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                    ASSIGNMENT OF AGREEMENT TO PURCHASE MOTEL


THE STATE OF TEXAS )
                   )   KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DALLAS   )

    THIS ASSIGNMENT OF AGREEMENT TO PURCHASE MOTEL  ("Assignment"), is entered
and executed by and between HOST FUNDING, INC., a Maryland corporation
("Assignor"), and HOST VENTURES, INC., a Maryland corporation ("Assignee").


                              W I T N E S S E T H:

    Assignor has heretofore entered into that certain Agreement to Purchase
Motel  (as same may have been from time to time amended, the "Agreement")
between Assignor, as purchaser, and Teachers' Retirement System of the State
of Illinois, a retirement system created under the laws of the State of
Illinois, as seller, covering the property situated in Flagstaff, Coconino
County, Arizona more particularly described in the Agreement.

    Assignee desires to purchase from Assignor, and Assignor desires to sell
and assign to Assignee, the Agreement.

    NOW, THEREFORE, for and in consideration of the premises and the
agreements and covenants herein set forth, together with the sum of Ten and
No/100 Dollars ($10.00) and other good and valuable consideration this day
paid and delivered by Assignee to Assignor, the receipt and sufficiency of
all of which by Assignor are hereby confessed and acknowledged, Assignor does
hereby ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of Assignor's
right, title and interest in and to the Agreement, and all of the rights
benefits and privileges of the buyer thereunder, but subject to all terms,
conditions, reservations and limitations set forth in the Agreement.

    TO HAVE AND TO HOLD all and singular the Agreement unto Assignee, its
successors and assigns, and Assignor does hereby bind itself and its
successors and assigns, to WARRANT and FOREVER DEFEND all and singular the
Agreement unto Assignee, its successors and assigns, against every person
whomsoever lawfully claiming or attempting to claim same, or any part
thereof, by, through or under Assignor, but not otherwise.

    It is specifically agreed that Assignor shall not be responsible to the
seller under the Agreement for the discharge and performance of any and all
duties and obligations to be performed and/or discharged by the buyer
thereunder after the date hereof.  By accepting this Assignment and by its
execution hereof, Assignee covenants and agrees to indemnify, save and hold
harmless Assignor from and against any and all loss, liability, claims or
causes of action existing in favor of or asserted by the seller under the
Agreement arising out of or relating to Assignee's failure to perform any of
the obligations of the buyer under the Agreement after the date hereof.
Specifically, in furtherance of and without limitation of the foregoing,
Assignee hereby assumes the discharge and

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performance of any and all duties to be performed and/or discharged by the
buyer under the Agreement after the date hereof.

    Assignor covenants and warrants to Assignee that: (a) Assignor is the
lawful owner and holder of all of the right, title and interest of the buyer
in and to the Agreement; (b) such right, title and interest is free from all
liens, security interest, and other encumbrances of all kinds; (c) the
Agreement is in full force and effect and to the best of Assignor's actual
knowledge, no default (nor any event which with notice or lapse of time or
both could cause a default) has occurred under the Agreement; and (d)
Assignor warrants such rights, title, and interests in and to the Agreement
to Assignee against all adverse claims.

    All of the covenants, terms and conditions set forth herein shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.

    This Agreement may be executed in a number of identical counterparts,
each of which shall be deemed an original for all purposes, and which
constitutes, collectively, one agreement.

    IN WITNESS WHEREOF, Assignee and Assignor have executed this Assignment
as of the 31st day of March, 1997.


                                  ASSIGNOR:

                                  HOST FUNDING, 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:

TEACHERS' RETIREMENT SYSTEM OF
THE STATE OF ILLINOIS

By: CAPITAL ASSOCIATES REALTY
    ADVISORS CORP., its investment advisor
    and duly authorized agent



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    By: /s/ Thomas J. Pabian
        ------------------------------------
        Thomas J. Pabian, Executive Vice
        President















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