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                                                                    EXHIBIT 10.4

                      CONTRACTOR AND DEVELOPMENT AGREEMENT

         THIS Contractor AGREEMENT ("Agreement") is made this 9th day of July,
2000, by and between PRIME HOSPITALITY CORP. ("Owner") whose principal place of
business is located at 700 Route 46 East, Fairfield, New Jersey 07004 and MOORE
& ASSOCIATES, INC.("Contractor") whose principal place of business is located at
130 Maple Drive North, Hendersonville, Tennessee 37075 and whose telephone
number is (615) 264-8020, and SHOLODGE, INC., whose principal place of business
is located at 130 Maple Drive North, Hendersonville, Tennessee 37075
("Guarantor").

                                    ARTICLE 1
                            DEFINITIONS AND EXHIBITS

         This Agreement contains the following exhibits:

         Exhibit A - Architect
         Exhibit B - FF&E
         Exhibit C - Plans and Specifications
         Exhibit D - Schedule of Values
         Exhibit E - Supplemental Conditions

         As used in this Agreement, the terms set forth in this Article 1 have
the meanings set forth below. The singular use of any defined term includes the
plural and the plural use includes the singular.

         Section 1.1.      Architect. The term "Architect" means the architect
or architectural firm retained by the Contractor and identified on Exhibit "A"
attached hereto.

         Section 1.2.      Commencement Date. The term "Commencement Date"
means the date at the top of this Agreement, which shall coincide with the date
of delivery of the executed Agreement to the Contractor.

         Section 1.3.      Completion Date. The term "Completion Date" means
October 30, 2001.

         Section 1.4.      Construction Commencement Date. Construction
Commencement Date means the date upon which Contractor receives all permits for
the construction of the Project.

         Section 1.5.      Contract Documents. The term "Contract Documents"
means collectively this Agreement, including and the Exhibits A, B, C, D, E and
F attached hereto, and any change orders.


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         Section 1.6.      Contract Sum. The term "Contract Sum" means the total
aggregate sum of EIGHT MILLION THREE HUNDRED SEVENTY-ONE AND NO/100
($8,371,000.00) DOLLARS to complete the Work.

         Section 1.7       FF&E. FF&E means the furniture, fixtures and
equipment used in the operation of the Project as identified on Exhibit B,
including telephone and property management systems.

         Section 1.8.      Final Completion. The term "Final Completion" means
that stage of the Work when the Owner has determined that all services and work
called for in the Contract Documents, including but not limited to all punchlist
items, have been completed and all other terms and conditions of the Contract
Documents applicable to the Contractor have been fulfilled.

         Section 1.9.      Governmental Bodies. The term "Governmental Bodies"
means collectively all federal, state, municipal, and local governments,
agencies, and representatives thereof which have jurisdiction, control or
authority over the Work on the Project.

         Section 1.10.     Job Progress Schedule. The term "Job Progress
Schedule" means a bar chart to be submitted by the Contractor prior to the
Commencement Date to the Owner and approved in writing by the Owner, which will
set forth: (a) the projected times for the commencement and completion of each
stage of the Work, including but not limited to the dates of Substantial
Completion and the Final Completion; (b) required delivery dates of materials,;
(c) the percentage of completion of the Work at the end of each stage; and (d)
the proportionate amount of the Contract Sum allocated to each such stage of the
Work.

         Section 1.11.     Laws. The term "Laws" means collectively all
ordinances, statues, rules, regulations, orders, injunctions, writs or decrees
of any government or political subdivision or agency thereof, or any court or
similar entity established by any thereof.

         Section 1.12.     Location. The term "Location" means the Location of
the Project which is the 124 suite AmeriSuites Hotel, located at Utica,
Michigan.

         Section 1.13.     Person. The term "Person" means any individual,
corporation, partnership, association, joint-stock company, trust,
unincorporated organization, joint venture, court, or government or political
subdivision or agency thereof.

         Section 1.14.     Plans and Specifications. The term "Plans and
Specifications" means collectively each of the plans and specifications listed
and described on Exhibit "C" attached as prepared by the Architect and the other
professionals retained by the Contractor as listed on Exhibit "C".


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         Section 1.15.     Project. The term "Project" means the total
construction Project in connection with which the Work is to be performed and
which may include construction activities by other Persons, including but not
limited to activities by the Owner and other Contractors, under separate
contracts not constituting part of the Contract Documents.

         Section 1.16.     Sale Agreement. The term "Sale Agreement" means the
Sale and Purchase Agreement entered into between Prime Hospitality Corp. and
ShoLodge, Inc. dated March 16, 2000, as amended, July 9, 2000.

         Section 1.17.     Schedule of Values. The Schedule of Values means the
schedule of construction values set forth as Exhibit D.

         Section 1.18.     Substantial Completion. The term "Substantial
Completion" means that stage in the progress of the Work when the Owner has
determined that the Work or any referenced portion thereof is sufficiently
complete in accordance with the Contract Documents so that the Owner may occupy
and utilize the back of house and public areas for their intended use and all
guest rooms are deemed by Owner suitable to occupy, all in accordance with all
applicable Laws, and after the final issuance of all occupancy and other permits
necessary for the use or occupancy thereof.

         Section 1.19.     Supplemental Conditions. The term "Supplemental
Conditions" means collectively the terms and conditions set forth on Exhibit "E"
attached hereto.

         Section 1.20.     Work. The term "Work" means the construction and
services required by the Contract Documents, including without limitation, the
following:

                  (a)      Design. Design includes preparation of all civil and
architectural drawings, plans and specifications.

                  (b)      Public Approvals. Public approvals include all
approvals of Governmental and quasi Governmental Bodies, including site plan
approvals, zoning approvals, environmental approvals, architectural plan
approvals and the like.

                  (c)      Private Approvals. Private approvals include
approvals of utilities, property owner's association, and the like, and further
includes any public or private easements necessary for ingress, egress, and
utilities.

                  (d)      Testing and Inspections. Testing and inspections
include all testing and inspections required by Governmental and quasi
Governmental Bodies before, during and after construction.

                  (e)      Permits. Permits include all building permits and
certificates of occupancy.


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                  (f)      Construction. Construction includes the construction
and furnishing of the AmeriSuites hotel in accordance with the Contract
Documents. Construction will also include the procurement and installation of
FF&E.

                  (g)      Payment of Fees. Payment of fees shall include
payment of all fees in connection with the work, including application fees for
approvals, permit fees, inspection fees, impact fees and the like.

                                    ARTICLE 2
                               PERFORMANCE OF WORK

         Section 2.1.      Agreement to Perform. The Contractor agrees to
commence all Work prepatory to construction on the Commencement Date, engage and
supervise adequate labor forces; perform and complete the Work in accordance
with the terms of the Contract Documents; and achieve Substantial Completion of
all of the Work on or before the Completion Date. All documents and construction
methods and acceptance by governmental agencies is the responsibility of the
Contractor including code compliance. It is understood that the Contractor will
work with Architect to make sure all plans meet all governmental codes.

         Prior to the commencement of any work, Contractor will provide Owner
with a detailed final construction budget in substantially the form of Exhibit D
attached to this Agreement, which budget shall confirm to Owner's reasonable
satisfaction that the total cost of the Work shall not exceed the Contract Sum.
Immediately upon the signing of a subcontract, Contractor shall provide Owner
with a copy of each such subcontract.

         Section 2.2.      Change Orders. Change Orders shall be limited to
Owner requested changes. Change Orders shall not be issued for site conditions,
documented code compliance changes by the governing municipality(s), or
architectural errors. Contractor shall be solely responsible for such matters.
If arbitrary changes in the work are requested and directed by the Owner which
impact the Completion Date, the Contractor will so notify the Owner and the
parties will agree upon an extension of the Completion Date (either increase or
decrease). The Contract Sum shall be increased by the agreed-upon increase or
decrease in the construction cost.

Amounts for overhead and profit for change orders will be limited to the
following:

                  (a)      For the Contractor, for Work performed by the
                           Contractor's subcontractor, ten (10%) percent of the
                           amount due to the subcontractor.

                  (b)      For the Contractor, for Work performed by the
                           Contractor's own forces, fifteen (15%) of the actual,
                           direct cost of the Work.


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         Section 2.3.      FF&E and Signage Purchases. FF&E and signage will be
purchased by Contractor in accordance with the plans and standard AmeriSuites
FF&E specifications in accordance with Exhibit B, provided that Owner may bid on
the procurement of FF&E.

         Section 2.4.      Time of Performance. Contractor agrees that the time
of performance is governed by the obligations of the Guarantor under the Sale
Agreement and the Exchange Agreement dated the same date as this Agreement
between Owner and Hospitality Property Trust, or its Affiliates. . Delays and
excused performance are permitted only to the extent permitted under the Sale
Agreement and the Exchange Agreement.

         Section 2.5.      Payment for Work. Contractor agrees that all costs
and expenses in connection with the work shall be paid by Contractor. Contractor
takes responsibility for all site contingencies, such as site conditions,
weather conditions, supply problems, labor problems and the like.

                                    ARTICLE 3
                                TERMS OF PAYMENT

         Section 3.1.      Contract Sum. The Owner will pay the Contract Sum to
the Contractor for the Contractor's performance of the obligations of the
Contractor set forth in this Agreement in accordance with this Article 3.
Payment of these Sums will be at such times and in such amounts as set forth in
the Contract Documents. The Contract Sum is the maximum total and final amount
to be paid to the Contractor and is intended to be inclusive of all charges and
expenses of every kind and nature with respect to the Work, including but not
limited to: (a) the cost of all permits, fees, licenses, and inspections
required by any Governmental Bodies; (b) all taxes assessed by any Governmental
Bodies, including but not limited to sales taxes with respect to the
construction of the Project, use taxes with respect to the construction of the
Project, gross receipts taxes, if applicable for amounts earned by the
Contractor under Michigan tax laws, and impact fees; (c) costs of all labor,
services and materials for performance of the Work, including without
limitation, Exhibits A, B, C, D, E and F; (d) all charges or fees incurred by
the Contractor for any subcontractors, equipment lessors, mechanics,
materialmen, or suppliers of the Contractor; (e) procurement and installation of
the FF&E and (f) bonds. In the event that the parties are required by any
applicable Laws to separately state or charge any taxes or other charges
assessed by any Governmental Body, the aggregate amount of all payments made by
the Owner to the Contractor, including any such separately stated amounts, will
not be in excess of the Contract Sum. The total contract sum will not be greater
than the sum under Section 1.5, excluding the costs associated with arbitrary
Owner-requested changes.

          Section 3.2.     Submission of Monthly Applications for Payment. On or
before the twenty-fifth (25th) of each calendar month, the Contractor will
submit to the Owner (a) an itemized application for payment on AIA form G702 and
G703 (Owner's Schedule of Values, which application will be notarized and
supported by such data substantiating the Contractor's


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application for payment as the Owner may require and (b) an updated Job Progress
Schedule. The monthly application for payment will compare: (i) the status of
the Work installed or completed as of the stated date of the application with
the schedule of Work to be installed or completed set forth on the Job Progress
Schedule; and (ii) the value of such Work with the values set forth on the Job
Progress Schedule. With each application Contractor will deliver lien releases
for the prior month's advance. The Contractor agrees to the following conditions
with respect to each application for payment:

         Section 3.2.1.    No Payment of Disputed Sums. The Contractor will not
include in any request for payment any sums which the Contractor does not intend
to pay to a subcontractor, equipment lessor, mechanic, materialman, material
supplier, or other Person because of a dispute or for any other reason.

         Section 3.2.2.    No Payments for Off-Site Materials or Equipment.
Unless expressly authorized by the terms of the Contract Documents or otherwise
approved in writing by the Owner, the Contractor will not include in any
requests for payment any sums to be made on the account of materials or
equipment not physically located at the Location.

         Section 3.2.3.    Warranty of Title. The Contractor represents and
warrants to the Owner at the time of the submission of each monthly application
for payment that: (a) title to all materials and equipment covered by such
application will pass to the Owner either upon the incorporation of such into
the Project or upon the receipt of payment by the Contractor, whichever occurs
first, free and clear of all liens, claims, security interests or encumbrances
of every kind and nature; (b) no work, materials, equipment, or supplies covered
by the application has been acquired by the Contractor, or by any Person for
whose performance the Contractor is responsible, subject to a security
agreement, lease or other encumbrance, (c) the progress of the Work is in
accordance with the Contract Documents and the updated Job Progress Schedule,
(d) and Substantial Completion of the Work will be attained on or before the
Completion Date.

         Section 3.3.      Payment by Owner. On or before the twenty-fifth (25)
day of each calendar month the Contractor will submit to Owner on AIA form G702
and G703 , or such other form as Owner will require, a written requisition for
payment showing the proportionate value of the Work installed to date, from
which Contractor will deduct: (a) a reserve of ten (10%) percent ("Retainage")
until 80% of the construction has been completer and then no additional
retainage; (b) all previous payments; and (c) all other charges for material or
service furnished by Owner to Contractor. The balance of the amount of the
requisition, as approved by Owner, Architect, or Engineer, as appropriate, will
be due Contractor as of the first business day following the fifteenth (15th)
day of the succeeding calendar month. With each application for payment
Contractor will submit, in form and substance reasonably satisfactory to Owner,
lien waivers from each subcontractor paid out of the preceding application for
payment and an update of the Job Progress Schedule establishing to Owner's
reasonable satisfaction that Substantial Completion will be achieved by the
Completion Date. Contractor will not be entitled to payment and no payment


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will be made until all releases are received.

         Section 3.4.      Substantial Completion. At such time as the
Contractor considers that Substantial Completion of the Work has been
accomplished, the Contractor will prepare for submission to the Owner a written
punch list of items which need to be completed or corrected, and will state in
writing the time period in which such items will be completed or corrected. The
failure to include any items on the punch list does not waive, alter or vary any
responsibility of the Contractor to complete the Work in accordance with the
Contract Documents. Within twenty (20) days of receipt of the written punch
list, the Owner will (i) then inspect the Work to determine if Substantial
Completion of the Work has been achieved, (ii) review the accuracy and
completeness of the punch list, and (iii) respond in writing to the punch list.
Upon the agreement of the Owner that Substantial Completion of the Work has been
achieved, the Owner will make such payments, if any, as are due upon Substantial
Completion in accordance with the Job Progress Schedule. All punch list items
will be completed promptly and in accordance with the schedule agreed to by
Owner or if unscheduled corrected within twenty (20) calendar days after the
date that the Owner agrees that Substantial Completion of the Work has been
achieved. Owner may correct any punchlist item not completed or corrected upon
twenty (20) days prior written notice to Contractor and apply Contractor's
retainage to pay for completion or correction, provided that the punch list
items were not performed in accordance with the schedule.

         Section 3.5.      Final Payment. The Owner will pay to the Contractor
the final payment of the Contract Sum, including the remaining retainage no
later than fifteen (15) days after the completion of the following: (a) the
Owner determines that Final Completion has occurred; (b) the Contractor has
submitted an affidavit to the Owner identifying the names of all suppliers and
subcontractors providing materials or services in connection with the Work and
stating that all payrolls, bills for materials and equipment, and other
indebtedness connected with the Work have been paid or otherwise satisfied; (c)
the Owner has received consent to final payment by the Contractor's sureties, if
such consent is required by the terms of any applicable bonds or other
agreements; (d) the Contractor has submitted a certificate evidencing that
insurance required by the Contract Documents to remain in force after final
payment is then currently in effect and will not be canceled or allowed to
expire until at least thirty (30) days prior written notice has been given to
the Owner; (e) all of the Plans and Specifications have been delivered to the
Owner by the Architect or Contractor; (f) a final certificate of occupancy and
any other permits or licenses required for occupancy have been issued for the
Work; (g) the Owner has received such evidence of payment and satisfaction of
obligations as may be required by the Owner, including but not limited to
affidavits and lien releases from the Contractor, subcontractors, equipment
lessors, mechanics, materialmen, and major suppliers; (h) the Owner has received
all warranties, service manuals, maintenance schedules, plumbing and mechanical
value charts and locations, electrical panel charts and locations, "As Built"
drawings and catalog cuts, and any other pertinent information requested by
Owner, (j) if required by the Owner, the Owner has been supplied with an
endorsement to any existing title insurance policy for the Project insuring
title as of the date of Final Completion without any exceptions to coverage
caused by or related to the Work or the


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activities of the Contractor at the Project and (j) an as built survey.

         Section 3.6.      Basis for Withholding Payment. The Owner may withhold
any payment due to the Contractor, in whole or in part, if in the Owner's
opinion such payment should be withheld in order to reasonably protect the Owner
from loss because of: (a) defective Work not remedied; (b) third party claims;
(c) reasonable evidence of the probability of the filing of the third party
claims; (d) the failure of the Contractor to pay subcontractors or suppliers;
(e) the determination that the Work cannot be completed for the unpaid balance
of the Contract Sum; (f) damage to the Owner or to another contractor; (g) the
determination that Substantial Completion of the Work will not be achieved prior
to the Completion Date; (h) the failure of the Contractor to perform the Work in
accordance with the Contract Documents; or (i) the breach of this Agreement or
any Contract Document. Owner will detail in writing the factual basis for the
proposed withholding to the Contractor, and Contractor shall have ten (10) days
in which to respond.

         Section 3.7.      Effect of Payments. The parties agree that no payment
made by the Owner to the Contractor will constitute a waiver of any claims by
the Owner against the Contractor, including but not limited to claims arising
from: (a) unsettled liens; (b) faulty or defective work or materials; (c)
failure of the Work to conform with the Contract Documents; (d) the terms of any
warranties made by the Contractor pursuant to the Contract Documents; or (e) any
breach by the Contractor of the duties and obligations of the Contractor set
forth in the Contract Documents. Acceptance of any final payment by the
Contractor or by any subcontractor, equipment lessor, or material supplier will
constitute a waiver of any claims against the Owner by such payee.

                                    ARTICLE 4
                              DUTIES OF CONTRACTOR

         Section 4.1.      Design. Contractor will be responsible for hiring all
design experts, including architects and engineers, and for preparing all Plans
and Specifications for the Project. Contractor will submit to Owner for Owner's
approval before implementation, all plans and specifications. Contractor's
subcontracts with architects and engineers shall provide that Owner shall be the
owner of the Plans and Specifications. Contractor will be responsible for
conforming and will pay the cost of conforming the Plans and Specifications and
construction of the Work to all requirements of Governmental Bodies. If during
the course of construction the requirements of any Governmental Body changes,
Contractor will be responsible for conforming and will pay the cost of
conforming the Plans and Specifications and construction of the Work to all
requirements of Governmental Bodies.

         Section 4.2.      Public Approval. Contractor will obtain all approvals
of Governmental and quasi Governmental Bodies, including site plan approvals,
zoning approvals, environmental approvals, architectural and design approvals,
and the like. Contractor will be responsible for conforming and will pay the
cost of conforming the Plans and Specifications and the construction of the Work
and the Project design to the conditions of any such approvals.


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         Section 4.3.      Private Approvals. Contractor will obtain all private
approvals, including approvals of utilities, property owners' associations and
the like and further will obtain any public or private easements for ingress,
egress and public utilities.

         Section 4.4.      Testing and Inspections; Permits. Contractor will be
responsible for all testing and inspections by all Governmental Bodies and quasi
Governmental Bodies, before, during and after construction. Contractor will be
responsible for obtain all building permits and certificates of occupancy.

         Section 4.5.      Construction. Contractor will be responsible for
performance of the Work and construction of the Project in accordance with the
Plans and Specifications. Upon the Commencement Date, Contractor will begin
performance under this Contract and will proceed diligently to meet the
construction schedule deadlines set forth on Schedule ____.

         Section 4.6.      Contractor's Labor. The Contractor will purchase or
otherwise arrange for and will pay for all labor, materials, tools, equipment,
construction equipment, and machinery, water, heat, utilities, transportation,
and other facilities or services required for the complete and workmanlike
performance of the Work, including but not limited to temporary and permanent
structures whether or not incorporated or to be incorporated into the Work. A
force of skilled workers sufficient to accomplish the Work on a timely basis
will be maintained by the Contractor at the Location at all times and the
Contractor will be responsible for maintaining order and discipline among the
Contractor's work force and the work force of the subcontractors of the
Contractor. The Contractor agrees to remove from the Project any worker against
whom the Owner or Architect has raised a reasonable objection. The Contractor
will not permit employment of unfit Persons or Persons not skilled in tasks
assigned to them. The Contractor agrees that it will not employ workers or
utilize means which may cause work stoppages or other disturbances by workers
employed by the Contractor, the Owner, or other contractors or subcontractors at
the Project. Any disputes as to jurisdiction of trades arising at the Project
with the Contractor will be adjusted in accordance with any applicable plan of
jurisdictional disputes which may be in effect nationally or in the locality in
which the Project is located; provided, however, that nothing contained herein
will violate or be in conflict with any Laws pertaining to or regulating the
settlement of any such disputes. The Contractor acknowledges that the Contract
Sum reflects any costs to the Contractor for any additional labor and other
factors which may be necessary to prevent or resolve labor jurisdictional
disputes, and that there will be no further charges to the Owner with respect
thereto.

         Section 4.7.      Quality of Materials and Work. The Contractor agrees
that: (a) the materials and equipment furnished by the Contractor pursuant to
the Contract Documents will be of good quality and new unless otherwise required
or permitted by the Contract Documents; (b) the Work will be free from defects;
and (c) the Work will conform with the requirements of the Contract Documents.
Upon the request of the Owner, the Contractor will furnish satisfactory


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evidence as to the kind and quality of materials and equipment.

         Section 4.8.      Taxes. The Contractor will pay all excise taxes
imposed with respect to the Work, sales taxes imposed with respect to the Work,
use taxes imposed with respect to the Work, gross receipts, if applicable for
amounts earned by the Contractor under Michigan tax laws, and similar taxes
imposed by any Governmental Bodies for the Work.

         Section 4.9.      Permits, Fees and Notices. The Contractor will apply
for, obtain, and pay for any and all required permits, licenses and inspections
required by any Governmental Body which are necessary for the proper execution
and completion of the Work, including the cost of the Building Permit. The
Contractor will give all notices (with copies to Owner) and comply with all
applicable Laws with respect to the performance and completion of the Work. In
the event that the Contractor determines that any of the Contract Documents are
at variance with any applicable Laws, the Contractor will immediately notify
Owner and will be responsible for correcting any such variance at Contractor's
cost and expense. The Contractor will assume full responsibility for any portion
of the Work performed by the Contractor while knowing or having reasonable cause
to know that such portion of the Work is contrary to applicable Laws. At or
before the Owner's final acceptance of the Work, the Contractor will deliver to
the Owner all certificates, receipts or other evidence of approval, acceptance
or payment of fees which may be required to establish the compliance of the Work
with applicable Laws.

         Section 4.10.     Supervision of Construction. The Contractor will
supervise and direct the Work using the Contractor's best skill and attention.
The Contractor will be solely responsible for and have control over construction
means, methods, techniques, sequences and procedures and for coordinating all
portions of the Work to be performed by the Contractor pursuant to the Contract
Documents, subject, however, to the terms and conditions of the Contract
Documents. The Contractor will be responsible to the Owner for acts and
omissions of the Contractor's employees, subcontractors and their agents and
employees, and other Persons performing portions of the Work pursuant to any
Contractor agreement with the Contractor. The Contractor will not be relieved of
any of its duties or obligations to perform the Work in accordance with the
terms of the Contract Documents by the activities of the Architect or by any
tests, inspections or approvals required or performed by Persons other than the
Contractor, all of which will be deemed to have been performed for the sole
benefit of the Owner. The Contractor will inspect portions of the Project
related to the Contractor's Work in order to determine that such portions are in
proper condition to receive subsequent Work.

         Section 4.11.     Review of Contract Documents, Field Conditions, and
Plans and Specifications by Contractor. The Contractor agrees to: (a) carefully
review and compare each of the Contract Documents with the other Contract
Documents and with any information furnished to the Contractor by the Owner or
the Architect; and (b) take field measurements and verify field conditions and
compare such field measurements and conditions and other information known to
the Contractor with the Contract Documents before commencing the Work. The
Contractor is


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responsible for all site conditions, code compliance and architectural errors.
Contractor will be responsible for all coordination of specifications,
structural, mechanical, electrical, fire protection, fire alarm, architectural,
engineering drawings and installation of FF&E . The Contractor will promptly
report to the Owner any errors, inconsistencies or omissions discovered by the
Contractor. The Contractor acknowledges that the dimensions set forth on the
Plans And Specifications may be approximate and that the Contractor will use all
necessary means to discover any defects in such other work and will report any
such defects to the Owner before preceding with the Work and promptly undertake
to remedy any such defects. Any approval by the Owner or any representative of
the Owner of shop drawings prepared by the Contractor with respect to the Work
will not relieve the Contractor of the Contractor's obligation to perform the
Work in strict compliance with the Plans and Specifications and to properly
match and fit the Work with contiguous work. The decision of the Owner with
respect to any issues concerning meaning or interpretation of the Plans and
Specifications only (an not with respect to the Contract in general), will be
binding upon the Contractor with respect to any issues concerning the Plans and
Specifications. The Contractor is responsible for using existing soils or import
suitable soil to meet soil requirements and specifications.

         Section 4.12.     Identification of Subcontractors and Suppliers. The
Contractor, as soon as practical but no later than the first application for
payment, will furnish the Owner in writing the names of all subcontractors and
all other Persons who are to furnish materials or equipment for any portion of
the Work, provided that for subcontracts in excess of Seventy Thousand
($70,000.00) dollars, including self-performed line items. Contractor will
provide such names prior to Contractor's delivery of the first Application for
Payment.

         Section 4.13.     Agreements with Subcontractors. The Contractor will
employ each subcontractor pursuant to a written subcontract document which will
provide that the subcontractor will be bound to the Contractor by the terms of
the Contract Documents, and that the subcontractor assumes toward the Contractor
all of the obligations and responsibilities which the Contractor assumes toward
the Owner in accordance with the Contract Documents. Each subcontract agreement
will provide that such subcontract agreement is assignable to the Owner upon:
(a) a termination of the Contractor by the Owner in accordance with the terms of
this Agreement; (b) the written election of the Owner of assignment; and (c)
subject to any prior rights, if any, of any sureties obligated under bond to the
Owner with respect to the Work. Each subcontract agreement will preserve and
protect the rights of the Owner under the Contract Documents with respect to the
Work to be performed by the subcontractor so that the subcontracting thereof
will not prejudice such rights of the Owner as to the Contractor. Each
subcontractor will similarly engage its sub-subcontractors. Subcontracting will
in no way diminish or lessen the Contractor's obligations to the Owner in
accordance with the Contract Documents.

         Section 4.14.     Construction Meetings. Contractor will hold regularly
scheduled monthly job meetings among the Contractor and subcontractors, and
Owner may attend. Contractor will take minutes of such meetings and provide
Owner with copies of those minutes promptly after


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completion of the meetings.

         Section 4.15.     Shipments of Materials. The Contractor agrees that it
will not ship or order shipments in the name of the Owner. All shipping charges
shall be paid by the Contractor. The Owner will have the right to designate any
carriers upon which materials required for the Work will be shipped provided
that any such designation by the Owner will not increase the costs of the
Contractor therefor. All materials and equipment to be delivered to the Project
by or on behalf of the Contractor will be delivered at such times and in such a
manner as to not unreasonably interfere with other activities at the Project.
Within ninety (90) days after the date of this Agreement, Contractor will
provide Owner with a schedule of delivery dates and shipping address for all
FF&E

         Section 4.16.     Use of Project Site. The Contractor agrees to not
unreasonably encumber the site of the Project with the Contractor's materials or
equipment. The Contractor will confine the operations of the Contractor to areas
necessary for the performance of the Work and as permitted by applicable Laws
and as authorized by the directions of the Owner or by any Governmental Body.
All rules and regulations of the Owner which may be in effect at the Location
regarding passes, badges, smoking, fire prevention, signs, conduct, and the
like, will be observed by the Contractor, the subcontractors of the Contractor,
and their respective employees. The Contractor will keep the Project free from
accumulations of waste materials or rubbish generated as a result of the Work.
All waste materials and rubbish generated by the Contractor or arising in
connection with the Work will be promptly removed from the Project. In the event
that the Contractor fails to keep the Project site clean or to remove the
Contractor's equipment and apparatus upon the completion of the Work, the Owner
may upon seven (7) days prior written notice, do so and the costs thereof will
be charged to the Contractor. The Contractor will be responsible for all
cutting, fitting, patching, or other activities required to complete the Work or
make its parts fit together properly with each other or with other portions of
the Project. The Contractor agrees to coordinate the Contractor's efforts at the
Location with the efforts of the Owner and of other Contractors working upon the
Project in order to promote the overall efficient and harmonious completion of
the Project.

         Section 4.17.     Patents and Royalties. The Contractor agrees to pay
for any and all applicable royalties and license fees relating to or arising
from the use of any products or processes called for by the Contract Documents
or used by the Contractor in performing the Work. The Contractor agrees to
indemnify the Owner and hold the Owner harmless from loss or damage, and to
reimburse the Owner for all expenses, including legal fees, which the Owner may
incur as a result of any litigation based upon or alleging infringement upon any
patents or patent rights as a result of the Work or the materials or processes
used by the Contractor in performing the Work.

         Section 4.18.     Correction of Work. The Contractor agrees to promptly
correct any portion of the Work which is rejected by the Owner in writing for
failing to conform to the requirements


                                       12
<PAGE>   13

of the Contract Documents, whether observed before or after payment of the
Contract Sum, and whether or not fabricated, installed, or completed. The
Contractor will pay all costs of correcting any such rejected portion of the
Work including but not limited to the costs of all tests and inspections. The
Contractor will remove from the Project, at the Contractor's expense, any
portions of the Work which are not in substantial conformance with the Contract
Documents and which have been neither corrected by the Contractor nor accepted
by the Owner. In the event that the Contractor fails to correct or remove
nonconforming Work, the Owner, in addition to any other rights and remedies of
the Owner, may elect to correct or remove any such nonconforming Work at the
expense of the Contractor.

         Section 4.19.     Records. Contractor shall keep and distribute orderly
and complete records of the Work and the progress thereof in accordance with
industry standards. The Contractor agrees to follow such procedures throughout
the course of the Work.

         Section 4.20.     Indemnification from Liens. The Owner will have the
right upon seven (7) days prior written notice to deduct from any payment
otherwise due to the Contractor, or thereafter to become due, such sums as the
Owner determines to be sufficient to completely indemnify the Owner against any
notice of lien, lien, or the like, which is filed or served upon the Owner or
the Project, by any mechanic, materialman, laborer, lessor, subcontractor, or
supplier on account of any work done, labor performed, or materials supplied in
connection with the Work. The Owner will further have the right to call upon the
Contractor to satisfy any such lien and obtain its discharge or removal
(pursuant to state law) within ten (10) days of notice from Owner. Upon the
failure of the Contractor to cause the satisfaction and discharge or removal of
the lien, the Owner may pay the amount of the lien from any retained or unpaid
amounts of the Contract Sum. The Contractor agrees to be responsible for the
amount of any premiums for any bonds which the Owner may elect to give with
respect to any such lien in order to obtain discharge of any such lien from the
Project, or for the interest of any money deposited by the Owner for the purpose
of discharging any such lien. To the extent that the Contractor breaches its
obligations as set forth in this Section, the Contractor agrees to indemnify and
hold the Owner harmless from all damages, costs, or expenses, including legal
fees, which arise out of or relate to any of the above-described liens or the
assertion of any of such liens against the Owner, the property of the Owner, or
the Project. The Contractor shall require any and all professionals providing
services under this Contract (including architects or engineers) to provide and
maintain professional liability coverage in an amount not less than
$1,000,000.00.

         Section 4.21.     Warranty Obligations of the Contractor. The
Contractor unconditionally warrants and guarantees to the Owner that all Work
will be performed free from defects in workmanship and materials, will conform
to the requirements of the Plans and Specifications and the other Contract
Documents, and will be fit and sufficient for the purposes expressed in or
reasonably to be inferred from the Contract Documents. The Contractor will, at
no expense to the Owner, correct any failure to fulfill the above warranty which
may appear at any time within twelve (12) months (or in the case of items as to
which a longer warranty period is set forth in the


                                       13
<PAGE>   14

Contract Documents, within such longer period) after the date that the Owner has
agreed that Substantial Completion of the Work has been achieved. The Contractor
will indemnify and hold the Owner harmless from any and all damages or expenses
incurred by the Owner as a result of any breach of the warranties of the
Contractor set forth herein, including but not limited to damages to other work
constituting part of the Project and attorneys' fees.

         Section 4.22.     Soil Test and Engineering Reports. The Contractor is
responsible for all soil tests and site condition. Owner will provide Contractor
with any test results or reports in its possession, but does not warrant or
represent the accuracy of such tests or such reports.

                                    ARTICLE 5
                             SAFETY, LIABILITY, RISK
                      OF LOSS, INSURANCE, AND SURETY BONDS

         Section 5.1.      Safety. The Contractor will develop, implement and
maintain all safety programs necessary for the safe performance of the Work,
including but not limited to all OSHA requirements. The Contractor will be
responsible for taking all reasonable safety precautions to prevent injury or
death to Persons or damage to property arising out of or related to the Work.
Such obligations of the Contractor will extend to the protection of all
employees engaged in the Work and to all other Persons who may be affected by
the Work. The Contractor will protect all materials and equipment to be
incorporated into the Work, whether in storage or under the care or control of
the Contractor or any Person for whom the Contractor is responsible. The
Contractor will further protect from any harm arising from the Work all other
property located at the Project or adjacent thereto, including but not limited
to trees, shrubs, walks, roadways, structures, and utilities not designated for
removal, relocation, or replacement in the course of the performance of the
Work. The Contractor will comply with all requirements of applicable Laws
pertaining to the safety of Persons or property, and will erect and maintain
such reasonable safeguards for safety and protection, including but not limited
to the posting of signs and the giving of warnings.

         Section 5.2(a).   Indemnification from Liabilities. The Contractor
assumes sole responsibility and liability for any and all damages or injuries of
any kind or nature whatsoever incurred by any Persons or property arising out of
or resulting from the Work or occurring in connection therewith. The Contractor
agrees to indemnify, defend, and hold harmless the Owner, and the officers,
employees and agents of the Owner, from and against any and all claims, suits,
or demands, including costs, litigation expenses, and attorneys' fees in
connection with, arising out of, or related to the death or injury of any Person
or the damage to any property to the extent that any such death, injury, or
damage is caused by the acts, errors, or omissions of the Contractor or any
Person for whose acts or omissions the Contractor is responsible while engaged
in performance of the Work or any activity associated therewith or relating
thereto. The obligations of indemnification provided for herein: (a) are in
addition to, and are not limited by, any insurance maintained by the Contractor
or any subcontractor or by the amount of damages, compensation


                                       14
<PAGE>   15

or benefits payable under worker's compensation acts, disability benefit acts,
or other employee benefit acts; and (b) will survive Final Completion and the
satisfaction of all of the other obligations owed by the parties to each other
in accordance with the Contract Documents.

         Section 5.2(b).   Indemnification from Liabilities. The Owner assumes
sole responsibility and liability for any and all damages or injuries of any
kind or nature whatsoever incurred by any Persons or property arising out of or
resulting to any work performed by owner or any entity with whom the Owner has
directly contracted or contracted through in connection therewith, excluding the
Contractor whose obligations under Section 5.2(a) remain in full force. the
Owner agrees to indemnify, defend, and hold harmless the Contractor, the
officers, employees and agents of the Contractor, from and against any and all
claims, suits, or demands, including costs, litigation expenses, and attorneys'
fees in connection with, arising out of, or related to the death or injury of
any Person or the damage to any property to the extent that any such death,
injury, or damage is caused by the acts, errors, or omissions of the Owner or
any Person for whose acts or omissions the Owner is responsible while engaged in
any work or any activity associated therewith or relating thereto. The
obligations of indemnification provided for herein: (a) are not limited by any
insurance maintained by the Owner or by the amount of damages, compensation or
benefits payable under worker's compensation acts, disability benefit acts, or
other employee benefit acts; and (b) will survive Final Completion and the
satisfaction of all of the other obligations owed by the parties to each other
in accordance with the Contract Documents.

         Section 5.3.      Risk of Loss. The Contractor agrees that the Owner
will not be responsible for any risk of loss or damage to all or any portion of
the Work until after Final Completion. The Owner will have no risk of loss or
damage to any materials, equipment, or tools of the Contractor, or of any other
Person, used or to be used in performing, implementing, or completing the Work.

         Section 5.4.      General Insurance Obligations of the Contractor. The
Contractor agrees to maintain insurance sufficient, to protect the Contractor,
the Owner, and the Owner's mortgagee, if any, from the types of claims set forth
in Sections 5.2 (a) and (b) below which may arise out of or result from the
Contractor's operations pursuant to the Contract Documents or otherwise in
connection with the Work, whether such operations be by the Contractor, a
subcontractor, or any other Person directly or indirectly employed by any of
them, or by anyone for whose acts any of them may be liable: (a) claims under
worker's compensation, disability benefit and other similar employee benefit
acts; (b) claims for damages because of bodily injury, occupational sickness or
disease, or death; (c) claims for damages insured by Personal injury liability
coverage which are sustained by any Person as a result of an offense directly or
indirectly related to employment of such Person by the Contractor or by any
other Person; (d) claims for damages because of injury to or destruction of
tangible property, including loss of use resulting therefrom; and (e) claims for
damages because of bodily injury, death, or property damage arising out of
Ownership, maintenance, or use of a motor vehicle and/or mobil construction
equipment. Without limitation to any of the foregoing, the Contractor will
purchase a commercial general liability insurance


                                       15
<PAGE>   16

policy (including Contractors' protective liability insurance) with a minimum of
$ 10,000,000 per occurrence and $10,000,000 aggregate which may be satisfied by
the application of the primary commercial policy single limit for bodily injury,
property damage, and Personal injury, which policy will include contractual
liability and broad form property damage and will name the Owner and Owner's
mortgagee as additional named insureds. The Contractor will provide the Owner
and the Owner's mortgagee, if any, with such evidence of insurance coverage as
the Owner or the Owner's mortgagee may request, including but not limited to a
certificate of insurance to be submitted to the Owner prior to the Commencement
Date which evidences the Contractor's insurance coverages and provides that the
Owner will receive not less than thirty (30) days advance written notice of
cancellation or alteration. In the event that the Contractor fails to procure
and maintain the above-described insurance coverages, the Owner will have the
right, but not the duty, to procure and maintain such insurance for and in the
name of the Contractor at the sole expense of the Contractor. The Contractor
will maintain such insurance coverages without interruption from the date of the
commencement of the Work until Final Completion and the making of the final
payment described in Section 3.5 of this Agreement. All liability insurance to
be maintained by the Contractor will be written on an occurrence basis, with
only such limitations, exceptions from coverage, and deductibles as are
acceptable to the Owner. The attached Insurance Addendum is incorporated herein.

         Section 5.5.      Property Insurance. The Contractor will maintain a
builder's risk insurance policy in an amount not less than the Contract Sum for
the Work on a replacement cost basis until the final payment has been made to
the Contractor as provided for in Section 3.5 of this Agreement, or until the
Contractor has no insurable interest in the Work, whichever is earlier. The
Contractor's builder's risk property insurance will be written on an "all-risk"
policy form and will insure against the perils of fire and extended coverage and
physical loss or damage including without duplication of coverage, theft,
vandalism, malicious mischief, collapse, false work, temporary buildings, and
debris removal including demolition occasioned by enforcement of any applicable
legal requirements. Such insurance will insure the interests of the Owner, the
Owner's mortgagee, if any, the Contractor, and other Persons recognized by the
Owner to have an insurable interest in the Work, as their interests may appear.
The maximum insurable interests of the Contractor, and of all Persons claiming
through the Contractor will be limited to the total value of the Work reported
to the date of any loss by the Contractor to the Owner, plus such additional
value of the Work as the Contractor can substantiate has been performed or
supplied since the last monthly application for payment; less all portions of
the Contract Sum which have been paid by the Owner with respect thereto. The
Contractor, and all Persons claiming through the Contractor, will not be
entitled under any circumstances to any portion of insurance proceeds payable in
connection with the loss which is greater than the actual loss sustained by the
Contractor and the Persons claiming through the Contractor. In the event that
the Contractor's insurance coverage requires minimal deductibles, the Owner will
pay or bear any costs or losses not covered because such deductibles. All
deductible amounts must be approved by Owner prior to the policy being accepted.
The insurance described in this Section is not intended to cover machinery,
tools, equipment owned or rented by the Contractor which are utilized in the


                                       16
<PAGE>   17

performance of the Work but not incorporated into the Work. The Contractor will,
at the Contractor's sole expense, provide insurance coverage for owned or rented
machinery, tools, or equipment, and for materials not yet made a part of the
Work, in accordance with the provisions of the attached Insurance Addendum. The
Owner maintains the right to be involved in and have an equal say in any
adjustments or settlements which may be made between the Contractor and the
Contractor's insurers. All insurance proceeds from the property insurance
maintained by the Contractor will be payable to the Owner and Contractor as loss
payees, who will then distribute such proceeds in accordance with the provisions
of this Section and as otherwise required by the Contract Documents. The Owner
and the Contractor waive all rights against each other for damages caused by
fire or other perils to the extent covered by the insurance obtained pursuant to
this Section, or other property insurance applicable to the Work, except such
rights as the Owner and the Contractor may have to the proceeds of such
insurance. The Contractor will require each subcontractor in such
subcontractor's agreements with the Contractor to provide a similar waiver in
favor of the Owner and the Contractor. The insurance policies of the Owner, the
Contractor, and subcontractors, will provide waivers of subrogation.

         Section 5.6.      Payment and Performance Bonds. The Contractor will
deliver to the Owner, at the sole expense of the Contractor, bonds for the
benefit of the Owner, and the Owner's mortgagee, if any, guaranteeing the
faithful performance by the Contractor of the duties and obligations owed by the
Contractor pursuant to the Contract Documents, including but not limited to the
obligation to perform and construct the Work in accordance with the Contract
Documents, and guaranteeing the faithful payment by the Contractor of the
obligations of the Contractor arising as a result thereof. The bonds will be in
form and substance acceptable to the Owner and issued by surety companies
acceptable to the Owner, and will contain dual-obligee riders in favor of the
Owner, the Owner's mortgagee, if any, and their successors or assigns. The
undersigned officer of the Contractor by his execution and delivery of this
Agreement, Personally warrants and represents to the Owner that the
above-described bonds will be in existence and effective on or before the
Commencement Date. The bonds will be in amounts of not less than the Contract
Sum or in such other amounts as is required by the terms of the Contract
Documents.

                                    ARTICLE 6
                         OWNER'S RIGHTS TO STOP OR CARRY
                      OUT WORK AND TO TERMINATE CONTRACTOR

         Section 6.1.      Owner's Right to Stop Work. The Owner will have the
right to direct the Contractor in writing to stop the performance of the Work at
any time that the Owner determines that the Contractor is performing defective
work, is failing to correct defective work or is otherwise failing to perform
the Contractor's duties in accordance with the terms and conditions of the
Contract Documents. The exercise of any such right will be by written notice and
will specify the basis for the demand and give the Contractor five (5) days
written notice to respond or begin to take corrective action. The right of the
Owner is without prejudice to any other rights or remedies available to the
Owner as a result of the actions of the Contractor. Upon the receipt


                                       17
<PAGE>   18

by the Contractor of a written notice from the Owner that the Contractor is to
stop the Work, or the portion of it described in the notice, and the failure of
the Contractor to properly respond to the written notice, the Owner can and will
order the Contractor to immediately cease the further performance of the Work
until such time as the cause for such stop order has been eliminated to the
Owner's satisfaction.

         Section 6.2.      Owner's Right to Carry Out the Work. If the
Contractor should fail to prosecute, in whole or in part, the Work properly
(including the failure to man the job due to labor disputes of any type) or fail
to perform any provision of the Contract Documents (including unauthorized
schedule delay) the Owner may, without prejudice to any other rights or remedies
available to the Owner, give to Contractor seven (7) days prior notice which
will specify the Owner's deficiencies. If the Contractor fails or refuses to
have such deficiencies made good by others, then at the sole expense of the
Contractor, the Owner may deduct the costs thereof from any payments then or
thereafter due to the Contractor.

         Section 6.3.      Purchase and Sale Agreement. This Agreement has been
entered into by the Contractor and the Guarantor and their performance hereunder
is required pursuant to the Guarantor's obligations under the Purchase and Sale
Agreement. The terms and conditions and intent of the Purchase and Sale
Agreement shall govern this Agreement in all respects and shall be interpreted
and the obligations of Contractor carried out for the purpose of effecting
Guarantor's obligations under the Purchase and Sale Agreement. Any material
breach of this Agreement by the Contractor or Guarantor which has not been cured
despite a written demand shall constitute a breach of the Purchase and Sale
Agreement.


                                       18
<PAGE>   19

                                    ARTICLE 7
                            MISCELLANEOUS PROVISIONS

         Section 7.1.      Warranties of Contractor's Status. The Contractor
represents and warrants to the Owner that: (a) the Contractor is validly
incorporated under the Laws of the State of its organization; (b) the Contractor
is duly qualified to conduct business in the State in which the Location is
situated; (c) the Contractor is in good standing in the State of its
organization and in the State in which the Location is situated; (d) the
Contractor possesses all licenses and permits necessary or required by
applicable Laws for the Contractor to enter into this Agreement and to perform
the Work and the other duties and obligations required of the Contractor by the
terms and conditions of the Contract Documents; and (e) this Agreement is the
valid and binding obligation of the Contractor and is fully enforceable against
the Contractor in accordance with all stated terms.

         Section 7.2.      Assignments. The Contractor will have no right to
assign this Agreement or any of the Contractor's rights under this Agreement or
the Contract Documents, including but not limited to the payments to be made
thereunder.

         Section 7.3.      Notices Any notice required or permitted by or in
connection with this Agreement or any of the other Contract Documents will be in
writing and will be made by facsimile (confirmed on the date the facsimile is
sent by one of the other methods of giving notice provided for in this Section)
or by hand delivery, by Federal Express, or other similar overnight delivery
service, or by certified mail, unrestricted delivery, return receipt requested,
postage prepaid, addressed to the Owner or the Contractor at the appropriate
address set forth below or to such other address as may be hereafter specified
by written notice by the Owner or the Contractor. Notice will be considered
given as of the date of the facsimile or the hand delivery, one (1) calendar day
after delivery to Federal Express or similar overnight delivery service, or
three (3) calendar days after the date of mailing, independent of the date of
actual delivery or whether delivery is ever in fact made, as the case may be,
provided the giver of notice can establish the fact that notice was given as
provided herein. If notice is tendered pursuant to the provisions of this
Section and is refused by the intended recipient thereof, the notice,
nevertheless, will be considered to have been given and will be effective as of
the date herein provided.

                  If to the Owner:

                           PRIME HOSPITALITY CORP.
                           700 Route 46 East
                           Fairfield, New Jersey 07004
                           Attn: Law Department
                           Fax No.: (201) 882-1787


                                       19
<PAGE>   20

         If to the Contractor:
                           Moore & Associates
                           130 Maple Drive North
                           Hendersonville, TN 37075
                           Attn.:  Martin Fugardi
                           Fax No. (615) 264-8020________________________

         with a copy to:

                           Boult, Cummings, Conners & Berry, PLC
                           David K. Taylor
                           414 Union Street
                           Suite 1600
                           P.O. Box 198062
                           Nashville, TN 37219
                           Fax:  615-252-2380

         Section 7.4.      Time. Time is of the essence to this Agreement and
the other Contract Documents and to each undertaking of the parties thereunder.

         Section 7.5.      Estoppels. The Contractor agrees to provide the Owner
and the Owner's mortgagee, if any, from time to time with such letters of
estoppel as may be required by the Owner or the Owner's mortgagee.

         Section 7.6.      Binding Obligation. This Agreement will be binding
upon the parties and their successors and assigns.

         Section 7.7.      Final Agreement. This Agreement and the Contract
Documents contain the final and entire agreement and understanding of the
parties, and any terms and conditions not set forth in this Agreement or the
other Contract Documents are not a part of this Agreement and the understanding
of the parties hereto. In the event of any conflict or variance between the
terms of this Agreement and the terms of the Supplemental Conditions, the terms
and conditions of the Supplemental Conditions will control. The Contractor
acknowledges that the Contract Documents will in all cases supersede any
proposals submitted by the Contractor to the Owner. This Agreement may only be
amended by a writing signed by all of the parties hereto.

         Section 7.8.      Choice of Law. The Laws of the State where the
Location is situated (excluding, however, conflict of law principles) will
govern and be applied to determine all issues relating to this Agreement and the
Contract Documents.

         Section 7.9.      Captions. The captions contained herein are for
purposes of convenience only and are not a part of this Agreement.


                                       20
<PAGE>   21

         Section 7.10.     Effective Date. This Agreement will be effective as
of the date first above written, independent of the date of execution or
delivery hereof.

         Section 7.11.     Guarantor: Guarantor acknowledges that as a matter of
convenience to Guarantor, Moore & Associates, Inc. has been designated as
Contractor. Notwithstanding such designation, the Guarantor is obligated to
perform all of the obligations of Contractor under this Agreement pursuant to
the terms of the Purchase and Sale Agreement. Owner has recourse to Guarantor
with respect to Contractor's failure to perform any obligation under this
Agreement.

         IN WITNESS WHEREOF, the Owner and the Contractor have duly executed
this Agreement under seal as of the date first above written.

WITNESS/ATTEST:                     OWNER:
                                    PRIME HOSPITALITY CORP.



                                    By: /s/ Douglas Vicari
                                       -----------------------------------------
                                    Name: Douglas Vicari
                                         ---------------------------------------
                                    Title: Senior Vice President
                                          --------------------------------------
                                    Date: 7/9/00
                                         ---------------------------------------

                                    --------------------------------------------
                                    CONTRACTOR:
                                    MOORE & ASSOCIATES, INC.



                                    By: /s/ Martin Fugardi
                                       -----------------------------------------
                                    Name: Martin Fugardi
                                         ---------------------------------------
                                    Title: President
                                          --------------------------------------
                                    Date: 7/9/00
                                         ---------------------------------------

                                    GUARANTOR:
                                    SHOLODGE, INC.



                                    By: /s/ Leon Moore
                                       -----------------------------------------
                                    Name: Leon Moore
                                         ---------------------------------------
                                    Title: President
                                          --------------------------------------
                                    Date: 7/9/00
                                         ---------------------------------------


                                       21
<PAGE>   22

                               INSURANCE ADDENDUM

PURPOSE

This coverage is designed for manufacturers, retailers, wholesalers and
contractors who sell, distribute and/or are under contract to install machinery,
equipment and building materials for their customers. In almost all instances,
title to the property does not pass to the purchaser and/or building owner until
the property is completely installed and/or accepted as satisfactory.

The types of property under installation circumstances will vary from simple
installations involving oil or gas burners, plumbing, air conditioning and
electric fixtures, building materials to very complex installations of
industrial machinery.

Coverage under an Installation Floater is usually provided while the covered
property is in transit, while at temporary staging or storage areas and while at
sites of actual installation. The form itself is "tailored" to fit each specific
account but usually insurance applies until the property has been accepted by
the purchase/owner, the interest of the insured ceases, 30 days after completion
of installation and, of course, policy expiration/termination date whichever
first occurs.

This is a nonfiled Commercial Inland Marine class so the underwriter has
complete flexibility, within sound underwriting standards, in designing limits,
deductible and rate levels. For many insureds policies are written to
automatically cover all installations made during the course of a policy year.
While others may wish a policy to cover a single installation, particularly when
the risk presents unique or unusual conditions or values at risk.

POLICY TERM

Policies may be written for a one year term or short term depending upon the
individual account circumstances.

APPLICATIONS

Available is UK 324 (multiple jobs) and UK 324 for single jobs. However, ACCORD
applications may be utilized as appropriate.

SCHEDULE REQUIREMENTS

Wherever possible and practical, the actual locations at which coverage is being
provided should be listed in the policy with a specific limit of liability. Of
equal benefit is the listing of actual installation locations in reports of
values, if the coverage may be constructed in this fashion. When the limit at
any one location is nominal, this requirement may be waived provided adequate
data is developed annually to make certain premiums and rate levels are
commensurate with exposures.


                                       22
<PAGE>   23

                                   EXHIBIT "A"
                                    ARCHITECT

To be provided by Contractor as soon as possible.


                                       23
<PAGE>   24

                                   EXHIBIT "B"
                         FURNITURE FIXTURES & EQUIPMENT

Contractor will furnish the property with standard AmeriSuites Furniture,
Fixtures & Equipment. By way of illustration a copy of AmeriSuites standard FF&E
package is attached as Exhibit B.


                                       24
<PAGE>   25

                                   EXHIBIT "C"
                            PLANS AND SPECIFICATIONS

The parties contemplate that Contractor will build a "ShoLodge" style building
with "AmeriSuites" finishes sufficient for ShoLodge, Inc. to satisfy the terms
and conditions of the Purchase and Sale Agreement. The parties will agree upon
final Plans and Specifications as soon as possible after the Commencement Date.

The Contract has been based on the following Drawings and Specifications
prepared by _____________:


<TABLE>
<CAPTION>
Architectural Drawings                                                          Dated
----------------------                                                          -----

<S>               <C>                                                           <C>
A00.1             Fire Protection Plans - Code Summary                          ?
A00.2             Wall Assemblies                                               ?
A00.3             Fire Protection Assemblies                                    ?
A15.1             Site Plan                                                     ?
A15.2             Site Details                                                  ?
A30.1             Lower Level and First Floor Plan                              ?
A30.1             Second and Third Floor Plan                                   ?
A32.1             Roof Plan                                                     ?
A40.1             Building Elevations                                           ?
A40.2             Enlarged Building Elevations                                  ?
A40.3             Building Sections - Wings                                     ?
A40.4             Building Sections - Wings                                     ?
A40.5             Building Sections - Lobby                                     ?
A40.6             Building Sections - Tower                                     ?
A50.1             Enlarged Unit Plans                                           ?
A50.2             Enlarged Unit Plans                                           ?
A50.3             Enlarged Unit Plans                                           ?
A50.4             Enlarged Lower Level Lobby Plan                               ?
A50.5             Enlarged First Floor Lobby Plan                               ?
A50.6             Enlarged Second Floor Lobby Plan                              ?
A50.7             Enlarged Third Floor Lobby Plan                               ?
A50.8             Enlarged Lower Level Corner Plan                              ?
A50.9             Enlarged First, Second & Third Floor Corner Plans             ?
A50.10            Enlarged Stair Plans and Sections                             ?
A50.11            Enlarged Stair Section and Details                            ?
A50.12            Elevator Details and Sections                                 ?
A52.1             Interior Elevations                                           ?
A52.2             Interior Elevations                                           ?
A52.3             Interior Elevations                                           ?
A52.4             Interior Details                                              ?
</TABLE>


                                       25
<PAGE>   26
<TABLE>
<S>               <C>                                                           <C>
A52.5             Interior Details                                              ?
A56.1             Window and Door Details                                       ?
A56.2             Exterior Details                                              ?
A56.3             Reception Desk                                                ?
A58.1             Door and Window Schedule & Details                            ?
Exhibit "A": Contract Drawings                                                  Page 2 of 3


A58.2             Finish Schedules                                              ?
A58.3             Hardware Schedule                                             ?
</TABLE>

<TABLE>
<CAPTION>
Structural Drawings                                                             Dated
-------------------                                                             -----
<S>               <C>                                                           <C>

S00.1             General Structural Notes                                      ?
S20.1             Lower Level Foundation Plan                                   ?
S30.1             First Floor Foundation and Framing Plan                       ?
S30.2             Second Floor Framing Plan                                     ?
S30.3             Third Floor Framing Plan                                      ?
S30.4             Roof Framing Plan                                             ?
S60.1             Sections and Details                                          ?
S60.2             Sections and Details                                          ?
S60.3             Sections and Details                                          ?
S90.1             Truss Profiles/Sections and Details                           ?
S90.2             Shearwall Schedules, Sections and Details                     ?

<CAPTION>

Electrical Drawings                                                             Dated
-------------------                                                             -----
<S>               <C>                                                           <C>
ES-1              Electrical Site Plan                                          ?
E-1               Electrical Floor Plan                                         ?
E-2               Electrical Floor Plan                                         ?
E-3               Electrical Floor Plan                                         ?
E-4               Electrical Floor Plan                                         ?
E-5               Enlarged Electrical Floor Plan                                ?
E-6               Enlarged Guest Suite Lighting and Power Plans                 ?
E-7               TV, Telephone and Fire Alarm Details and Notes                ?
E-8               One Line Riser Diagram, Lighting Schedule, Legend &
                  General Notes                                                 ?
E-9               Electrical Panelboard Schedules                               ?
E-10              Electrical Panelboard Schedules                               ?
</TABLE>


                                       26
<PAGE>   27

<TABLE>
<CAPTION>
Exhibit "A" Contract Drawings                                                   Page 3 of 3
Mechanical Drawings                                                             Dated
-------------------                                                             -----
<S>               <C>                                                           <C>
M-1               Lower Level Mechanical Plan                                   ?
M-2               First Floor Mechanical Plan                                   ?
M-3               Second Floor Mechanical Plan                                  ?
M-4               Third Floor Mechanical Plan                                   ?
M-5               Mechanical Schedules and Legends                              ?
M-6               Mechanical Details and Sections                               ?

<CAPTION>

Plumbing Drawings                                                               Dated
-----------------                                                               -----
<S>               <C>                                                           <C>
P-1               Plumbing Schedules and Symbols                                ?
P-2               Plumbing Floor Plan                                           ?
P-3               Plumbing Floor Plan                                           ?
P-4               Plumbing Floor Plan                                           ?
P-5               Plumbing Floor Plan                                           ?
P-6               Plumbing Floor Plan                                           ?
P-7               Lower Level Partial Plan                                      ?
P-8               Plumbing Floor Plan                                           ?
P-9               Plumbing Floor Plan                                           ?
P-10              Plumbing Floor Plan                                           ?
P-11              Plumbing Partials                                             ?
P-12              Plumbing Partials                                             ?
P-13              Plumbing Partials                                             ?
P-14              Plumbing Partials                                             ?
P-15              Plumbing Details                                              ?

<CAPTION>

Civil Engineering                                                               Dated
-----------------                                                               -----
<S>      <C>                                                                    <C>
D6       Cover Sheet, Vicinity Map and Schedule of Drawings                     ?
1        Layout Plan                                                            ?
2        Grading, Drainage and Erosion Control Plan                             ?
3        Utility Plan                                                           ?
4        Landscaping Plan                                                       ?
5        Details                                                                ?
</TABLE>

Other

         Geotechnical Engineering Evaluation for Proposed ________________,
         dated __________ by _________________ (Project No.
         _____________________)

         AmeriSuites Construction and Design Standards Manual dated ______ by
         Prime


                                       27
<PAGE>   28

         Hospitality Design Department.


                                       28
<PAGE>   29

                                    EXHIBIT D
                               SCHEDULE OF VALUES


                                       29
<PAGE>   30

                                   EXHIBIT "E"
                             SUPPLEMENTAL CONDITIONS

1.       For 60 days before the Completion Date, Contractor shall provide Owner,
         at no additional installation or rental cost, use of a secured trailer
         on-site with electrical power, lighting and two telephone lines. Owner
         shall pay directly for use of its telephone and electrical service.


                                       30