SECOND AMENDMENT

                                       TO

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                     HERSHA HOSPITALITY LIMITED PARTNERSHIP

     THIS  SECOND  AMENDMENT  TO  THE  AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP  (this  "Second  Amendment")  dated as of April 21, 2003, is entered
into  by  HERSHA  HOSPITALITY TRUST, a Maryland real estate investment trust, as
general  partner  (the  "General  Partner")  of  HERSHA  HOSPITALITY  LIMITED
PARTNERSHIP,  a limited partnership formed under the laws of the Commonwealth of
Virginia  (the  "Partnership"), for itself and on behalf of the limited partners
of  the  Partnership,  and  CNL  HOSPITALITY  PARTNERS, L.P., a Delaware limited
partnership  ("CHP").

     WHEREAS,  Section  4.02(a) of the Amended and Restated Agreement of Limited
Partnership  of  the  Partnership  dated  January  26,  1999 (as amended by that
certain  Amendment  dated  December  31,  1999,  the  "Partnership  Agreement")
authorizes  the  General  Partner  to  cause the Partnership to issue additional
Partnership  Units  in  one  or  more classes or series, with such designations,
preferences  and  relative,  participating,  optional  or  other special rights,
powers  and duties as shall be determined by the General Partner, subject to the
provisions  of  such  section;  and

     WHEREAS,  pursuant to the authority granted to the General Partner pursuant
to  Sections  4.02(a)  and  Article XI of the Partnership Agreement, the General
Partner  desires to amend the Partnership Agreement (i) to establish a new class
of Partnership Units, the Series A Preferred Units (as hereinafter defined), and
to  set  forth  the designations, rights, powers, preferences and duties of such
Series  A Preferred Units, (ii) to issue the Series A Preferred Units to CHP and
to  admit  CHP  as an additional Limited Partner and (iii) to make certain other
changes  to  the  Partnership  Agreement.

     NOW,  THEREFORE,  in  consideration of good and valuable consideration, the
receipt  and  sufficiency  of which hereby are acknowledged, the General Partner
hereby  amends  the  Partnership  Agreement  as  follows:

     1.     Designation;  Rank.
            -------------------

          (a)     A series of Partnership Units in the Partnership designated as
the  "10.5% Series A Preferred Units" (the "Series A Preferred Units") is hereby
established.  The  maximum  number of Series A Preferred Units shall be 350,000.

          (b)     The  Series  A  Preferred  Units  shall rank (i) senior to any
class  of  Partnership  Units  of the Partnership whether or not existing on the
date  hereof,  which  shall  include,  without limitation, all Partnership Units
outstanding  as  of the date hereof and any other class or series of Partnership
Units,  either  specifically ranking by the terms thereof junior to the

<PAGE>
Series A Preferred Units or not specifically ranking by their terms senior to or
on  parity with the Series A Preferred Units (collectively, the "Junior Units"),
(ii)  on  parity  with  any  class  or  series of Partnership Units specifically
ranking  by  their  terms on parity with the Series A Preferred Units, and (iii)
junior to any class or series of Partnership Units specifically ranking by their
terms  senior  to  the  Series A Preferred Units, in each case, as to payment of
distributions,  voting, distributions of assets upon liquidation, dissolution or
winding-up,  whether  voluntary  or  involuntary,  or  otherwise.

          (c)     In  connection  with  the  issuance  of the Series A Preferred
Units to CHP, for purposes of making allocations of Net Profit and Net Loss, the
Partnership shall be deemed to make an election to cause an "interim closing" of
the  Partnership's  books  as  permitted  by  Section  706  of  the Code and the
Regulations  thereunder.

     2.     Distribution  Rights.
            ---------------------

          (a)     Each  Series A Preferred Unit shall entitle the holder thereof
to  receive distributions out of any assets legally available therefor, prior to
and  in  preference  to  any  declaration  or payment of any distribution on any
Junior  Units  pursuant  to  Section  5.02 of the Partnership Agreement and pari
passu  with  any Partnership Units ranking on parity with the Series A Preferred
Units  as  to  distributions.  Distributions  shall  be  payable  when  and  as
authorized  by  the  General  Partner.  Distributions on each Series A Preferred
Unit  shall  accrue at 10.5% per annum (the "Distribution Rate") on the Original
Issue  Price  which  distributions  will commence accruing on the Original Issue
Date.  Distributions on the Series A Preferred Units shall be payable in cash in
arrears  no  later  than  the twentieth (20th) day after the end of each quarter
(each  a  "Distribution  Payment Date"), commencing with the quarter ending June
30,  2003, to holders of record as of the close of business on the last business
day  of  the  applicable quarter.  Distributions shall accrue, but not compound,
whether  or  not  they  have been declared and whether or not there are Profits,
surplus  or  other funds of the Partnership legally available for the payment of
distributions.  The  date  on  which the Partnership initially issues a Series A
Preferred  Unit  shall be referred to as the "Original Issue Date" regardless of
the  number  of  transfers  of such Series A Preferred Unit made on the transfer
records  maintained  by  or  for the Partnership and regardless of the number of
certificates  that  may  be  issued  to  evidence  such  share.

          (b)     The Partnership shall not (i) pay or set aside for payment any
distributions  on  Junior  Units or (ii) redeem, repurchase or otherwise acquire
any  Junior  Units,  except  as  required  by  Section  5.03  of the Partnership
Agreement  and in a manner which satisfies Section 305(b) of the Code, until all
accumulated,  accrued  and  unpaid  distributions have been paid on the Series A
Preferred  Units  through  the  last  preceding  Distribution  Payment  Date.

          (c)     The  amount of distributions payable for each quarterly period
for  the  Series A Preferred Units shall be computed by multiplying the Original
Issue  Price  by  the  Distribution  Rate  and dividing the result by four.  The
amount  of  distributions  payable  for  the  initial period or any other period
shorter or longer than a full quarterly period shall be computed on the basis of
twelve  30-day  months  and  a  360-day  year.


                                      -2-
<PAGE>
          (d)     Distribution  payments  shall  be  made by wire transfer to an
account  designated  by  each  holder  of the Series A Preferred Units or, if no
account  information  is provided to the Partnership by a holder of the Series A
Preferred Units, distribution payments shall be made by check delivered by first
class  mail  to  the  address  of such holder as set forth in the records of the
Partnership.

     3.     Allocations.
            ------------

          Sections  5.01(a)  and  (b)  of  the  Partnership Agreement are hereby
deleted  and  replaced  by sections (a) and (b), below.  For all purposes of the
Partnership  Agreement as amended by this Second Amendment, the term "Percentage
                                                                      ----------
Interest"  shall  be deemed to refer to the percentage ownership interest in the
--------
Partnership  of  each  Partner with respect to its Partnership Units, other than
Series  A  Preferred  Units, and "Partnership Units" shall be deemed to refer to
                                  -----------------
Partnership  Units  other  than  the Series A Preferred Units, but shall include
Partnership Units issued upon actual conversion of Series A Preferred Units into
Partnership  Units.

          (a)     Net  Profit.
                  -----------

     Except  as  otherwise  provided  herein,  Net Profit for any fiscal year or
other  applicable period shall be allocated in the following order and priority:

               (i)     first,  to  Limited  Partners  holding Series A Preferred
Units, pro rata in proportion to the respective share of such Series A Preferred
Units  each  Limited  Partner  holds,  to  the  extent  that Net Loss previously
allocated  to  such  holders  pursuant to Section 5.01(b)(v) below for all prior
fiscal years or other applicable periods exceeds Net Profit previously allocated
to  such Partners pursuant to this Section 5.01(a)(i) for all prior fiscal years
or  other  applicable  periods,

               (ii)     second,  to the General Partner and the Limited Partners
holding Partnership Units in proportion to their respective Percentage Interests
to  the  extent  that  Net Loss previously allocated to such holders pursuant to
Section  5.01(b)(iii)  below  for  all  prior  fiscal  years or other applicable
periods  exceeds  Net  Profit  previously allocated to such Partners pursuant to
this Section 5.01(a)(ii) for all prior fiscal years or other applicable periods,

               (iii)     third,  to  the  Limited  Partners  holding  Series  A
Preferred  Units  until each such Series A Preferred Unit has been allocated Net
Profit  equal  to  the  excess  of  (x)  the  cumulative  amount  of  preferred
distributions  such Limited Partners have received for all fiscal years or other
applicable  period  or  to  the  date of redemption, to the extent such Series A
Preferred  Units  are  redeemed  during such period, over (y) the cumulative Net
Profit allocated to such Limited Partners, pursuant to this Section 5.01(a)(iii)
for  all  prior  fiscal years or other applicable periods (and, within each such
class, pro rata in proportion to the respective share of such Series A Preferred
Units each Limited Partner holds as of the last day of the period for which such
allocation  is  being  made),

               (iv)     fourth,  to  the  General  Partner  until  the aggregate
amount  of  Net  Profit  allocated  to  the  General  Partner under this Section
5.01(a)(iv)  for  the current and all prior years equals the aggregate Preferred
Return  distributed  to  the  General  Partner  under Section 5.02(a)(i) for the
current  and  all  prior  years,  taking  into  account the distributions to the
General


                                      -3-
<PAGE>
Partner  that  are  deemed  to have been distributed on December 31 of each year
pursuant  to  Section  5.02(f)  hereof,

               (v)     fifth,  to the Limited Partners holding Partnership Units
in  accordance  with  their  respective Percentage Interests until the aggregate
amount  of  Net  Profit  allocated  to  such Limited Partners under this Section
5.01(a)(v)  for  the  current and all prior years equals the aggregate Preferred
Return distributed to such Limited Partners for the current and all prior years,
and

               (vi)     thereafter, to the Partners holding Partnership Units in
accordance  with  their  respective  Percentage  Interests.

          (b)     Net  Loss.
                  ---------

          Except  as  otherwise provided herein, Net Loss for any fiscal year or
other  applicable period shall be allocated in the following order and priority:

               (i)     first,  to  the  Partners  holding  Partnership  Units in
accordance  with  their  respective  Percentage  Interests  to the extent of Net
Profit  previously  allocated  to  such Partners pursuant to Section 5.01(a)(vi)
above  for  all  prior  fiscal years or other applicable period exceeds Net Loss
previously  allocated  to  such Partners pursuant to this Section 5.01(b)(i) for
all  prior  fiscal  years  or  other  applicable  periods,

               (ii)     second,  to  the  Limited  Partners  holding Partnership
Units  in accordance with their respective Percentage Interests to the extent of
Net  Profit  previously  allocated  to such Limited Partners pursuant to Section
5.01(a)(v)  above  for all prior fiscal years or other applicable period exceeds
Net  Loss previously allocated to such Limited Partners pursuant to this Section
5.01(b)(ii)  for  all  prior  fiscal  years  or  other  applicable  periods,

               (iii)     third,  to  the  General  Partner  to the extent of Net
Profit  previously  allocated  to  the  General  Partner  pursuant  to  Section
5.01(a)(iv)  above for all prior fiscal years or other applicable period exceeds
Net  Loss  previously  allocated to the General Partner pursuant to this Section
5.01(b)(iii)  for  all  prior  fiscal  years  or  other  applicable  periods,

               (iv)     fourth,  to the General Partner and the Limited Partners
holding Partnership Units in proportion to their respective Percentage Interests
until  the  adjusted  Capital  Account (including for this purpose any amounts a
Partner  is  obligated  to  contribute  to  the capital of the Partnership or is
deemed  obligated  to  contribute  pursuant  to  Regulations  Section
1.704-1(b)(2)(ii)(c)(2))  of each Partner with respect to such Partnership Units
is  reduced  to  zero,  and

               (v)     thereafter,  to  the  Limited  Partners  holding Series A
Preferred Units, pro rata in proportion to the respective share of such Series A
Preferred  Units  each Limited Partner holds, until the adjusted Capital Account
(modified  in  the  same  manner as in clause (iv)) of each such Limited Partner
with  respect  to  such  Series  A  Preferred  Units  is  reduced  to  zero.

          It  is  the  intention  of  the  parties  hereunder that the aggregate
Capital  Account  balance of


                                      -4-
<PAGE>
the  holders of Series A Preferred Units at any date shall not exceed the amount
of  the original Capital Contribution of such holder plus all accrued and unpaid
distributions  thereon,  whether  or  not declared, to the extent not previously
distributed.

          (c)     Notwithstanding  anything to the contrary contained herein, in
connection  with  the liquidation of the Partnership or the interest of a holder
of  Series  A  Preferred Units, and prior to making any other allocations of Net
Profit  or  Net Loss, items of income and gain or deduction and loss shall first
be  allocated  to  holders  of  Series  A  Preferred Units in such amounts as is
required  to  cause each such Partner's adjusted Capital Account balance (taking
into  account any amounts such Partner is obligated to contribute to the capital
of  the Partnership or is deemed obligated to contribute pursuant to Regulations
Section  1.704-1(b)(2)(ii)(c)(2))  to  equal  the  amount  each  such Partner is
entitled  to  receive  pursuant  to the provisions of Sections 4 or 5(l) hereof.

          (d)     For  purposes of this Section 3, "Net Profit" means the excess
of  the  Partnership's Profit over the Partnership's Loss for any fiscal year or
portion  thereof, and "Net Loss" means the excess of the Partnership's Loss over
the  Partnership's  Profit  for  any  fiscal  year  or  portion  thereof.

          (e)     Notwithstanding  anything  to  the  contrary above, until such
time  as  the  portion of the Net Income of the Partnership which is received or
accrued from each tenant of the Partnership and its affiliates which is directly
or  indirectly  owned  by the Partnership, taking into account the provisions of
Section  856(d)(5) of the Code, qualifies as "rents from real property"  derived
from  a  "taxable REIT subsidiary" of the General Partner (within the meaning of
Sections  856(d) and 856(l) of the Code), then  in lieu of the income allocation
to  the  Limited  Partners holding Series A Preferred Units set forth in Section
3(a)(iii)  above, items of income and gain, to the extent remaining after making
the  allocations  required  by  Section  3(a)(i),(ii)  and (iii) above, shall be
allocated  to  the  Limited Partners holding Series A Preferred Units until each
such  holder  of Series A Preferred Units has been allocated items of income and
gain in an amount  equal to the excess of (x) the cumulative amount of preferred
distributions  such  Limited  Partner has received for all fiscal years or other
applicable  period  , over (y) the cumulative items of income and gain allocated
to  such  Limited Partners pursuant to this Section 5.01(e) for all prior fiscal
years  or  other  applicable  periods  (and,  with  respect to each such Limited
Partner,  pro  rata  in  proportion  to  the  respective  share of such Series A
Preferred  Units each Limited Partner holds as of the last day of the period for
which  such  allocation  is being made), and all such allocations shall be taken
into  account  for  purposes  of subsequent allocations made pursuant to Section
3.01(a)(iii)  above.

     4.     Liquidation  Rights.
            --------------------

          (a)     In  the event of any liquidation, dissolution or winding up of
the  Partnership,  whether  voluntary or involuntary, after payment or provision
for  payment  of  debts and other liabilities of the Partnership, each holder of
Series  A  Preferred  Units, before any distribution or payment is made upon any
Junior  Units  pursuant  to  Section 5.06 of the Partnership Agreement, shall be
entitled  to  receive,  out  of  the  assets  of  the  Partnership available for
distribution to the Partners, the sum of (A) $100.00 per Series A Preferred Unit
and  (B)  all


                                      -5-
<PAGE>
accrued  but unpaid distributions (if any) payable with respect to such Series A
Preferred  Units  the  (the  "Liquidation  Preference").

          (b)     In the event the assets to be distributed among the holders of
the  Series A Preferred Units upon any liquidation, dissolution or winding up of
the  Partnership,  whether  voluntary  or  involuntary, shall be insufficient to
permit  full  payment  of the Liquidation Preference and similar payments on any
other class of Partnership Units ranking on a parity with the Series A Preferred
Units  upon  liquidation,  then  the holders of the Series A Preferred Units and
such other Partnership Units shall share ratably in any such distribution of the
Partnership's  assets in proportion to the full respective distributable amounts
to  which  they  are  entitled.

          (c)     Upon  any  such  liquidation, dissolution or winding up of the
Partnership,  after  the  holders  of the Series A Preferred Units and any other
class  of  beneficial  interests ranking on a parity with the Series A Preferred
Units  upon  liquidation  shall  have  been  paid in full in accordance with the
rights  and  preferences to which they are entitled, the remaining net assets of
the  Partnership  shall  be  distributed  in accordance with Section 5.06 of the
Partnership  Agreement.

          (d)     For  purposes  of  this Section, a liquidation, dissolution or
winding  up  of  the  Partnership  shall  be  deemed  to be occasioned by, or to
include,  (A)  the  acquisition  after  the  date  of this Second Amendment of a
majority  of  the  Partnership  Interests  by  an  entity other than the General
Partner  by  means  of  any  transaction  or  series  of  related  transactions
(including, without limitation, any reorganization, merger or consolidation, but
excluding  any  merger  effected  exclusively  for  the  purpose of changing the
domicile  of  the  Partnership)  in  which outstanding Partnership Interests are
exchanged  for  securities or other consideration issued, or caused to be issued
by  the  acquiring entity or its subsidiary (an "Acquisition"), or (B) the sale,
lease,  exchange  or  other  transfer  (in  one  transaction  or  a  series  of
transactions)  of  all or substantially all of the assets of the Partnership (an
"Asset  Transfer"), unless in each of the cases set forth in (A) and (B) of this
Section  4(d),  the  Partners  immediately  prior  to  such Acquisition or Asset
Transfer  will,  immediately after such Acquisition or Asset Transfer (by virtue
of securities issued as consideration for the Partnership's Acquisition or Asset
Transfer  or  otherwise) hold at least 50% of the voting power of the surviving,
continuing  or  purchasing  entity.

          (e)     Written notice of such liquidation, dissolution or winding up,
stating  a  payment date, the amount of the Liquidation Preference and the place
where  said  sums  shall be payable shall be given by mail, postage prepaid, not
less  than  30 or more than 60 days prior to the payment date stated therein, to
the  holders  of  record  of  the  Series  A  Preferred Units, such notice to be
addressed to each such holder at his post office address as shown on the records
of  the  Partnership.

          (f)     Whenever the distribution provided for in this Section 4 shall
be  payable in property other than cash, the value of such property shall be the
fair  market  value  thereof  as  determined  in good faith by a majority of the
"independent"  Trustees serving on the Board of Trustees of the General Partner.
For  purposes  of  this  provision,  the  "independent"  Trustees shall be those
Trustees serving on the Board of Trustees of the General Partner who satisfy the
requirements for treatment as an "independent" trustee or "independent" director
under  the  rules  of  the  American  Stock  Exchange.


                                      -6-
<PAGE>
     5.     Exchange.  The  holders  of  Series A Preferred Units shall have the
            --------
following rights to exchange the Series A Preferred Units for (i) priority class
A  common  shares  of  beneficial interest in the General Partner (the "Priority
Class  A  Common  Shares"),  or  (ii)  Series  A  Preferred Shares of beneficial
interest  in  the  General  Partner  (the  "Series A Preferred Shares") or (iii)
Partnership  Units  (the  "Exchange  Rights"):

          (a)     Optional  Exchange.  Subject  to  and  in  compliance with the
                  ------------------
provisions of this Section 5, any Series A Preferred Units may, at the option of
the  holder,  be  exchanged  at  any  time for fully paid and nonassessable: (i)
Priority  Class  A  Common  Shares,  (ii)  Series  A  Preferred  Shares or (iii)
Partnership  Units.  The  number  of shares of Priority Class A Common Shares to
which a holder of Series A Preferred Units shall be entitled upon exchange shall
be  the  product obtained by multiplying the Common Exchange Rate then in effect
(determined  as provided in Section 5(b)(i)) by the number of Series A Preferred
Units  being  exchanged  therefor.  The  number  of Series A Preferred Shares to
which a holder of Series A Preferred Units shall be entitled upon exchange shall
be the product obtained by multiplying the Series A Exchange Rate then in effect
(determined as provided in Section 5(b)(ii)) by the number of Series A Preferred
Units  being  exchanged  therefor.  The  number  of Partnership Units to which a
holder  of  Series A Preferred Units shall be entitled upon exchange shall equal
the  product  obtained by multiplying the Partnership Unit Exchange Rate then in
effect  (determined  as provided in Section 5(b)(iii)) by the number of Series A
Preferred  Units  being  exchanged  therefor.

          (b)     Exchange  Rate.
                  --------------

               (i)     The  exchange  rate in effect at any time for exchange of
the  Series  A  Preferred  Units for Priority Class A Common Shares (the "Common
                                                                          ------
Exchange  Rate")  shall  be  the  quotient  obtained  by  dividing  (x)  $100.00
--------------
(hereinafter,  the  "Original  Issue  Price"),  plus the per share amount of all
                     ----------------------
accrued  but unpaid distributions outstanding on the Series A Preferred Units to
be  converted  by  (y)  the  Exchange  Price,  calculated as provided in Section
5(c)(i).

               (ii)     The  exchange rate in effect at any time for exchange of
the  Series  A  Preferred  Units  for  Series  A Preferred Shares (the "Series A
                                                                        --------
Exchange  Rate")  shall  be  the  quotient obtained by dividing (x) the Original
--------------
Issue  Price,  plus the per share amount of all accrued but unpaid distributions
outstanding  on the Series A Preferred Units to be converted by (y) the Series A
Exchange  Price,  calculated  as  provided  in  Section  5(c)(ii).

               (iii)     The exchange rate in effect at any time for exchange of
the  Series  A  Preferred  Units  for  Partnership  Units (the "Partnership Unit
                                                                ----------------
Exchange  Rate")  shall  be  the  quotient obtained by dividing (x) the Original
--------------
Issue  Price,  plus the per share amount of all accrued but unpaid distributions
outstanding  on  the  Series  A  Preferred  Units  to  be  converted  by (y) the
Partnership  Unit  Exchange  Price, calculated as provided in Section 5(c)(iii).

          (c)     Exchange  Price.
                  ---------------

               (i)     The exchange price with respect to exchange of the Series
A Preferred Units for Priority Class A Common Shares shall initially be equal to
$6.7555  per  share  (as  adjusted as hereinafter provided (the "Common Exchange
                                                                 ---------------
Price")).
-----

               (ii)     The  exchange  price  with  respect  to  exchange of the
Series  A


                                      -7-
<PAGE>
Preferred  Units  for Series A Preferred Shares shall initially be equal to $100
per  share  (the  "Series  A  Exchange  Price").
                   --------------------------

               (iii)     The  exchange  price  with  respect  to exchange of the
Series  A  Preferred  Units  for  Partnership  Units shall initially be equal to
$6.7555  per  unit  (the  "Partnership  Unit  Exchange  Price").
                           ----------------------------------

               (iv)     Each  of  the initial Common Exchange Price, the initial
Series A Exchange Price and the initial Partnership Unit Exchange Price shall be
adjusted from time to time in accordance with this Section 5.  All references to
the  Common Exchange Price, the Series A Exchange Price, or the Partnership Unit
Exchange  Price  herein  shall  mean  such  exchange  price  as  so  adjusted.

               (v)     In  the  event Series A Preferred Units are exchanged for
Partnership  Units,  the  Partnership  Interest  associated  with  each  such
Partnership  Unit  shall  be the percentage obtained by dividing the Partnership
Units  so  exchanged  by  the  total number of Partnership Units then issued and
outstanding  immediately  following  such  exchange.

          (d)     Mechanics  of  Exchange.
                  -----------------------

               (i)     The  Exchange Rights in this Section 5 shall be exercised
by  the  holder  thereof  by  giving  written  notice  that the holder elects to
exchange  a stated number of Series A Preferred Units into either Priority Class
A Common Shares, Series A Preferred Shares or Partnership Units and by surrender
of a certificate or certificates (if any) for the Series A Preferred Units so to
be  converted  and  delivery  of the undertaking described in clause (ii) to the
Partnership  at  its  principal  office  (or  such other office or agency of the
Partnership  as  the  General  Partner may designate by notice in writing to the
holder  or holders of the Series A Preferred Units) at any time during its usual
business  hours  on the date set forth in such notice, together with a statement
of the name or names (with addresses), subject to compliance with Article VII of
the  General  Partner's  Declaration of Trust (the "Declaration") and applicable
laws  to  the  extent  such  designation  shall involve a transfer, in which the
certificate  or  certificates  for  Priority  Class  A  Common  Shares, Series A
Preferred  Shares  or  Partnership  Units  as  the case may be, shall be issued.
Within  five  (5)  business  days  after  the  receipt by the Partnership of the
written notice referred to in this Subsection 5(d), surrender of the certificate
or  certificates  (if  any) for the Series A Preferred Units to be exchanged and
delivery  of  the  undertaking  described  in clause (ii), the Partnership shall
issue  and  deliver,  or  cause  to  be  issued  and  delivered,  to the holder,
registered  in  such  name  or  names  as  such  holder  may  direct, subject to
compliance with Article VII of the Declaration and applicable laws to the extent
such designation shall involve a transfer, a certificate or certificates for the
number  of  whole  Priority  Class A Common Shares, Series A Preferred Shares or
Partnership Units, as the case may be, issuable upon the exchange of such Series
A  Preferred  Units.  To  the  extent  permitted  by law, such exchange shall be
deemed  to  have  been effected as of the close of business on the date on which
such  written  notice  shall  have  been  received  by  the  Partnership and the
certificate or certificates for such share or shares shall have been surrendered
as  aforesaid,  and  at  such  time  the  rights  of the holder of such Series A
Preferred  Units  shall  cease, and the person or persons in whose name or names
any  certificate  or  certificates  for Priority Class A Common Shares, Series A
Preferred  Shares  or  Partnership  Units, as the case may be, shall be issuable
upon  such  exchange  shall  be  deemed  to have become the


                                      -8-
<PAGE>
holder  or  holders  of  record  of  the  shares  represented  thereby.

               (ii)     It  shall be a condition to the exercise of the Exchange
Rights  that  each  proposed  registered  holder  of the Priority Class A Common
Shares,  Series  A Preferred Shares or Partnership Units shall have executed and
delivered  to the Partnership an undertaking to reimburse the Partnership or HT,
as  the case may be, for the amount of any "unearned dividends or distributions"
with respect to such shares or units, as the case may be.  The per share or unit
amount  of  such  "unearned  dividends  or  distributions" shall be equal to the
product  of (A) the amount of the per share or unit dividend or distribution, as
the  case may be, paid on the Priority Class A Common Shares, Series A Preferred
Shares  or  Partnership  Units in respect of the next record date which is on or
after  the  effective  date  of  the  exchange  (the  record  date  for which is
hereafter  referred  to  as  the  "Current  Record  Date")  multiplied  by (B) a
                                                            --------------
fraction,  the  numerator of which is the number of days in the period beginning
with  the  day  following  the  record  date  for  the  preceding  dividend  or
distribution  payment  date  (the  "Prior  Record  Date")  and  ending  with the
effective  date  of  the  exchange and the denominator of which is the number of
days  in  the  period beginning with the day following the Prior Record Date and
ending  on the Current Record Date.  Such undertaking shall acknowledge that the
certificates representing the Priority Class A Common Shares, Series A Preferred
Shares  or Partnership Units, as the case may be, may bear a legend referring to
the  provisions of this clause (ii) and such undertaking, which shall be binding
on  any  transferee  of  such  shares.

          (e)     Adjustment for Shares Splits and Combinations.  If the General
                  ---------------------------------------------
Partner  shall,  at any time or from time to time after the Original Issue Date,
effect a subdivision of the outstanding Priority Class A Common Shares, Series A
Preferred  Shares  or  Partnership  Units  without  the  Partnership effecting a
corresponding  subdivision  of the Series A Preferred Units, the Common Exchange
Price,  the  Series  A Exchange Price or the Partnership Unit Exchange Price, as
the  case  may  be,  in  effect  immediately  before  that  subdivision shall be
proportionately  decreased.  Conversely,  if  the  General Partner shall, at any
time or from time to time after the Original Issue Date, combine the outstanding
Priority  Class  A Common Shares, Series A Preferred Shares or Partnership Units
into  a  smaller  number  of  shares  without  the  Partnership  effecting  a
corresponding  combination  of the Series A Preferred Units, the Common Exchange
Price,  the  Series  A Exchange Price or the Partnership Unit Exchange Price, as
the  case  may  be,  in  effect  immediately  before  the  combination  shall be
proportionately  increased.  Any  adjustment  under  this  Subsection 5(e) shall
become  effective  at  the  close  of  business  on  the date the subdivision or
combination  becomes  effective.

          (f)     Adjustment  for  Reclassification,  Exchange and Substitution.
                  -------------------------------------------------------------
If, at any time or from time to time after the Original Issue Date, the Priority
Class  A  Common Shares, Series A Preferred Shares or Partnership Units issuable
upon the exchange of the Series A Preferred Units are changed into the same or a
different  number  of  shares  of  any  class  or  classes of shares, whether by
recapitalization,  reclassification  or  otherwise  (other than a subdivision or
combination  of  shares  or  share  distribution  or  a  reorganization, merger,
consolidation  or sale of assets provided for elsewhere in this Section 5), each
holder  of  Series A Preferred Units shall have the right thereafter to exchange
such shares into the kind and amount of shares and other securities and property
receivable  upon  such  recapitalization,  reclassification  or  other change by
holders  of  the  maximum  number  of  Priority  Class A Common Shares, Series A
Preferred Shares, or Partnership Units as the case may be, for which such Series
A  Preferred  Units  could  have  been


                                      -9-
<PAGE>
exchanged  immediately  prior  to  such  recapitalization,  reclassification  or
change,  all subject to further adjustment as provided herein or with respect to
such  other  securities  or  property  by  the  terms  thereof.

          (g)     Reorganizations,  Mergers,  Consolidations or Sales of Assets.
                  -------------------------------------------------------------
If,  at  any time or from time to time after the Original Issue Date, there is a
capital reorganization of the Priority Class A Common Shares, Series A Preferred
Shares  or  Partnership  Units  (other  than  a  recapitalization,  subdivision,
combination,  reclassification,  exchange or substitution of shares provided for
elsewhere  in  this  Section  5),  as  a  part  of  such capital reorganization,
provision  shall  be  made  so  that the holders of the Series A Preferred Units
shall  thereafter be entitled to receive upon exchange of the Series A Preferred
Units  the  number  of  shares  or  other  securities or property of the General
Partner  to  which  a  holder of the number of Priority Class A Common Shares or
Series  A Preferred Shares or Partnership Units, as the case may be, deliverable
upon  exchange  would have been entitled on such capital reorganization, subject
to  adjustment in respect of such shares or securities by the terms thereof.  In
any  such  case,  appropriate adjustment shall be made in the application of the
provisions of this Section 5 with respect to the rights of the holders of Series
A  Preferred  Units after the capital reorganization such that the provisions of
this  Section  5  (including  adjustment  of the Common Exchange Price, Series A
Exchange  Price or the Partnership Unit Exchange Price, as the case may be, then
in  effect  and  the  number  of  shares  issuable upon exchange of the Series A
Preferred  Units)  shall  be  applicable  after  that  event  and  be  as nearly
equivalent  as  practicable.

          (h)    Sale of Shares of HT Common Shares Below Common Exchange Price.
                 ---------------------------------------------------------------

               (i)     If,  at  any time or from time to time after the Original
Issue  Date,  the General Partner issues or sells, or is "deemed" by the express
provisions  of  this  Subsection  5(h)(i)  to have issued or sold (other than in
connection  with an "Antidilution Carve Out Event"), Additional HT Common Shares
(as  defined in Subsection 5(h)(iv) below) for an Effective Price (as defined in
Subsection  5(h)(iv)  below)  that is less than eighty-five percent (85%) of the
then  effective  Common  Exchange  Price,  then  and in each such case, the then
existing  Common  Exchange Price shall be reduced, as of the opening of business
on  the  date  of  such  issue or sale, to a price determined by multiplying the
Common  Exchange Price by a fraction (i) the numerator of which shall be (A) the
number  of HT Common Shares deemed outstanding (as defined in the next sentence)
immediately prior to such issue or sale, plus (B) the number of HT Common Shares
which  the  aggregate consideration received (as defined in Subsection 5(h)(ii))
by  the  General  Partner for the total number of Additional HT Common Shares so
issued would purchase at such Common Exchange Price, and (ii) the denominator of
which  shall  be  the  number of HT Common Shares deemed outstanding (as defined
below)  immediately  prior  to  such  issue  or  sale  plus  the total number of
Additional  HT  Common Shares actually issued.  As used herein, the number of HT
Common  Shares "deemed" to be outstanding as of a given date shall be the sum of
(A)  the  number  of HT Common Shares actually outstanding, (B) the number of HT
Common  Shares into which the then outstanding Series A Preferred Units could be
exchanged  if  fully  exchanged on the day immediately preceding the given date,
and  (C)  the  number  of  HT  Common Shares which could be obtained through the
exercise  or  exchange  of  all other rights, options and convertible securities
outstanding  on  the  day  immediately  preceding the given date as set forth in
Section 5(h)(ii) below.  As used herein, an "Antidilution Carve Out Event" shall
mean a distribution (A) on any class of shares, (B) pursuant to a subdivision or


                                      -10-
<PAGE>
combination  of HT Common Shares as provided in Section 5(e) above, (C) pursuant
to  any  employee  benefit plan approved by the Board of Trustees of the General
Partner  which  plans  shall call for the issuance, in the aggregate, of no more
than 650,000 HT Common Shares (an "Approved Employee Benefit Plan," (D) pursuant
to  a  plan  providing for the issuance of Additional HT Priority Class A Common
Shares upon reinvestment of dividends and additional optional amounts under such
plan  where  such dividends or optional payments are reinvested at an amount per
share of HT Common Stock that is equal to or greater than 95% of the fair market
value of such shares (a "DRIP") or (E) upon exchange of partnership interests in
the  Partnership  pursuant  to  and  in  accordance  with  Section  8.05  of the
Partnership  Agreement.  To  the  extent  not  taken into account pursuant to an
adjustment  in accordance with the Articles Supplementary, as defined below, any
changes  to the Common Exchange Price hereunder shall automatically, and without
further  action  by  the  Partnership  or  the  General  Partner,  result  in  a
corresponding  change  to  the  Conversion  Price  set  forth  in  the  Articles
Supplementary  of  the  General  Partner's  Declaration of Trust, which Articles
Supplementary  set  forth  the rights and designations of the Series A Preferred
Shares  (the  "Articles  Supplementary").

               (ii)     For  the purpose of making any adjustment required under
this  Section  5(h),  the  consideration received by the General Partner for any
issue  or  sale  of  securities  shall (A) to the extent it consists of cash, be
computed  at the amount of cash received by the General Partner, after deduction
of any underwriting or similar discount, commission, compensation or concessions
paid  or allowed by the Trust in connection with such issue or sale, but without
deduction of any expenses payable by the Trust, (B) to the extent it consists of
property  other  than  cash,  be  computed at the fair value of that property as
determined  in  good  faith by the Board of Trustees of the General Partner, and
(C)  if  Additional  HT  Common  Shares,  Convertible  Securities (as defined in
subsection  5(h)(iii))  or  rights  or  options to purchase either Additional HT
Common  Shares  or Convertible Securities are issued or sold together with other
stock  or  securities or other assets of the General Partner for a consideration
which  covers  both, be computed as the portion of the consideration so received
that  may  be reasonably determined in good faith by the General Partner's Board
of  Trustees  to  be  allocable to such Additional HT Common Shares, Convertible
Securities  or  rights  or  options.

               (iii)     For  the  purpose of the adjustment required under this
Section  5(h),  if  the  General  Partner  issues  or  sells  (i) stock or other
securities  convertible into Additional HT Common Shares (such convertible stock
or  securities  being  herein  referred  to as "Convertible Securities") or (ii)
                                                ----------------------
rights or options for the purchase of Additional HT Common Shares or Convertible
Securities,  and  if  the Effective Price of such Additional HT Common Shares is
less than eighty-five percent (85%) of the then effective Common Exchange Price,
then  in  each  such case, the General Partner shall be deemed to have issued at
the time of the issuance of such rights or options or Convertible Securities the
maximum number of Additional HT Common Shares issuable upon exercise or exchange
thereof and to have received as consideration for the issuance of such shares an
amount  equal  to the total amount of the consideration, if any, received by the
General  Partner  for  the  issuance  of  such  rights or options or Convertible
Securities,  plus, in the case of such rights or options, the minimum amounts of
consideration,  if any, payable to the General Partner upon the exercise of such
rights  or  options,  plus,  in  the case of Convertible Securities, the minimum
amount  of  consideration, if any, payable to the General Partner (other than by
cancellation  of  liabilities  or  obligations  evidenced  by  such  Convertible
Securities)  upon  the  exchange  thereof;


                                      -11-
<PAGE>
provided  that  if  in  the case of Convertible Securities the minimum amount of
such  consideration cannot be ascertained, but is a function of anti-dilution or
similar protective clauses, the General Partner shall be deemed to have received
the  minimum  amounts  of  consideration  without  reference  to  such  clauses;

provided  further  that  if  the  minimum amount of consideration payable to the
General  Partner upon the exercise or exchange of rights, options or Convertible
Securities  is  reduced  over  time  or  on  the occurrence or non-occurrence of
specified  events  other  than  by  reason  of  anti-dilution  adjustments,  the
Effective  Price  shall  be  recalculated using the figure to which such minimum
amount  of  consideration  is  reduced;  and

provided  further  that  if  the  minimum amount of consideration payable to the
General  Partner  upon  the  exercise  or  exchange  of  such rights, options or
Convertible  Securities  is subsequently increased, the Effective Price shall be
again  recalculated  using the increased minimum amount of consideration payable
to  the General Partner upon the exercise or exchange of such rights, options or
Convertible  Securities.  No further adjustment of the Common Exchange Price, as
adjusted  upon  the  issuance of such rights, options or Convertible Securities,
shall  be made as a result of the actual issuance of Additional HT Common Shares
on  the  exercise  of  any  such  rights  or options or the exchange of any such
Convertible  Securities. If any such rights or options or the exchange privilege
represented  by any such Convertible Securities shall expire without having been
exercised,  the  Common  Exchange  Price  as  adjusted upon the issuance of such
rights,  options  or  Convertible Securities shall be readjusted to the Exchange
Price  which  would have been in effect had an adjustment been made on the basis
that  the  only  Additional  HT  Common  Shares so issued were the Additional HT
Common Shares, if any, actually issued or sold on the exercise of such rights or
options  or  rights  of  exchange  of  such  Convertible  Securities,  and  such
Additional  HT  Common Shares, if any, were issued or sold for the consideration
actually  received  by  the  General  Partner  upon  such  exercise,  plus  the
consideration, if any, actually received by the General Partner for the granting
of  all such rights or options, whether or not exercised, plus the consideration
received  for  issuing or selling the Convertible Securities actually converted,
plus the consideration, if any, actually received by the Partnership (other than
by  cancellation  of  liabilities  or  obligations evidenced by such Convertible
Securities)  on  the exchange of such Convertible Securities, provided that such
readjustment  shall  not  apply  to prior exchanges of Series A Preferred Units.

               (iv)     "HT  Common  Shares"  shall mean and include the General
                         ------------------
Partner's  authorized Priority Class A Common Shares, as constituted on the date
hereof;  provided, however, that such term, when used to describe the securities
receivable  upon exchange of Series A Preferred Units, shall include only shares
designated  as  HT  Common Shares of the General Partner on the date hereof, any
shares  resulting  from  any  combination  or subdivision thereof referred to in
Section  5,  or  in  case  of  any  reorganization  or  reclassification  of the
outstanding  shares  thereof,  the  stock,  securities or assets provided for in
Section  5.  "Additional  HT  Common  Shares" shall mean all shares of HT Common
              ------------------------------
Shares  issued  by  the  General Partner or deemed to be issued pursuant to this
Section  5(h),  whether or not subsequently reacquired or retired by the General
Partner.  The  "Effective  Price"  of Additional HT Common Shares shall mean the
                ----------------
quotient  determined by dividing the aggregate consideration received, or deemed
to have been received by the General Partner for such issuance or sale or deemed
issuance  or  sale under this Section 5(h), for such Additional HT Common Shares
by  the

                                      -12-
<PAGE>
total  number  of  Additional HT Common Shares issued or sold, or deemed to have
been  issued  or  sold  by  the  General  Partner  under  this  Section  5(h).

               (v)     If  the  General  Partner  proposes  to  issue  or  sell
Additional HT Common Shares for an Effective Price that is less than eighty-five
percent (85%) of the Conversion Price and such issuance or sale will result in a
reduction  of  the  Common Exchange Price pursuant to this Section (h) (an "AMEX
Dilutive Issuance"), then the AMEX Dilutive Issuance and the resulting potential
issuance  of  Additional  HT  Common  Shares upon exchange of Series A Preferred
Units  at  a Common Exchange Price below the initial Common Exchange Price, must
be approved by the shareholders of the General Partner to the extent required by
the  rules  of  the American Stock Exchange.  If such holders do not approve the
AMEX  Dilutive  Issuance,  and the resulting potential issuance of Additional HT
Common  Shares  upon  exchange  of Series A Preferred Units at a Common Exchange
Price below the initial Common Exchange Price, as required to be approved by the
preceding  sentence,  then  the  General  Partner  shall not consummate the AMEX
Dilutive  Issuance  in  any  manner  that  would cause a reduction of the Common
Exchange  Price  pursuant  to  this  Section  (h).

          (i)     Certificate of Adjustment.  In each case of an adjustment
                  -------------------------
or  readjustment of the Common Exchange Price or Series A Exchange Price, if the
Series  A  Preferred Units are then exchangeable pursuant to this Section 5, the
General  Partner,  at its expense, shall compute such adjustment or readjustment
in  accordance with the provisions hereof and prepare a certificate showing such
adjustment  or  readjustment,  and  shall  mail such certificate, by first class
mail,  postage prepaid, to each registered holder of Series A Preferred Units at
such  holder's  address  as  shown  in the Partnership's books and records.  The
certificate  shall  set forth such adjustment or readjustment, showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement  of  (i)  the  consideration  received or deemed to be received by the
General  Partner  for  any  Additional  Shares of Priority Class A Common Shares
issued  or  sold or deemed to have been issued or sold, (ii) the Common Exchange
Price  or  Series  A  Exchange Price, as the case may be, in effect at the time,
(iii) the number of Additional HT Common Shares issued or sold or deemed to have
been  issued  or  sold  and  (iv) the type and amount, if any, of other property
which  at  the  time  would  be received upon exchange of the Series A Preferred
Units.

          (j)     Minimum  Adjustment.  Notwithstanding anything herein  to  the
                  -------------------
contrary,  no adjustment of the Common Exchange Price or Series A Exchange Price
shall  be made pursuant to this Section 5 in an amount less than $.01 per share,
and any such lesser adjustment shall be carried forward and shall be made at the
time  and  together  with the next subsequent adjustment which together with any
adjustments  so  carried  forward  shall  amount  to  $.01  per  share  or more.

          (k)     Notices of Record Date.  Upon (i) any taking by the General
                  ----------------------
Partner of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any distribution, or
(ii)  any  Acquisition (as defined in Section 3) or other capital reorganization
of  the General Partner, any reclassification or recapitalization of the capital
stock of the General Partner, any merger or consolidation of the General Partner
with  or into any other entity, or any Asset Transfer (as defined in Section 3),
or  any  voluntary  or involuntary dissolution, liquidation or winding up of the
General  Partner,  the  General  Partner


                                      -13-
<PAGE>
shall  mail  to  each  holder of Series A Preferred Units at least ten (10) days
prior  to  the record date specified therein a notice specifying (A) the date on
which  any such record is to be taken for the purpose of such distribution and a
description  of  such  distribution, (B) the date on which any such Acquisition,
reorganization,  reclassification,  transfer,  consolidation,  merger,  Asset
Transfer,  dissolution,  liquidation  or  winding  up  is  expected  to  become
effective,  and (C) the date, if any, that is to be fixed as to when the holders
of  record  of  Priority  Class  A  Common Shares (or other securities) shall be
entitled  to  exchange  their shares of Priority Class A Common Shares (or other
securities)  for securities or other property deliverable upon such Acquisition,
reorganization,  reclassification,  transfer,  consolidation,  merger,  Asset
Transfer,  dissolution,  liquidation  or  winding  up.

     (l)     Optional  Redemption  by  the Partnership.    At any time, and from
             -----------------------------------------
time  to time, the Partnership, at the option of the General Partner, may redeem
all  or  any part of the outstanding Series A Preferred Units (which Units shall
be  in an amount not less than 50,000 Units), by giving at least 30 but not more
than  90  days  written  notice (the "Redemption Notice") to those holders whose
                                      -----------------
Series  A  Preferred Units the Partnership wishes to redeem of the date on which
such  redemption  will  occur  (the  "Call  Date"),  during  which  period  (the
"Redemption  Notice  Period"),  the  holders of the Series A Preferred Units who
 --------------------------
have  received  a Redemption Notice may elect to exchange the Series A Preferred
Units  covered  by  the  Redemption  Notice  in  accordance  with  the  exchange
provisions set forth in this Section 5.  Notice having been mailed as aforesaid,
from  and  after  the  Call  Date  (unless  the  Partnership  shall fail to make
available  an amount of cash necessary to effect such redemption), (i) except as
otherwise  provided  herein,  distributions  on  the Series A Preferred Units so
called  for redemption shall cease to accrue, (ii) such Series A Preferred Units
shall no longer be deemed to be outstanding, and (iii) all rights of the holders
thereof as holders of Series A Preferred Units shall cease (except the rights to
exchange  and to receive the cash payable upon such redemption, without interest
thereon, upon surrender and endorsement of their certificates if so required and
to  receive  any  dividends payable thereon) as described in clause (iii) below.
The  Partnership's  obligation  to provide cash in accordance with the preceding
sentence  shall  be  deemed  fulfilled  if,  on  or  before  the  Call Date, the
Partnership  shall  deposit,  in  a  segregated  account  separate  from  the
Partnership's  general  assets,  with  a  bank or trust company (which may be an
affiliate  of  the  Partnership) that has an office in the Borough of Manhattan,
City  of  New  York, and that has, or is an affiliate of a bank or trust company
that  has,  capital  and surplus of at least $50,000,000, the cash necessary for
such  redemption,  in  trust,  with  irrevocable  instructions that such cash be
applied  to  the  redemption  of  the  Series  A  Preferred  Units so called for
redemption.  No interest shall accrue for the benefit of the holders of Series A
Preferred  Units  to  be  redeemed  on any cash so set aside by the Partnership.
Subject  to  applicable  escheat laws, any such cash unclaimed at the end of two
years  from  the Call Date shall revert to the general funds of the Partnership,
after  which reversion the holders of such shares so called for redemption shall
look  only to the general funds of the Partnership for the payment of such cash.

     Promptly after the compliance by the holders of redeemed Series A Preferred
Units with the requirements set forth in the Redemption Notice, such units shall
be  exchanged  for any cash (without interest thereon) for which such units have
been redeemed. If fewer than all the outstanding Series A Preferred Units are to
be  redeemed, units to be redeemed shall be selected by the General Partner from
outstanding  Series  A  Preferred Units not previously called for redemption pro
rata  (as  nearly  as  may  be), by lot or by any other method determined by the


                                      -14-
<PAGE>
General  Partner  in  its  sole  discretion  to  be  equitable.

               (ii)     The  Redemption Notice shall set forth (A) the number of
Series  A  Preferred  Units to be redeemed, (B) the Call Date, (C) the amount of
the  Redemption  Price  (C)  a redemption claim form, and (D) all other relevant
terms.  The  Redemption  Notice  shall  be  mailed  by  the Partnership, postage
prepaid, to each holder whose Series A Preferred Units are to be redeemed at its
address  shown  on the records of the Partnership.  If the Partnership elects to
redeem any Series A Preferred Units pursuant to this Section 5(l), such election
shall not be revocable by the Partnership and the Partnership shall be obligated
to redeem at the Redemption Price all shares to be redeemed on the Call Date set
forth  in  the  Redemption  Notice,  as  described  above.

               (iii)     The  per  unit Redemption Price shall be the sum of (A)
the  Original  Issue  Price,  (B)  all  accrued but unpaid distributions thereon
pursuant  to  Section  2(a) hereof, through and including the Call Date, without
interest,  and  (C)  a premium (the "Premium"), which Premium shall decline on a
                                     -------
straight  line  basis over a ten (10) year period equal to:  $10.50 per Series A
Preferred  Unit,  with  respect  to  redemptions noticed during the first twelve
month  period  immediately following the Original Issue Date; $9.45 per Series A
Preferred  Unit  with  respect  to  redemptions noticed during the second twelve
month  period  immediately following the Original Issue Date; $8.40 per Series A
Preferred Unit with respect to redemptions noticed during the third twelve month
period  immediately  following  the  Original  Issue  Date;  $7.35  per Series A
Preferred  Unit  with  respect  to  redemptions noticed during the fourth twelve
month  period  immediately following the Original Issue Date; $6.30 per Series A
Preferred Unit with respect to redemptions noticed during the fifth twelve month
period  immediately  following  the  Original  Issue  Date;  $5.25  per Series A
Preferred Unit with respect to redemptions noticed during the sixth twelve month
period  immediately  following  the  Original  Issue  Date;  $4.20  per Series A
Preferred  Unit  with  respect  to redemptions noticed during the seventh twelve
month  period  immediately following the Original Issue Date; $3.15 per Series A
Preferred  Unit  with  respect  to  redemptions noticed during the eighth twelve
month  period  immediately following the Original Issue Date; $2.10 per Series A
Preferred Unit with respect to redemptions noticed during the ninth twelve month
period  immediately  following  the  Original  Issue  Date;  $1.05  per Series A
Preferred Unit with respect to redemptions noticed during the tenth twelve month
period  immediately  following  the  Original  Issue  Date; and, no premium with
respect to redemptions noticed after completion of the tenth twelve month period
immediately  following  the Original Issue Date.  If the Call Date falls after a
distribution  payment  record  date  and prior to the corresponding Distribution
Payment  Date,  then  each  holder  of  Series A Preferred Units at the close of
business  on  such  distribution  payment  record  date shall be entitled to the
distribution  payable  on  such  Series  A  Preferred Units on the corresponding
Distribution  Payment  Date  notwithstanding any redemption of such units before
such Distribution Payment Date.  Except as provided above, the Partnership shall
make  no  payment  or  allowance  for  unpaid  distributions,  whether or not in
arrears,  on  Series  A  Preferred  Units  called  for  redemption.

          (m)     Fractional Shares.  No fractional shares of Priority Class A
                  -----------------
Common  Shares  shall  be  issued upon exchange of Series A Preferred Units. All
shares  of Priority Class A Common Shares (including fractions thereof) issuable
upon exchange of more than one Series A Preferred Unit by a holder thereof shall
be  aggregated  for purposes of determining whether the exchange would result in
the  issuance of any fractional share. If, after the aforementioned


                                      -15-
<PAGE>
aggregation,  the exchange would result in the issuance of any fractional share,
the  General  Partner  shall, in lieu of issuing any fractional shares, pay cash
equal  to the product of such fraction multiplied by the Priority Class A Common
Shares'  fair market value per share on the date of exchange (as reported by the
securities  exchange on which the Priority Class A Common Shares are then listed
for  trading,  or  if  none, the most recently reported "over the counter" trade
price,  or  if none, as determined in good faith by the Board of Trustees of the
General  Partner).

          (n)     Reservation  of  Shares  Issuable  Upon Exchange.  The General
                  ------------------------------------------------
Partner  shall at all times reserve and keep available out of its authorized but
unissued  Priority  Class  A Common Shares and Series A Preferred Shares, solely
for  the purpose of effecting the exchange of the Series A Preferred Units, such
number  of  its  Priority Class A Common Shares and Series A Preferred Shares as
shall  from time to time be sufficient to effect the exchange of all outstanding
Series  A  Preferred Units. If at any time the number of authorized but unissued
Priority  Class  A  Common  Shares  or  Series  A  Preferred Shares shall not be
sufficient  to  effect  the  exchange of all then outstanding Series A Preferred
Units,  the  General Partner shall, prior to exceeding such number of authorized
but  unissued shares, take such action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued Priority Class A Common Shares
or  Series  A  Preferred  Shares, as the case may be, to such number as shall be
sufficient  for  such  purpose.

          (o)     Notices.  Any  notice  required  by  the  provisions  of  this
                  -------
Section  5  shall  be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient; if not, then
on  the  next  business  day,  (iii)  five  (5)  days  after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (iv)
one  (1)  day  after  deposit  with  a  nationally recognized overnight courier,
specifying  next day delivery, with written verification of receipt. All notices
shall  be  addressed  to  each  holder  of  record at the address of such holder
appearing  on  the  books  of  the  Partnership.

          (p)     Payment  of  Taxes.  The General Partner shall pay any and all
                  ------------------
stamp,  transfer  and other similar taxes payable or determined to be payable in
connection  with  the issuance of all Priority Class A Common Shares or Series A
Preferred  Shares  issuable  upon  exchange  of  the  Series  A Preferred Units.

          (q)     Notwithstanding  anything  to  the  contrary  above,  Series A
Preferred  Units shall be convertible into Series A Preferred Shares or Priority
Class A Common Shares in the manner described above provided that delivery to or
ownership  of  such Series A Preferred Shares or Priority Class A Common Shares,
as applicable, by a holder of Series A Preferred Units (regardless of whether or
not such holder of Series A Preferred Units has, in fact, exercised its Exchange
Rights,  and  taking into account deemed ownership determined after applying the
provisions  of  Section 318 of the Code as modified by the provisions of Section
856(d)(5)  of  the  Code),  would  not  result  in:

     (i)   such holder of Series A Preferred Units or any other person owning or
     being  deemed to own, directly or indirectly (determined after applying the
     provisions  of  Section  318 of the Code, as modified, by the provisions of
     Section 856(d)(5) of the Code), Series A Preferred Shares or Priority Class
     A Common


                                      -16-
<PAGE>
     Shares representing an interest in 10% or more of the value of the share of
     HT,  and

     (ii)   (A)  cause HT  to  own  or  be deemed to own, directly or indirectly
     (determined  after  applying  the provisions of Section 318 of the Code, as
     modified,  by the provisions of Section 856(d)(5) of the Code), 10% or more
     of  the  ownership interests in a tenant of HT, HLP, or any other entity in
     which either HT or HLP has an equity interest, excluding, for this purpose,
     an  entity  which  qualifies as a taxable REIT subsidiary of HT (within the
     meaning  of  Section  856(l)  of  the  Code)  (  a  "TRS"),  or

            (B)(1)  cause  persons  owning,  or being deemed to own, directly or
     indirectly  (determined after applying the provisions of Section 318 of the
     Code, as modified, by the provisions of Section 856(d)(5) of the Code), 35%
     or  more  of  the voting stock or value of the shares of HT to be deemed to
     own,  directly  or  indirectly (determined after applying the provisions of
     Section  318  of  the  Code,  as  modified,  by  the  provisions of Section
     856(d)(5) of the Code), 35% or more of (x) the voting stock or total number
     of  shares  of  a  corporate independent contractor providing services to a
     tenant  of  HT,  HLP,  or any other entity in which either HT or HLP has an
     equity  interest  or  (y)  the  net  assets  or  profits of a non-corporate
     independent  contractor  providing  services to a tenant of HT, HLP, or any
     other  entity in which either HT or HLP has an equity interest, each within
     the meaning of Section 856(d)(3) of the Code (an "Independent Contractor"),
     or

               (2)  cause  an Independent Contractor to own or be deemed to own,
     directly or indirectly (determined after applying the provisions of Section
     318 of the Code, as modified, by the provisions of Section 856(d)(5) of the
     Code),  35%  or  more  of  the  voting  stock or value of the shares of HT.

     6.     Voting  Rights.
            ---------------

          (a)     General  Rights.  Holders  of  Series  A Preferred Units shall
                  ---------------
have  the  right  to  notice  of  and to vote, as a single class with holders of
Partnership Units on all matters which holders of Partnership Units have a right
to  vote  under  the  terms  of  the Partnership Agreement or applicable law, or
otherwise,  and  as  a separate class on those matters set forth in Section 6(b)
hereof.  On  any  and  all  matters  as  to  which  the  holders of the Series A
Preferred  Units  and  the  Partnership  Units shall vote as a single class, the
holders  of the Series A Preferred Units and Partnership Units shall be entitled
to  a  number  of  votes  equal  to the number of HT Common Shares for which the
Series  A  Preferred  Units  or  Partnership  Units  would  then be exchangeable
pursuant  to  the  Partnership  Agreement.

          (b)     Separate  Class  Voting  Rights.  Notwithstanding  the general
                  -------------------------------
grants  of  authority  to the General Partner pursuant to Section 6.01(a) of the
Partnership  Agreement, in addition to any other vote or consent required herein
or  by law, the vote or written consent of the holders of at least a majority of
the  then  outstanding Series A Preferred Units shall be necessary for effecting
the following actions, except for any such action that provides that all holders
of  Series  A  Preferred Units shall as a result of and simultaneously with such
action  receive  no  less


                                      -17-
<PAGE>
than the Liquidation Preference, plus the applicable Premium pursuant to Section
5(l)(iii),  provided, that the separate voting rights of the holders of Series A
            --------
Preferred  Units  described  in  clauses  (v), (vi), (vii), (x), (xi), (xii) and
(xiii)  below,  shall  only  exist  at  such  times  as  holders of the Series A
Preferred  Units  hold in the aggregate that number of Series A Preferred Units,
HT Common Shares and any other class or series of HT equity, that represents, on
an  as  converted/  exchanged  basis,  at  least 5% of the HT Common Shares then
issued  and  outstanding,  on  a  fully-diluted  basis  (which  shall assume the
conversion  and/or  exchange  of all securities convertible into or exchangeable
for  HT  Common  Shares).

               (i)     Notwithstanding  Section  4.02(a)(i)  of  the Partnership
Agreement, (A) any authorization or any designation, whether by reclassification
or  otherwise, of any new class or series of Partnership Units ranking senior to
the  Series  A  Preferred  Units as to payment of distributions, distribution of
assets  upon  liquidation,  dissolution  or  winding-up  (whether  voluntary  or
involuntary),  voting  or  otherwise;  or  (B)  other  than in connection with a
"Voting/Preemptive Rights Carve Out Event," as defined below any issuance of any
class  or series of equity interest of the Partnership prior, in the case of the
events  set  forth  in  this  section  6(i)(B), to the first to occur of (1) the
issuance  and  sale of an aggregate of 250,000 Series A Preferred Units pursuant
to  the  terms  of the Securities Purchase Agreement or (2) a "SPA Termination",
defined  as  the  termination  of  the Securities Purchase Agreement pursuant to
Section  7.1  or 7.2 thereof.  As used herein, a "Voting/Preemptive Rights Carve
Out  Event"  shall  mean  (X)  at  any  time after the consummation of the First
Closing  and  the  Second  Closing  under the Securities Purchase Agreement, the
issuance  of  Partnership  Units in exchange for a contribution of properties to
the Partnership approved by the Board of Trustees of the General Partner, (Y) at
any  time  when  the  Partnership issues Partnership Units in connection with an
Approved  Employee  Benefit Plan, including issuance of Partnership Units to the
General  Partner  in connection with the issuance of HT Common Shares under such
plans,  which  plans may issue, in the aggregate, no more than 650,000 shares of
Priority  Class  A Common Shares or (Z) the issuance of Partnership Units to the
General  Partner in connection with the issuance of HT Common Shares pursuant to
a  DRIP.

               (ii)     During any period when distributions with respect to the
Series  A  Preferred  Units  are  in  arrears, any purchase, redemption or other
acquisition  for  value  (or payment into or setting aside as a sinking fund for
such  purpose)  of  any  Junior  Units;

               (iii)     During  any  period  when distributions with respect to
the  Series  A  Preferred  Units  are in arrears, any action that results in the
declaration  or  payment  of distributions, direct or indirect on account of any
Junior  Units;

               (iv)     Notwithstanding Article XI of the Partnership Agreement,
any  action  that  results in any amendment, alteration, or repeal (by merger or
consolidation  or  otherwise)  of  any  provisions of this Second Amendment, any
provisions  of  the Articles Supplementary, the General Partner's Declaration of
Trust,  the  General  Partner's  By-laws which eliminates, amends or affects any
term  (adversely  or  otherwise)  of  the  Series A Preferred Shares and/ or the
Priority  Class  A  Common  Shares or shares of any series ranking senior to the
Series  A  Preferred  Shares,  including,  without  limitation,  the redemption,
dividend,  voting,  preemptive,  antidilution  and  other  powers,  rights  and
preferences  of  such  shares  or  adversely  affects  any  holder  thereof;


                                      -18-
<PAGE>
               (v)     Notwithstanding  Section  6.01(a)(xxi) of the Partnership
Agreement,  any  action where the Partnership or the General Partner merges with
or into or consolidates with any other entity, but excluding any merger effected
exclusively  for  the purpose of changing the domicile of the Partnership or the
General  Partner;

               (vi)     Any  action  where  the  Partnership  or  any  of  its
subsidiaries directly or indirectly sells, leases, transfers, conveys or assigns
(whether  in  a  single  transaction  or  series of related transactions) all or
substantially all of the Partnership's assets, other than transactions involving
leases  by the Partnership of its hotel properties in the ordinary course of its
business;

               (vii)     All  transactions  involving  the  Partnership  or  the
General  Partner  of  the  type  referred in paragraph (a) of Rule 145 under the
Securities  Act  of  1933,  as  amended,  and  all  transactions  involving  the
Partnership  or  the General Partner constituting a change-in-control within the
meaning  of  Rule  14(f)  under the Securities Exchange Act of 1934, as amended;

               (viii)     Any  action  where  the  Partnership  or  the  General
Partner  or  any  of  its or their material subsidiaries files any voluntary, or
consents to the filing of any involuntary, petition for relief under title 11 of
the  United  States  Code  or any successor statute or under any reorganization,
arrangement,  insolvency,  readjustment  of debt, dissolution or liquidation law
with  respect  to  the  General  Partner, the Partnership or any of its or their
subsidiaries;

               (ix)     Nothwithstanding  Section  6.07  of  the  Partnership
Agreement,  any  action where the Partnership, the General Partner or any of its
or  their  material  subsidiaries appoints or consents to, or acquiesces in, the
appointment  of  a  receiver,  conservator,  trustee  or  other similar official
charged  with  the  administration, control, management, operation, liquidation,
dissolution  or  valuation of the Partnership, the General Partner or any of its
or their material subsidiaries, or any of their respective businesses or assets;

               (x)     Notwithstanding  Section  6.07  of  the  Partnership
Agreement,  any  action where the Partnership, the General Partner or any of its
or  their  subsidiaries,  or Hersha Hospitality Management, L.P., a Pennsylvania
limited  partnership,  on  the  one  hand,  engages  in  any transaction with an
affiliate of the Partnership or the General Partner on the other hand, provided,
however,  to  the  extent such transactions are of the type which, but for their
affiliated  nature,  would  fall  within  the  ordinary  course  of business and
day-to-day  affairs  of  the Partnership, such actions need not be approved on a
transaction-by-transaction  basis  but  may  be  entered into pursuant to annual
budgets  and  purchase  plans  approved by the holders of the Series A Preferred
Units.  For  purposes of this provision, and this Second Amendment, "affiliate",
                                                                     ---------
and  all  derivations thereof, shall have the meaning set forth in Rule 12b-2 of
the  Exchange  Act  and  shall include, without limitation, for the avoidance of
doubt,  (a)  the  trustees  and  senior  officers  of  the  General Partner, the
Partnership  or  any  of  its  or their subsidiaries, his or her spouse, parent,
sibling,  mother-in-law,  father  in-law,  brother-in-law,  sister-in-law, aunt,
uncle,  or  first  cousin,  (b)  any  Person  directly  or  indirectly  owning,
controlling  or  holding  the power to vote 5% or more of the outstanding voting
securities  of  the  General  Partner,  the  Partnership  or any of its or their
Subsidiaries,  and  (c)  any  Person  5%  or  more  of  whose outstanding voting
securities  are  directly  or indirectly owned, controlled or held with power to
vote  by  the  General  Partner,  the  Partnership  or  any  of  its  or  their
subsidiaries.


                                      -19-
<PAGE>
               (xi)     Notwithstanding  Section  6.01(a)(xi)  or Article III of
the  Partnership  Agreement,  for the Partnership, the General Partner or any of
its  or  their Subsidiaries to engage in any business where either the operation
of such business or ownership of the assets related to such business will result
in  the  General Partner failing to satisfy the provisions of Section 856 of the
Code;

               (xii)     Notwithstanding  Section  4.02(a)(ii)  and  the proviso
contained  in Section 6.08 of the Partnership Agreement, conducting any business
activities  or  the  ownership  of  any asset of the General Partner (other than
partnership  interests  in  the Partnership) in each case other than through the
Partnership  or  one  or more Subsidiary Partnerships as contemplated by Section
6.08  of  the  Partnership  Agreement;

               (xiii)     Admission  of  a  substitute  or  additional  General
Partner;

               (xiv)     Any  agreement  to do any of the transactions set forth
in  this  Section.

     7.     Preemptive  Rights.

     Each  of  the  holders  of  the  Series  A  Preferred  Units shall have the
following  preemptive  rights:

          (a)     Sale.  At  all times commencing on the Original Issue Date and
                  ----
terminating  three  years thereafter, before the Partnership offers to any party
(a  "Sale")  any  class  or  series  of  Partnership Units, or any obligation or
     ----
instrument  convertible into or exchangeable for Partnership Units (the "Offered
                                                                         -------
Securities"),  other  than  in connection with the issuance of Partnership Units
----------
pursuant  to a "Voting/Preemptive Rights Carve Out Event," the Partnership shall
provide written notice at least fifteen (15) days in advance of the consummation
of  such  Sale  (the "Offer Notice") to each holder of Series A Preferred Units.
                      ------------
With  respect  to  convertible or exchangeable Partnership Units, the holders of
Series  A  Preferred Units shall have no rights under this section in connection
with  the  conversion  or  exchange  of  such  securities,  provided,  that  the
Partnership has complied with the provisions of this section with respect to the
issuance  of  such  convertible  or  exchangeable  securities.

          (b)     Offer.  The  Offer  Notice  shall  be  irrevocable  and  shall
                  -----
constitute  an  offer  by  the  Partnership  to  sell to each holder of Series A
Preferred  Units at the per share sale price which the Partnership would receive
upon consummation of such proposed Sale (the "Sales Price") up to such number of
                                              -----------
Offered Securities (or such number of additional securities of the same class as
would  have  an  equivalent  effect) equal to the percentage which (i) the total
number  of  shares  of  Priority  Class  A Common Shares for which such holders'
Partnership Units are exchangeable plus the number of shares of Priority Class A
Common  Shares  into  which such holders' equity interest in the General Partner
are  convertible  plus  the number of Priority Class A Common Shares such holder
then  holds, bears to (ii) the total number of shares of Priority Class A Common
Shares  for which or into which any outstanding equity securities of the General
Partner or the Partnership are exchangeable or convertible plus the total number
of  Priority  Class  A  Common Shares then issued and outstanding (the "Pro Rata
                                                                        --------
Share").
-----


                                      -20-
<PAGE>
          (c)     Response  Period.  Each holder of the Series A Preferred Units
                  ----------------
shall  have  a  period of fifteen (15) days after receipt of the Offer Notice in
which to elect to purchase up to its Pro Rata Share of the Offered Securities at
the  Sales Price, such election to be made by such holder by written notice (the
"Acceptance  Notice").  Each  Acceptance  Notice  shall also specify the maximum
 ------------------
amount of additional Offered Securities which such holder desires to purchase in
the  event any other holder fails to elect to purchase all of its Pro Rata Share
of Offered Securities pursuant to the immediately preceding sentence on a timely
basis or elects in writing not to do so (such unpurchased Offered Securities are
hereinafter referred to as the "Remaining Securities").  In the event that there
                                --------------------
are  Remaining  Securities  available  for purchase, each holder of the Series A
Preferred  Units  having specified in its Acceptance Notice a desire to purchase
such remaining Securities shall purchase such Remaining Securities on a pro rata
basis  (up to the amount of Remaining Securities specified by such holder in its
Acceptance  Notice),  or in such other proportions as such holder may all agree,
on  the  terms  set  forth  herein.

          (d)     Closing  and Payment.  The closing of the sale and delivery of
                  --------------------
the  Offered  Securities  purchased hereunder by any such holder of the Series A
Preferred  Units,  and payment therefor (which shall be made by wire transfer in
immediately  available funds to an account designated by the Partnership), shall
be  at  a  time  and place designated by the Partnership on the tenth (10th) day
following  the  Partnership's receipt of such holder's Acceptance Notice or such
later  date  agreed  to by holders of a majority of the participating holders of
Series  A Preferred Units.  The closing of any sale of Offered Securities to the
participating  holders  of  Series A Preferred Units shall be conditioned on the
closing  of  the  initial  proposed  Sale.

     8.     Tax Procedures.  While any Series A Preferred Units are outstanding,
            --------------
the  General  Partner shall (i) maintain the controls and procedures designed to
ensure  REIT  compliance as set forth in Section 3.19 of the Securities Purchase
Agreement,  and (ii) within a reasonable period of time prior to consummation of
any  acquisition,  disposition  or  other  extraordinary  corporate transaction,
deliver  to holders of the Series A Preferred Units, any summary of the material
terms  and  an  analysis  of  the  federal  and  state  tax implications of such
transaction delivered to any member of the General Partner's Board of Directors.

     9.     No Waiver.  Except as otherwise modified or provided for herein, the
            ---------
holders  of Series A Preferred Units shall also be entitled to, and shall not be
deemed to have waived, any other applicable rights granted to such holders under
applicable  law.

     10.     No  Impairment.  The General Partner shall not, by amendment of its
             --------------
Declaration  of  Trust,  the  Partnership  Agreement  or  this Second Amendment,
through  any  reorganization,  transfer of assets, merger, dissolution, issue or
sale  of  securities  or  any other voluntary action, avoid or seek to avoid the
observance  or  performance  of  any  of  the  terms to be observed or performed
hereunder  by  the  General Partner or the Partnership, but will at all times in
good  faith,  assist  in  the  carrying out of all the provisions of this Second
Amendment  and  in  the  taking  of  all  such  action  as  may  be necessary or
appropriate  in order to protect the rights and preferences granted hereunder to
the  holders  of  the  Series A Preferred Units against impairment, which rights
include  without  limitation,  the  exchange  rights and liquidation preferences
contained  herein.

     11.     Admission  of  Limited  Partner;  Exhibits  to  Partnership.
             -----------------------------------------------------------


                                      -21-
<PAGE>
     CHP  is  hereby  admitted  to the Partnership as a Partner on the terms and
conditions  set  forth  herein. Exhibit A to the Partnership Agreement is hereby
amended  to  reflect  the  issuance of the Series A Preferred Units provided for
herein.

     12.     Redemption  Right  of  Partnership  Units.
             -----------------------------------------

          Section  8.05(c)  of  the  Partnership  Agreement is hereby amended by
inserting the following new clause (v) and renumbering the existing clause "(v)"
as  clause  "(vi)":  "(v)  cause any person who operates Property on behalf of a
"taxable  REIT  subsidiary"  of the Company, as defined in Section 856(l) of the
Code,  which  Property  is  a "qualified lodging facility" within the meaning of
Section 856(d)(9)(D) of the Code that is leased to such taxable REIT subsidiary,
to fail to qualify as an "eligible independent contractor" within the meaning of
Section 856(d)(9)(A) of the Code with respect to such taxable REIT subsidiary,".

     13.     Construction;  Reaffirmation.
             ----------------------------

     In  the  event  of  any  conflict  between  the  provisions  of this Second
Amendment and the Partnership Agreement, the provisions of this Second Amendment
shall  govern.  The  provisions  of Section 6.04(b) of the Partnership Agreement
shall  not  be  construed  to limit the rights and preferences of the holders of
Series  A  Preferred  Units  under  the  Partnership  Agreement  and this Second
Amendment.  Except  as  modified  herein,  all  terms  and  conditions  of  the
Partnership  Agreement  shall  remain  in full force and effect, which terms and
conditions  the  General  Partner  hereby  ratifies  and  affirms.


                                      -22-
<PAGE>
     IN  WITNESS WHEREOF, this Second Amendment has been executed as of the date
first  above  written.

GENERAL PARTNER:              HERSHA  HOSPITALITY  TRUST



                              By: /s/ Ashish R. Parikh
                              Name:   Ashish  R.  Parikh
                              Title:  Chief  Financial  Officer


SERIES A PREFERRED
LIMITED PARTNER:              CNL  HOSPITALITY  PARTNERS,  L.P.

                              By:  CNL  HOSPITALITY  GP  CORP.,
                              its  general  partner

                              By: /s/ Tammie A. Quinlan
                              Name:   Tammie  A.  Quinlan
                              Title:  Senior  Vice  President





 (SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT OF LIMITED PARTNERSHIP OF HERSHA
                        HOSPITALITY LIMITED PARTNERSHIP)


                                      -23-
<PAGE>