company


By: /s/ Kevin P. Kilkeary
    -------------------------------------
    Kevin P. Kilkeary, President







                                      3
<PAGE>

STATE OF ____________  )
                       )
COUNTY OF __________   )

         The foregoing instrument was acknowledged before me this ____ day of
March, 1997, by Michael S. McNulty, President of CrossHost, Inc., a Maryland
corporation, on behalf of the corporation.


                                       --------------------------------------
                                       Notary Public

My commission expires:

------------------------------------



STATE OF ____________  )
                       )
COUNTY OF __________   )

         The foregoing instrument was acknowledged before me this ____ day of
March, 1997, by Michael S. McNulty, President of Host Ventures, Inc., a
Maryland corporation, on behalf of the corporation.


                                       ---------------------------------------
                                       Notary Public

My commission expires:

_________________________





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