SECURITIES PURCHASE AGREEMENT

                                    AMONG

                        CNL HOSPITALITY PARTNERS, L.P.

                           HERSHA HOSPITALITY TRUST

                                     AND

                    HERSHA HOSPITALITY LIMITED PARTNERSHIP

                          DATED AS OF APRIL 21, 2003




<PAGE>
                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

ARTICLE 1 PURCHASE AND SALE OF PREFERRED UNITS . . . . . . . . . . . . . .     1

     1.1     Purchase and Sale . . . . . . . . . . . . . . . . . . . . . .     1
     1.2     Purchase Price. . . . . . . . . . . . . . . . . . . . . . . .     2
     1.3     Payment at First Closing, Second Closing or Subsequent
             Closings. . . . . . . . . . . . . . . . . . . . . . . . . . .     3

ARTICLE 2 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . .     3

     2.1     Representations and Warranties of HT and HLP. . . . . . . . .     3
     2.2     Representations and Warranties of CHP . . . . . . . . . . . .    26

ARTICLE 3 COVENANTS OF HT AND HLP. . . . . . . . . . . . . . . . . . . . .    28

     3.1     Covenants Relating to the Business of HT and HLP. . . . . . .    28
     3.2     Access and Information. . . . . . . . . . . . . . . . . . . .    31
     3.3     Notification of Certain Matters . . . . . . . . . . . . . . .    31
     3.4     Third Party Consents. . . . . . . . . . . . . . . . . . . . .    32
     3.5     Appointment of Observer to the HT Board of Trustees . . . . .    32
     3.6     Waiver of Anti-Takeover Statute . . . . . . . . . . . . . . .    32
     3.7     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .    32
     3.8     Use of Purchase Price; Use of Proceeds. . . . . . . . . . . .    33
     3.9     Legal Opinions. . . . . . . . . . . . . . . . . . . . . . . .    33
     3.10    Execution and Delivery of Excepted Holder Agreement . . . . .    33
     3.11    Registration Rights Agreement . . . . . . . . . . . . . . . .    33
     3.12    Existing Registration Rights. . . . . . . . . . . . . . . . .    33
     3.13    HLP Partnership Agreement . . . . . . . . . . . . . . . . . .    33
     3.14    Joint Venture Agreement . . . . . . . . . . . . . . . . . . .    33
     3.15    Filing of Articles Supplementary and Capital Stock Matters. .    34
     3.16    Stock Exchange Listing. . . . . . . . . . . . . . . . . . . .    34
     3.17    Certain Other Actions . . . . . . . . . . . . . . . . . . . .    34

ARTICLE 3A COVENANT OF CHP . . . . . . . . . . . . . . . . . . . . . . . .    35

     3A.1    Fairness Opinion. . . . . . . . . . . . . . . . . . . . . . .    36

ARTICLE 4 MUTUAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . .    36

     4.1     Additional Agreements . . . . . . . . . . . . . . . . . . . .    36
     4.2     Advice of Changes; SEC Filings. . . . . . . . . . . . . . . .    36

ARTICLE 5 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . .    37

     5.1     Conditions to Each Party's Obligation . . . . . . . . . . . .    37
     5.2     Conditions to Obligations of CHP at the First Closing . . . .    37


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     5.3     Conditions to Obligations of HT and HLP at the First Closing.    39
     5.4     Conditions to Obligations of CHP at the Second Closing
             and each Subsequent Closing . . . . . . . . . . . . . . . . .    40
     5.4A    Condition to Obligations of CHP at each Subsequent Closing. .    41
     5.5     Conditions to Obligations of HT and HLP at the Second
             Closing and Each Subsequent Closing . . . . . . . . . . . . .    41

ARTICLE 6 CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42

     6.1     Closing . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
     6.2     Actions to Occur at the First Closing . . . . . . . . . . . .    43
     6.3     Actions to Occur at the Second Closing and Each
             Subsequent Closing. . . . . . . . . . . . . . . . . . . . . .    44

ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER. . . . . . . . . . . . . . . .    45

     7.1     Termination Prior to First Closing. . . . . . . . . . . . . .    45
     7.2     Termination Subsequent to First Closing . . . . . . . . . . .    46
     7.3     Effect of Termination Prior to First Closing. . . . . . . . .    47

ARTICLE 8 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . .    47

     8.1     Indemnification . . . . . . . . . . . . . . . . . . . . . . .    47
     8.2     Limitations on Indemnification for Breaches of
             Representations and Warranties. . . . . . . . . . . . . . . .    48
     8.3     Indemnification Procedures. . . . . . . . . . . . . . . . . .    49
     8.4     Tax Related Adjustments . . . . . . . . . . . . . . . . . . .    50

ARTICLE 9 GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . .    50

     9.1     Survival of Representations, Warranties, and Covenants. . . .    50
     9.2     Amendment and Modification. . . . . . . . . . . . . . . . . .    51
     9.3     Waiver of Compliance. . . . . . . . . . . . . . . . . . . . .    51
     9.4     Specific Performance. . . . . . . . . . . . . . . . . . . . .    51
     9.5     Severability. . . . . . . . . . . . . . . . . . . . . . . . .    51
     9.6     Expenses and Obligations. . . . . . . . . . . . . . . . . . .    52
     9.7     Parties in Interest . . . . . . . . . . . . . . . . . . . . .    52
     9.8     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .    52
     9.9     Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .    53
     9.10    Entire Agreement. . . . . . . . . . . . . . . . . . . . . . .    53
     9.11    Governing Law; Choice of Forum. . . . . . . . . . . . . . . .    53
     9.12    Public Announcements. . . . . . . . . . . . . . . . . . . . .    54
     9.13    Assignment. . . . . . . . . . . . . . . . . . . . . . . . . .    54
     9.14    Headings. . . . . . . . . . . . . . . . . . . . . . . . . . .    54
     9.15    Articles, Sections. . . . . . . . . . . . . . . . . . . . . .    54


                                       ii
<PAGE>
EXHIBITS:

Exhibit A           --     Form of Legal Opinion of HT's Counsel
Exhibit B           --     Form of Legal Tax Opinion of HT's Tax Counsel
Exhibit C           --     Form of BSA Legal Opinion
Exhibit D           --     Form of Excepted Holder Agreement
Exhibit E           --     Form of Registration Rights Agreement
Exhibit F           --     Form of Registration Rights Acknowledgement
Exhibit G           --     Form of Second Amendment to HLP Limited Partnership
                              Agreement
Exhibit H           --     Form of Joint Venture Agreement
Exhibit I           --     Form of Articles Supplementary
Exhibit J                  List of CHP's Officers, Directors and Employees

DISCLOSURE SCHEDULES:

Schedule 2.1(a)     --     HT Subsidiaries and Non-Subsidiary Investments
Schedule 2.1(b)     --     Options and Certain Restrictions
Schedule 2.1(c)     --     Conflicts, Violations or Defaults and Consents of
                              Governmental Entities
Schedule 2.1(f)     --     Certain Changes or Events
Schedule 2.1(g)     --     Undisclosed Liabilities
Schedule 2.1(h)     --     Defaults and Violations
Schedule 2.1(i)     --     Officers with Knowledge
Schedule 2.1(j)     --     HT Litigation
Schedule 2.1(k)     --     Taxes
Schedule 2.1(l)     --     ERISA Matters
Schedule 2.1(m)     --     Labor and Employment Matters
Schedule 2.1(o)     --     Environmental Matters
Schedule 2.1(p)     --     Properties
Schedule 2.1(q)     --     Insurance
Schedule 2.1(r)     --     Brokers
Schedule 2.1(t)     --     Material Contracts
Schedule 2.1(u)     --     Information Systems


                                      iii
<PAGE>
                             INDEX OF DEFINED TERMS
                             ----------------------

Term                                    Defined in Section:
----                                    --------------------

Affiliate                               2.1(d)
Agreement                               Preamble
Amended and Restated HLP Partnership    3.13
Agreement
Amex                                    3.16
Articles Supplementary                  2.1(a)(i)
Balance Sheet Date                      2.1(f)
Basket                                  8.2(a)
BSA Opinion                             3.9
Business Day                            6.1(b)
CERCLA                                  2.1(o)(viii)
CHP                                     Preamble
CHP Indemnified Parties                 8.1(a)
CHP Litigation                          2.2(c)
CHP Order                               2.2(c)
CHP's Cap                               8.2(a)
Claim                                   8.3(a)(i)
Class A Shares                          2.1(b)(i)
Class B Shares                          2.1(b)(i)
Closings                                6.1(a)
Closing Date                            6.1(a)
Closing Dates                           6.1(a)
Contributed Leases                      3.18(b)
Control                                 2.1(d)
Cure Period                             7.1(b)(i)
Delivery Date                           2.1(a)(i)
Discretionary Capital                   3.8
Encumbrances                            2.1(b)(ii)
Environmental Laws                      2.1(o)
EPA                                     2.1(o)(viii)
ERISA                                   2.1(l)(i)
Excepted Holder Agreement               3.10
Exchange Act                            2.1(c)(iii)
Expenses                                8.1(a)(iii)
Expense Reimbursement                   7.3(b)
First Closing                           1.1(a)
First Closing Units                     1.1(a)
Fully Diluted Interest in HT            8.1(a)(iv)
GAAP                                    2.1(d)
Governmental Entity                     2.1(c)(iii)
Ground Lease                            2.1(p)(ii)


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<PAGE>
Ground Leases                           2.1(p)(ii)
Ground Lessee                           2.1(p)(ii)
Ground Lessees                          2.1(p)(ii)
Hazardous Materials                     2.1(o)
HHMLP                                   3.18(a)
HLP                                     Preamble
HLP Certificate of Limited Partnership  2.1(a)(i)
HLP Partnership Agreement               2.1(a)(i)
HLP Ordinary Units                      2.1(b)(i)
HT                                      Preamble
HT's Cap                                8.2(a)
HT Common Stock                         2.1(b)(i)
HT Common Stock Equivalents             2.1(b)(i)
HT Declaration of Trust                 2.1(a)(i)
HT Disclosure Schedule                  2.1(a)(i)
HT Employee Benefit Plans               2.1(l)(iii)
HT ERISA Affiliate                      2.1(l)(i)
HT Fee Property                         2.1(p)(i)
HT Fee Properties                       2.1 (p)(i)
HT Franchise Agreements                 2.1(t)(vi)
HT Indemnified Parties                  8.1(b)
HT Intangible Property                  2.1(n)
HT Leasehold Property                   2.1(p)(i)
HT Leasehold Properties                 2.1(p)(i)
HT Litigation                           2.1(j)
HT Option Plan                          2.1(b)(i)
HT Order                                2.1(j)
HT Pension Plans                        2.1(l)(i)
HT Property                             2.1(p)(i)
HT Properties                           2.1(p)(i)
HT Permits                              2.1(h)(i)
HT Preferred Stock                      2.1(b)(i)
HT SEC Documents                        2.1(d)
HT TRS                                  3.18(a)
HT Trustees Plan                        2.1(b)(i)
HSR Act                                 2.1(c)(iii)
HW Opinion                              3.9
HW Tax Opinion                          3.9
Information Systems                     2.1(u)
Joint Venture Agreement                 3.14
Knowledge                               2.1(h)(i)
Losses                                  8.1(a)(i)
Material Adverse Effect                 2.1(a)(ii)
Material Contracts                      2.1(t)(xvi)
MGCL                                    3.6


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<PAGE>
Observer Resolution                     5.2(d)
Person                                  2.1(d)
Preferred Units                         Recitals
Projections                             2.1(v)
Property Restrictions                   2.1(p)(iii)
Purchase Price                          1.2
REIT                                    2.1(k)(ii)
REIT Training                           3.19
Registration Rights Acknowledgement     3.12
Registration Rights Agreement           3.11
Release                                 2.1(o)
Remedial Action                         2.1(o)
SDAT                                    3.15(a)
SEC                                     2.1(c)(iii)
Second Closing                          1.1(b)
Second Closing Date                     1.3
Second Closing Units                    1.1(b)
Securities Act                          2.1(c)(iii)
Series A Preferred Shares               2.1(b)(i)
Space Lease                             2.1(p)(vii)
Space Leases                            2.1(p)(vii)
Subsequent Closing                      1.1(c)
Subsequent Closing Date                 1.3
Subsequent Closing Units                1.1(c)
Subsidiary                              2.1(a)(iii)
Tax Protection Agreements               2.1(k)(viii)
Transaction Documents                   2.1(b)(ii)
Voting Debt                             2.1(b)(i)


                                      iii
<PAGE>
                          SECURITIES PURCHASE AGREEMENT

     This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 21,
                                              ---------
2003,  is  among  CNL  Hospitality  Partners, L.P., a limited partnership formed
under  the  laws  of  the State of Delaware ("CHP"), Hersha Hospitality Trust, a
                                              ---
Maryland  real  estate  investment  trust ("HT"), and Hersha Hospitality Limited
                                            --
Partnership,  a limited partnership formed under the laws of the Commonwealth of
Virginia  ("HLP"),  the  general  partner  of  which  is  HT.
            ---

     WHEREAS,  upon  the  terms and subject to the conditions of this Agreement,
CHP  desires  to  purchase  and  HLP desires to issue and sell preferred limited
partnership  interests  in  the  form  of  HLP's  Preferred Units (as defined in
Section  1.1)  having the rights, privileges and preferences as agreed to by the
parties  hereto;

     WHEREAS, HT, the general partner of HLP, has approved the issuance and sale
of  the Preferred Units and the general partner of CHP has approved the purchase
of  the  Preferred  Units  pursuant to the terms of this Agreement and the other
transactions  contemplated  hereby;

     WHEREAS,  simultaneously  herewith,  HLP  and CHP are entering into a Joint
Venture  Agreement  (as  defined  herein),  pursuant  to  which HLP and CHP will
acquire  and  operate  real  estate  projects;

     WHEREAS,  HT,  HLP  and  CHP  desire  to  make  certain  representations,
warranties,  agreements and covenants in respect of the purchase and sale of the
Preferred  Units  (as  defined  herein) and also to prescribe various conditions
thereto,  all  as  hereinafter  set  forth;

     NOW,  THEREFORE,  in consideration of the mutual premises, representations,
warranties,  agreements  and  covenants contained in this Agreement, the parties
hereto,  intending  to  be  legally  bound,  agree  as  follows:

                                    ARTICLE 1

                      PURCHASE AND SALE OF PREFERRED UNITS
                      ------------------------------------

     1.1     Purchase  and  Sale.       Upon  the  terms  and  subject  to  the
             -------------------
conditions set forth in this Agreement, HLP shall issue and sell to CHP, and CHP
shall  purchase  from  HLP,  at the times indicated below, a number of Preferred
Units  as  follows:

          (a)     at  the  first closing (the "First Closing") 100,000 Preferred
                                               -------------
Units  (the  "First  Closing  Units");
              ---------------------

          (b)     at  the second closing, which shall occur within 30 days after
the  First  Closing  (the "Second Closing") provided such date is a Business Day
                           --------------
and  if such date is not a Business Day, the next following Business Day, 50,000
Preferred  Units  (the  "Second  Closing  Units");  and
                         ----------------------

          (c)     subject  to the provisions contained immediately below, at one
or  more  subsequent  closings,  which  shall  occur within 15 Business Days (as
hereinafter  defined) after the date on which HLP provides written notice to CHP


<PAGE>
in  accordance  with Section 9.8 hereof (each, a "Subsequent Closing"), a number
                                                  ------------------
of  Preferred  Units  not to exceed 100,000 Preferred Units in the aggregate for
all  such closings (all such units, the "Subsequent Closing Units" and, together
                                         ------------------------
with  the  First  Closing  Units  and the Second Closing Units, are collectively
referred  to  as  the  "Preferred  Units"  and  individually  referred  to  as a
                        ----------------
"Preferred  Unit"),  provided,  however, that HLP shall not be obligated to sell
 ---------------
and  CHP  shall not be required to purchase in excess of 250,000 Preferred Units
in  the  aggregate  (pursuant to this Section 1.1), and provided further however
that  CHP  shall not be obligated to purchase any Subsequent Closing Units until
such  time  as  HLP  is  or  has  been  obligated  to make an Additional Capital
Contribution  to the Joint Venture in connection with an Approved Acquisition in
accordance  with  Section 4.3 of the Joint Venture Agreement.  Upon satisfaction
of the condition set forth in the ultimate proviso of the preceding sentence, at
any  Subsequent  Closing, CHP shall only be obligated to purchase such number of
Subsequent  Closing Units (not to exceed 100,000 in the aggregate) which results
in  a  Purchase  Price  equal to the total amount HLP is or has been required to
contribute  to  the  Joint  Venture  in  connection  with  one  or more Approved
Acquisitions  pursuant  to  Section 4.3 of the Joint Venture Agreement, less the
Purchase  Price  for  the  number  of  Subsequent  Closing Units acquired by CHP
pursuant to such previous Subsequent Closings, if any.  As used in this Section,
the  terms  "Additional  Capital  Contribution" and "Approved Acquisition" shall
have  the  meanings  ascribed  to  such  terms  in  the Joint Venture Agreement.

     All  references  to the number of Preferred Units which CHP is obligated to
purchase  hereunder  and  HLP  is obligated to issue and sell hereunder, and all
references to the Purchase Price (as defined herein) shall, in all instances, be
subject  to  equitable  adjustment  from  time  to  time  for  subdivisions  and
combinations  of HT's Class A Shares (as defined herein) and for transactions of
similar  effect.  For  example, in the event of a subdivision of Class A Shares,
the  Purchase  Price shall proportionately be decreased and the remaining number
of  Preferred  Units  that CHP is obligated to purchase shall proportionately be
increased,  and  in  the  event of a combination of Class A Shares, the Purchase
Price  shall  proportionately be increased and the remaining number of Preferred
Units  that  CHP  is  obligated  to purchase shall proportionately be decreased.

     1.2     Purchase  Price.  The  purchase  price  payable  by  CHP  to HLP in
             ---------------
consideration  for  the  sale of the Preferred Units shall be an amount equal to
$100.00  per  Preferred  Unit  (the "Purchase Price") and the aggregate purchase
                                     --------------
price  payable hereunder, in the event all 250,000 Preferred Units are purchased
and sold hereunder, shall be $25.0 million, provided, however, that at the First
Closing,  the  Purchase Price shall be credited, dollar-for-dollar, for the full
amount  of  CHP's  invoiced  out-of-pocket  legal,  financial and other business
advisory  expenses  incurred  by  CHP  in  connection  with  the  due diligence,
preparation  and negotiation of this Agreement and the Transaction Documents (as
defined  herein)  and  any  other  out-of-pocket  expenses  incurred  by  CHP in
connection  with  the  transactions  contemplated  by  this  Agreement  and  the
Transaction  Documents,  and  letter  of  intent  dated  November  18,  2002 and
predecessor  letter of intent dated August 19, 2002 which shall include, without
limitation,  the  fees  and  disbursements  of  Greenberg  Traurig,  LLP,
PricewaterhouseCoopers,  LLP  and  Lowndes,  Drosdick,  Doster,  Kantor  & Reed.

     1.3     Payment  at  First  Closing, Second Closing or Subsequent Closings.
             ------------------------------------------------------------------
Payment  of  the  Purchase  Price for the Preferred Units to be purchased at the
First  Closing,  Second  Closing  or any Subsequent Closing, as the case may be,


                                                                               2
<PAGE>
shall  be  made by or on behalf of CHP by wire transfer of immediately available
funds  to  an account designated by HLP (the number for which account shall have
been  furnished  to  CHP at least five Business Days prior to the "First Closing
                                                                   -------------
Date",  the  "Second  Closing  Date"  or  any "Subsequent Closing Date" (in each
----          ---------------------            -----------------------
instance,  as  hereinafter  defined)).

                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     2.1     Representations  and  Warranties of HT and HLP.  HT and HLP jointly
             ----------------------------------------------
and  severally  represent  and  warrant to CHP, as of the date hereof, the First
Closing  Date,  the  Second  Closing  Date  and each Subsequent Closing Date, as
follows:

          (a)     Organization,  Standing  and  Power.
                  -----------------------------------

               (i)     HT  is  a  real  estate  investment trust duly organized,
validly  existing  and in good standing under the laws of the State of Maryland.
HLP  is  a  limited  partnership  duly  organized,  validly existing and in good
standing  under  the  laws of the Commonwealth of Virginia.  Each Subsidiary (as
defined  below)  is a corporation, limited liability company or partnership duly
incorporated,  organized  or  formed (as the case may be), validly existing and,
where applicable, in good standing under the laws of its state of incorporation,
organization  or  formation.  Each  of  HT,  HLP  and  each  Subsidiary  has all
requisite power and authority to own, lease and operate its assets, and to carry
on  its  business  as  now  being  conducted,  and is duly qualified and in good
standing  to  do  business  in  each  jurisdiction  in  which the business it is
conducting,  or the ownership of its assets, makes such qualification necessary,
other  than in such jurisdictions where the failure to so qualify would not have
a  Material Adverse Effect (as defined below).  On or before the date hereof, HT
shall  deliver  to  CHP  complete  and  correct copies, as in effect on the date
hereof,  of  HT's  Declaration  of  Trust  (the "HT Declaration of Trust"), HT's
                                                 -----------------------
Articles  Supplementary  to  the  HT  Declaration  of  Trust  (the  "Articles
                                                                     --------
Supplementary"),  HLP's certificate of limited partnership (the "HLP Certificate
------------                                                    ---------------
of  Limited  Partnership"),  HLP's  Amended  and  Restated  Agreement of Limited
------------------------
Partnership  (the  "HLP  Partnership  Agreement"), HT's bylaws, and charters and
                    ---------------------------
bylaws  and  other organizational documents of each Subsidiary.  Each Subsidiary
and each respective jurisdiction of incorporation or organization are identified
on  Schedule  2.1(a))  of  the disclosure schedule delivered by HT to CHP on the
date that is at least five Business Days prior to the date hereof (the "Delivery
                                                                        --------
Date"),  and  made  a  part  hereof by reference (the "HT Disclosure Schedule").
----                                                   ----------------------
Schedule 2.1(a) of the HT Disclosure Schedule sets forth (a) each Subsidiary and
its  owners  and  their respective ownership interests in such Subsidiary; (b) a
list  of  each  jurisdiction  in  which  HT, HLP or a Subsidiary is qualified or
licensed  to  do business and each assumed name under which any of them conducts
business  in  any  jurisdiction and (c) any other corporation or other entity of
which  HT or HLP, directly or indirectly, owns or holds the right to acquire any
capital  stock  or  other  ownership  interest.

               (ii)     As  used  in  this  Agreement, "Material Adverse Effect"
                                                        -----------------------
means, when used in connection with HT, HLP or any Subsidiary, any change, event
or  effect,  whether  or  not  foreseeable or known as of the date hereof, that,
individually  or  in  the aggregate with any such other change, event or effect,
is,  or  could reasonably be expected to have a materially

                                                                               3
<PAGE>
adverse  effect  on the (A) business, (B) assets, (C) liabilities, (D) financial
condition,  or  (E)  results  of  operations  (including,  but  not  limited to,
operating  income  and  cash  flow)  of  HT, HLP and all Subsidiaries taken as a
whole.

               (iii)     As used in this Agreement, the word "Subsidiary" means,
                                                              ----------
with  respect  to  HT,  HLP  or  any  subsidiary  of HT or HLP, any corporation,
partnership,  trust,  limited  liability  company or other legal entity, whether
incorporated  or  unincorporated, of which:  (A) HT, HLP or any other subsidiary
of  HT or HLP is a general partner; (B) at least a majority of the securities or
other  interests having by their terms ordinary voting power to elect a majority
of  the  Board  of Directors, Board of Trustees or other similar governing body,
directly  or  indirectly,  are  owned  or  controlled  by  HT  or  HLP or by any
subsidiary  of  HT  or  HLP;  or  (C)  at  least 25% of the equity interests are
beneficially  owned,  directly or indirectly, by HT or HLP and/or any subsidiary
of HT or HLP (but excluding the limited partnership formed pursuant to the Joint
Venture  Agreement  and  its  Subsidiaries).

          (b)     Capital  Structure.
                  ------------------

               (i)     As  of  the date hereof, the authorized capital shares of
HT  consisted of (A) 100,000,000 common shares of beneficial interest, par value
$.01  per  share,  of  which  50,000,000  shares are designated Priority Class A
Common  Shares  ("Class A Shares") and of which 50,000,000 shares are designated
                  --------------
Class  B  Common Shares ("Class B Shares", and together with Class A Shares, the
                          --------------
"HT  Common Stock"), and (B) 10,000,000 preferred shares of beneficial interest,
 ----------------
par  value  $.01  per  share the ("HT Preferred Stock"), of which 350,000 shares
                                   ------------------
have been designated as Series A Preferred Shares, par value $.01 per share (the
"Series  A Preferred Shares").  As of the date hereof, (1) no Series A Preferred
 --------------------------
Shares  are issued and outstanding and no other shares of HT Preferred Stock are
issued and outstanding; (2) 2,576,101 Class A Shares are issued and outstanding;
(3) no Class B Shares are issued and outstanding; (4) 650,000 Class B Shares are
subject  to  issuance  pursuant  to  HT's Option Plan (the "HT Option Plan"), of
                                                            --------------
which  options  to  purchase 534,000 Class B shares have been issued pursuant to
which  no  Class B Shares were issued; (5) 200,000 Class B Shares are subject to
issuance  pursuant  to  HT's  Board  of  Trustees' Plan to provide incentives to
attract  and  retain  independent trustees (the "HT Trustees Plan"), pursuant to
                                                 ----------------
which  no Class B Shares are issued; (6) 5,099,722 Class B Shares are subject to
issuance,  and  are  also  reserved  for  issuance, upon the exchange of limited
partner  interests  in  HLP  (the  "HLP Ordinary Units"); (7) no Voting Debt (as
                                    ------------------
defined  below)  is  issued and outstanding by HT, HLP or any Subsidiary and (8)
12,000,000  shares  of HT Common Stock are reserved for issuance upon conversion
of  the  Series  A  Preferred  Shares  and  the Preferred Units.  HT is the sole
general  partner of HLP and holds 36.1% of the partnership interests in HLP.  As
of  the  date hereof, (x) 5,099,722 HLP Ordinary Units, constituting an interest
of  100%,  are  validly  issued  and  outstanding, and not subject to preemptive
rights,  (y)  no  Preferred Units are issued and outstanding and (z) no other HT
Common  Stock  or  securities  convertible into or granting its holder rights to
acquire  HT  Common  Stock  (the  "HT  Common Stock Equivalents") are issued and
                                   ----------------------------
outstanding.  Subject  to  the  limitations  contained  in  the  HLP Partnership
Agreement and the HT Declaration of Trust, each HLP Ordinary Unit is immediately
exchangeable for cash or one Class A Share or one Class B Share, as the case may
be,  pursuant to the terms of the HLP Partnership Agreement.  Schedule 2.1(b) of
the  HT Disclosure Schedule sets forth the name and number of HLP Ordinary Units
and  the  percentage  interest  of  each partner in HLP.  The term "Voting Debt"
                                                                    -----------
means  bonds,  debentures,  notes or other indebtedness


                                                                               4
<PAGE>
having  the  right  to  vote (or convertible into securities having the right to
vote)  on  any  matters  on  which holders of equity interests in HT, HLP or any
Subsidiary,  as  applicable,  may  vote.

               (ii)     All  outstanding  shares  of  HT  Common  Stock  and the
outstanding HLP Ordinary Units are validly issued, fully paid and non-assessable
and  are  not  subject  to  preemptive  rights.  Except as set forth on Schedule
2.1(b)  of  the  HT Disclosure Schedule, all outstanding equity interests of HT,
HLP and each Subsidiary that are owned by HT, HLP or any Subsidiary are free and
clear  of  all  liens,  pledges,  charges,  claims,  mortgages,  deeds of trust,
security  interests, restrictions, rights of first refusal, defects in title, or
other  burdens, options or encumbrances of any kind ("Encumbrances"), other than
                                                      ------------
restrictions  on  transfer under Federal and state securities laws and statutory
liens  for taxes not yet due.  Set forth on Schedule 2.1(b) of the HT Disclosure
Schedule  is  a  true  and complete list of the following:  (A) each outstanding
qualified  or  non-qualified  option to purchase HT Common Stock or HLP Ordinary
Units  granted  under the HT Option Plan, the HT Trustees Plan or otherwise, the
name of each holder of each such option and the exercise price and the number of
shares  or  HLP Ordinary Units subject to each such option; (B) each grant of HT
Common  Stock or HLP Ordinary Units to employees which is subject to any risk of
forfeiture,  the  name  of  each holder of such restricted stock or HLP Ordinary
Units and the number of shares or HLP Ordinary Units of such restricted stock or
HLP  Ordinary  Units  held by each holder; (C) any obligations of HT to issue HT
Common  Stock  except  pursuant to this Agreement, and any obligations of HLP to
issue  HLP  Ordinary  Units,  in  each  case  as  a  result  of the transactions
contemplated  hereby  and the total thereof; and (D) each loan made by HT or HLP
with  respect  to  the purchase of HT Common Stock or HLP Ordinary Units, as the
case  may  be, and the recipient, amount and principal terms thereof.  Except as
set  forth  in  this  Section  2.1(b) or on Schedule 2.1(b) of the HT Disclosure
Schedule,  there  are  issued  and outstanding or reserved for issuance:  (x) no
shares  of  stock,  limited  partnership  interests, Voting Debt or other voting
securities  of  HT,  HLP  or any Subsidiary; (y) no securities of HT, HLP or any
Subsidiary  or  securities  or  assets  of  any other entity convertible into or
exchangeable  for shares of stock, limited partnership interests, Voting Debt or
other  voting  securities  of  HT,  HLP  or  any Subsidiary; and (z) no options,
warrants, calls, rights (including preemptive rights), commitments or agreements
to  which  HT,  HLP  or any Subsidiary is a party or by which it is bound in any
case  obligating  HT,  HLP  or any Subsidiary to issue, deliver, sell, purchase,
redeem  or  acquire, or cause to be issued, delivered, sold, purchased, redeemed
or  acquired,  additional  shares of stock, limited partnership interests or any
Voting  Debt  or  other  voting  securities  of  HT,  HLP  or any Subsidiary, or
obligating  HT,  HLP  or  any Subsidiary to grant, extend or enter into any such
option,  warrant,  call, right, commitment or agreement.  Except as set forth on
Schedule  2.1(b)  of  the  HT  Disclosure Schedule, there are not as of the date
hereof,  except  as contemplated herein or in any other documents to be executed
by  HT,  HLP  or  any  applicable  Subsidiary  and  CHP  in  connection with the
consummation  of  the transactions contemplated in this Agreement (collectively,
"Transaction  Documents"), and there will not be on any of the Closing Dates (as
 ----------------------
defined  herein),  any stockholder agreements, voting trusts or other agreements
or  understandings  to which HT, HLP or any Subsidiary is a party or by which it
is  bound  (i)  granting  to  any  person, preemptive rights on any shares of HT
Preferred  Stock, HT Common Stock or HLP Ordinary Units, or (ii) relating to the
voting  of any equity securities of HT, HLP or any Subsidiary that limits in any
way  the  solicitation  of proxies or consents from, or the casting of votes by,
the  shareholders,  partners  or  equity  owners  of  HT, HLP or any Subsidiary.
Except  as set forth on Schedule 2.1(b) of


                                                                               5
<PAGE>
the  HT  Disclosure Schedule, there are no restrictions on HT's or HLP's ability
to  vote the equity interests of any Subsidiary. Except as set forth on Schedule
2.1(b)  of  the  HT  Disclosure  Schedule,  all  dividends  or  distributions on
securities  of HT or HLP that have been declared or authorized prior to the date
hereof  have been paid in full. Except as set forth on Schedule 2.1(b) of the HT
Disclosure  Schedule  or in the HT SEC Documents, there is no restriction on the
ability  of  HLP or any Subsidiary to distribute cash to their respective parent
companies.

          (c)     Authority;  No  Violations;  Consents  and  Approvals.
                  -----------------------------------------------------

               (i)     Each  of  HT,  HLP  and each Subsidiary has all requisite
power  and  authority to enter into this Agreement and the Transaction Documents
to  which  it is a party, and to consummate the transactions contemplated hereby
and  thereby.  The  execution and delivery of this Agreement and the Transaction
Documents  to  which  HT,  HLP  and  each Subsidiary is a party, if any, and the
consummation  of  the transactions contemplated hereby or thereby have been duly
authorized  by  all  necessary action on the part of the governing bodies of HT,
HLP  and  such  Subsidiary,  as  applicable.  This Agreement and the Transaction
Documents  to which HT, HLP or any Subsidiary is a party have been duly executed
and delivered by HT, HLP or such Subsidiary and, assuming this Agreement and the
Transaction  Documents  to which CHP is a party constitute the valid and binding
obligations of CHP, constitute valid and binding obligations of HT, HLP and such
Subsidiary,  are  enforceable  in  accordance  with  their terms, subject, as to
enforceability,  to bankruptcy, insolvency, reorganization, moratorium and other
laws  of general applicability relating to or affecting creditors' rights and to
general  principles  of  equity  (regardless  of  whether such enforceability is
considered  in  a  proceeding  in  equity  or  at  law).

               (ii)     Except  as  set  forth  on  Schedule  2.1(c)  of  the HT
Disclosure  Schedule,  the  execution  and  delivery  of  this Agreement and the
Transaction  Documents by HT, HLP and any Subsidiary, if applicable, do not, and
the  consummation  of  the  transactions  contemplated  hereby  or  thereby, and
compliance  with  the  provisions hereof or thereof, will not, conflict with, or
result in any violation of, or default (with or without notice or lapse of time,
or  both),  under,  or  give  rise  to  a  right of termination, cancellation or
acceleration  of  any  material  obligation or to the loss of a material benefit
under,  or  give rise to a right of purchase under, or result in the creation of
any  Encumbrance  upon  any  of  the  properties  or  assets  of  HT, HLP or any
Subsidiary  or  require the consent or approval of any third party, or otherwise
result in a material detriment to HT, HLP or any Subsidiary, under any provision
of  (A) the HT Declaration of Trust, HT's bylaws, the HLP Partnership Agreement,
the  HLP  Certificate  of Limited Partnership or any provision of the comparable
charter  or  organizational  documents of any Subsidiary, (B) any loan or credit
agreement, note, bond, mortgage or indenture (or guarantee of same) entered into
by HT, HLP or any Subsidiary and secured by a lien on any hotel owned by HT, HLP
or  any  such  Subsidiary,  (C)  any other loan or credit agreement, note, bond,
mortgage,  indenture,  lease or other agreement, instrument, permit, concession,
franchise or license applicable to HT, HLP or any Subsidiary or their respective
properties  or  assets,  or any guarantee by HT, HLP or any Subsidiary of any of
the  foregoing,  (D)  any  joint  venture  or other ownership arrangement or (E)
assuming  the  consents,  approvals,  authorizations  or  permits and filings or
notifications referred to in Section 2.1(c)(iii) are duly and timely obtained or
made,  any  judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to HT, HLP or any Subsidiary or any of their respective properties or
assets, other than, in the case of clauses (C), (D) and (E), any such conflicts,
violations,  defaults,  rights, Encumbrances or detriments that, individually or
in


                                                                               6
<PAGE>
the aggregate, (1) have not had, and could not reasonably be expected to have, a
Material  Adverse  Effect, or (2) would not, or could not reasonably be expected
to,  materially  impair  the ability of HT, HLP or any Subsidiary to perform its
obligations  hereunder  or  under  any  Transaction  Document  or  prevent  the
consummation  of  any  of  the  transactions  contemplated  hereby  or  thereby.

               (iii)     Except  as  set  forth  on  Schedule  2.1(c)  of the HT
Disclosure  Schedule,  no  consent,  approval,  order  or  authorization  of, or
registration,  declaration  or  filing  with,  or  permit  from  any  court,
governmental,  regulatory  or  administrative  agency  or  commission  or  other
governmental  authority  or  instrumentality,  domestic  (federal,  state  or
municipal)  or foreign (a "Governmental Entity"), is required by or with respect
                           -------------------
to  HT,  HLP  or any Subsidiary in connection with the execution and delivery of
this  Agreement  or  any  of  the  Transaction Documents to which HT, HLP or any
Subsidiary  is  a  party,  if  any,  by  HT,  HLP  or  such  Subsidiary,  or the
consummation  by  HT,  HLP  or  any  Subsidiary of the transactions contemplated
hereby  or thereby, except for:  (A) the filing with the Securities and Exchange
Commission  (the "SEC") of such reports under Section 13(a) or Section 16 of the
                  ---
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other
                                                  ------------
compliance  with  the  Exchange  Act  or Securities Act of 1933, as amended (the
"Securities  Act"), and the rules and regulations thereunder, as may be required
 ---------------
in  connection  with  this Agreement or any of the Transaction Documents and the
transactions  contemplated  hereby  or  thereby;  (B) any filings required under
state  securities laws; (C) such filings and approvals as may be required by any
applicable  state  takeover  laws,  or  environmental  laws;  (D) the filing, if
applicable,  of  a  pre-merger  notification  and  report by HT or HLP under the
Hart-Scott-Rodino  Antitrust  Improvements  Act  of  1976,  as amended (the "HSR
                                                                             ---
Act"),  and  the  expiration  or  termination  of  the applicable waiting period
---
thereunder;  and  (E) approval of the listing application for the Class A Shares
into which the Series A Preferred Shares and the Preferred Units are convertible
and  the  Series  A  Preferred  Shares  into  which  the  Preferred  Units  are
exchangeable  to  be  issued  hereunder,  by  the  American  Stock  Exchange.

          (d)     SEC  Documents.  HT  has  made  available  to  CHP  a true and
                  --------------
complete  copy  of  each report, schedule, registration statement and definitive
proxy  statement  filed by HT with the SEC since January 1, 1999 and prior to or
on  the date hereof (the "HT SEC Documents"), which are all the documents (other
                          ----------------
than  preliminary  material)  that  HT was required to file with the SEC between
January  1,  1999 and the date hereof.  As of their respective dates, the HT SEC
Documents  complied  in  all  material  respects  with  the  requirements of the
Securities  Act  and  the  Exchange  Act,  as the case may be, and the rules and
regulations  of  the  SEC  promulgated  thereunder  applicable  to  such  HT SEC
Documents,  and none of the HT SEC Documents contained any untrue statement of a
material  fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading.  HT has no outstanding and unresolved
comments  from  the  SEC  with  respect  to  any  of  the HT SEC Documents.  The
consolidated  financial  statements  of  HT  included  in  the  HT SEC Documents
complied  as  to  form  in  all  material  respects with the published rules and
regulations  of  the  SEC with respect thereto, were prepared in accordance with
generally  accepted accounting principles ("GAAP") applied on a consistent basis
                                            ----
during  the  periods involved and fairly presented in accordance with applicable
requirements  of  GAAP  (subject,  in  the  case of the unaudited statements, to
normal,  recurring  adjustments,  none  of  which are material) the consolidated
financial  position  of  HT,


                                                                               7
<PAGE>
HLP  and  their  consolidated  Subsidiaries as of their respective dates and the
consolidated  statements  of  income  and  the consolidated cash flows of HT and
their  consolidated  Subsidiaries  for  the periods presented therein. Except as
disclosed  in  the  HT  SEC  Documents, there are no agreements, arrangements or
understandings  between  HT,  HLP  or any Subsidiary and any party who is at the
date  hereof  or  was at any time prior to the date hereof (but after January 1,
1999)  an  Affiliate  (as hereinafter defined) of HT, HLP or any Subsidiary that
are  required  to be disclosed in the HT SEC Documents. The books of account and
other  financial  records  of  HT are true, complete and correct in all material
respects  and are accurately reflected in all material respects in the financial
statements  included  in  the  HT  SEC  Documents.  As  used  in this Agreement,
"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 executive officers of
HT,  HLP  and any Subsidiary, 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  HT, HLP or any
Subsidiary, 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 HT,
HLP  or  any  Subsidiary.

     For purposes of this definition and this Agreement, the term "control" (and
                                                                   -------
correlative  terms)  means the possession, directly or indirectly, of the power,
whether  by  contract,  equity  ownership  or  otherwise, to direct or cause the
direction of the policies or management of a Person.  As used in this Agreement,
"Person"  means  an  individual,  corporation,  partnership,  limited  liability
 ------
company,  association,  trust,  unincorporated  organization  or  other  entity.

          (e)     FCPA; Questionable Payments.  Neither HT, HLP, any Subsidiary,
                  ---------------------------
nor any of their respective current or former shareholders, partners, directors,
trustees,  officers,  employees, agents or other persons acting on behalf of HT,
HLP  or  any  Subsidiary,  has  on  behalf  of  HT,  HLP or any Subsidiary or in
connection with HT's, HLP's or any Subsidiary's respective businesses:  (a) used
any  corporate  funds  for unlawful contributions, gifts, entertainment or other
unlawful  expenses  relating  to  political  activity,  (b)  made  any direct or
indirect  unlawful payments to any foreign or domestic governmental officials or
employees  from  corporate  funds, (c) established or maintained any unlawful or
unrecorded  fund  of  corporate  monies  or  other assets, (d) made any false or
fictitious  entries  on  the books and records of HT, HLP or any Subsidiary, (e)
made  any  unlawful  bribe, rebate, payoff, influence payment, kickback or other
unlawful  payment  of  any  nature,  or  (f)  to the Knowledge of HT, HLP or any
Subsidiary, violated any provision of the Foreign Corrupt Practices Act of 1977,
as  amended.

          (f)     Absence  of Certain Changes or Events.  Except as disclosed on
                  -------------------------------------
Schedule 2.1(f) of the HT Disclosure Schedule or as disclosed in or reflected in
the  HT SEC Documents, and except as contemplated by this Agreement, HT, HLP and
each  Subsidiary  has  conducted  their respective businesses since December 31,
2002,  the  date of the most recent audited financial statements included in the
HT  SEC Documents (the "Balance Sheet Date"), in the ordinary course, consistent
                        ------------------
with  past  practices.  Without  limiting the generality of the foregoing, since
the  Balance  Sheet  Date,  except  as  disclosed  on  Schedule 2.1(f) of the HT
Disclosure  Schedule  or  in  the  HT  SEC  Documents,  there  has  not  been:


                                                                               8
<PAGE>
               (i)     any  event,  occurrence,  development  or  state  of
circumstances or facts which, individually or in the aggregate, has had or would
reasonably  be  expected  to  have  a  Material Adverse Effect, other than those
occurring  as  a  result  of  general  economic  or  financial  conditions;

               (ii)     any  (i)  authorization, declaration, payment or setting
aside  of  any  dividend  or  other distribution in respect of any of its equity
interests,  capital  stock, partnership interests or other securities of HT, HLP
or  any  Subsidiary thereof, (ii) split, combination, division, distribution, or
reclassification  any of HT, HLP or any Subsidiary's equity securities, or (iii)
redemption,  purchase,  or  other  acquisition  any  of  their respective equity
securities.

               (iii)     any  (a)  incurrence of indebtedness for borrowed money
(except  (A) to finance any transactions or other expenditures permitted by this
Agreement  and  regular  borrowings under credit facilities made in the ordinary
course  of HT's cash management practices, and (B) refinancings of existing debt
or  guarantees  of  any  such  indebtedness,  or  issuance  or  sale of any debt
securities  or  warrants  or rights to acquire any debt securities of HT, HLP or
any  Subsidiary  or guarantees of any debt securities of others, (b) creation of
any  mortgages,  liens,  security interests or similar other Encumbrances on the
property  of  HT,  HLP  or  any  Subsidiary  in connection with any indebtedness
thereof;  (c) assumption, guarantee, endorsement, or other consent to assumption
of  liability  or  responsibility (whether directly, contingently, or otherwise)
for  the  obligations  of any other Person; or (d) making of loans, advances, or
capital contributions to, or investments in, any Person other than a Subsidiary;

               (iv)     any  mortgage,  pledge,  or Encumbrance of any assets of
HT,  HLP  or  any  Subsidiary having a fair market value, individually or in the
aggregate,  in  excess  of  $250,000;

               (v)     any  acquisition,  disposition  or similar transaction by
HT,  HLP  or  any  Subsidiary  involving  any  material  assets,  properties  or
liabilities  having  a  fair  market value, individually or in the aggregate, in
excess  of  $250,000,  whether by merger, purchase or sale of stock, purchase or
sale  of  assets  or  otherwise;

               (vi)     any  damage, destruction or other casualty loss (whether
or  not  covered  by  insurance)  resulting  in  any  Material  Adverse  Effect;

               (vii)     any (i) making or rescission of any material express or
deemed election relating to Taxes (as defined herein) (except as required by law
or  necessary  to  preserve HT's status as a REIT or the status of any of HLP or
any  Subsidiary  as a partnership or a disregarded entity for federal income Tax
purposes  or  as a qualified REIT subsidiary under Section 856(i) of the Code or
as  a taxable REIT subsidiary under Section 856(l) of the Code), (ii) settlement
or  compromise  of  any  material  claim,  action, suit, litigation, proceeding,
arbitration,  investigation,  audit or controversy relating to Taxes, except any
settlements or compromises relating to contests or protests relating to property
Tax valuations undertaken by HT, HLP or any Subsidiary in the ordinary course of
business,  or  (iii)  change  in  any  material  respect  any  of its methods of
reporting  income  or  deductions  for  Federal  income  Tax purposes from those
employed  in  the  preparation  of its federal income Tax returns that have been
filed  for  prior


                                                                               9
<PAGE>
taxable years, except as may be required by applicable law or except for changes
that  will  not  materially  and  adversely  affect  HT,  HLP or any Subsidiary;

               (viii)     any  (i) grant of any increase in the compensation of,
or  payment of any bonus (other than regularly scheduled bonuses as set forth on
Schedule  2.1(f)  of  the HT Disclosure Schedule) or noncompetition payments to,
any of its directors, trustees, officers or employees; (ii) payment or agreement
to  pay  to any director, trustee, officer or employee, whether past or present,
any  pension,  retirement  or other employee benefit; (iii) new, or amendment of
any  existing,  employment  or  severance  or  termination  agreement  with  any
director,  trustee,  officer  or  employee,  either individually or as part of a
class  of  similarly  situated  Persons;  (iv)  establishment,  adoption  or any
amendment  of any existing, (A) "employee benefit plan," as such term is defined
in section 3(3) of ERISA (including, but not limited to, employee benefit plans,
such  as  foreign  plans, which are not subject to the provisions of ERISA), (B)
personnel  policy,  stock  option  plan, stock purchase plan, stock appreciation
rights,  phantom  stock  plan,  collective  bargaining  agreement, bonus plan or
arrangement, incentive award plan or arrangement, vacation policy, severance pay
plan,  policy  or  agreement,  deferred  compensation  agreement or arrangement,
executive compensation or supplemental income arrangement, consulting agreement,
employment  agreement  or  other  employee benefit plan, agreement, arrangement,
program,  practice  or  understanding or (C) collective bargaining agreement; or
(v)  any  resignation,  termination  or  removal  of  any  executive officers or
employees  listed  on  Schedule 2.1(f) of the HT Disclosure Schedule, or loss of
significant  personnel  of  HT,  HLP or any Subsidiary or material change in the
terms  and  conditions  of  the  employment  of  any  such  executive officer or
employee;

               (ix)     any  labor  dispute,  other  than  routine  individual
grievances,  or  any  activity  or proceeding by a labor union or representative
thereof  to organize any employees of HT, HLP or any Subsidiary, which employees
were not subject to a collective bargaining agreement at the Balance Sheet Date,
or  any  lockouts,  strikes,  slowdowns, work stoppages or threats thereof by or
with  respect  to  any  employees  of  HT,  HLP  or  any  Subsidiary;  or

               (x)     any other transaction or commitment made, or any contract
or agreement entered into, by HT, HLP or any Subsidiary or any relinquishment by
HT,  HLP  or  any  Subsidiary  of  any  contract or other right, in either case,
material  to  HT, HLP or any Subsidiary, other than transactions and commitments
in  the  ordinary  course  of  business consistent with past practices and those
contemplated  by  this  Agreement  or  the  Transaction  Documents.

          (g)     No  Undisclosed  Liabilities.  Except as set forth on Schedule
                  ----------------------------
2.1(g)  of  the  HT Disclosure Schedule or in the HT SEC Documents, there are no
liabilities  of  HT,  HLP  or  any  Subsidiary  of  any kind whatsoever, whether
accrued,  contingent,  absolute,  determined  or  otherwise,  other  than:  (i)
liabilities  adequately  provided  for  on  the  balance sheet of HT dated as of
December  31, 2002 (including the notes thereto) contained in HT's Annual Report
on  Form  10-K  for  the  fiscal  year ended December 31, 2002; (ii) liabilities
incurred  in  the  ordinary  course  of business subsequent to December 31, 2002
which  have  not  had  and  could  not reasonably be expected to have a Material
Adverse Effect; and (iii) liabilities incurred under this Agreement.  Except for
leases  for  personal  or  real  property entered into in the ordinary course of
business,  and except for instruments, arrangements or agreements referred to in
this  Agreement or disclosed in the HT Disclosure Schedules, neither HT, HLP nor
any  Subsidiary  has  issued  any


                                                                              10
<PAGE>
instruments,  entered  into  any  agreements,  commitments  or  arrangements  or
incurred any obligations that could reasonably be expected to have the effect of
providing  HT with "off balance sheet" financing, including, without limitation,
any  sale-leaseback  arrangements, "synthetic leases", shared trust arrangements
and  "off  balance  sheet  debt".

          (h)     No  Default.  Except as set forth on Schedule 2.1(h) of the HT
                  -----------
Disclosure  Schedule,  neither  HT,  HLP  nor  any  Subsidiary  is in default or
violation  (and no event has occurred which, with notice or the lapse of time or
both,  would  constitute  a  default  or  violation)  of  any term, condition or
provision of (i) the HT Declaration of Trust or HT's bylaws, the HLP Certificate
of  Limited  Partnership  or  the  HLP  Partnership Agreement, or the comparable
charter  or  organizational documents of any Subsidiary, (ii) any loan or credit
agreement,  note,  bond,  mortgage,  indenture,  lease  or  other  agreement,
instrument,  permit,  concession,  franchise  or license to which HT, HLP or any
Subsidiary  is now a party or by which HT, HLP or any Subsidiary or any of their
respective  properties  or assets is bound or (iii) any order, writ, injunction,
decree,  statute,  rule  or  regulation applicable to HT, HLP or any Subsidiary,
except  in  the  case  of (ii) and (iii) for defaults or violations which in the
aggregate  have  not had and could not reasonably be expected to have a Material
Adverse  Effect.

               (i)     Compliance  with  Applicable  Laws.  HT,  HLP  and  each
                       ----------------------------------
Subsidiary  holds  all permits, licenses, authorizations, memberships, consents,
certificates,  registrations,  qualifications,  variances,  exemptions,  orders,
franchises,  approvals  or  other  rights  and  privileges  of  all Governmental
Entities necessary for the lawful conduct of each of their respective businesses
(the  "HT  Permits"), except where the failure so to hold has not had, and could
       -----------
not reasonably be expected to have, a Material Adverse Effect.  HT, HLP and each
Subsidiary  is  in  compliance in all material respects with the terms of the HT
Permits.  Except  as  disclosed  in  the HT Disclosure Schedule or in the HT SEC
Documents, the businesses of HT, HLP and each Subsidiary are not being conducted
in violation of any law, ordinance or regulation of any Governmental Entity.  No
investigation  or  review by any Governmental Entity with respect to HT, HLP and
each  Subsidiary is pending or, to the Knowledge (as hereinafter defined) of HT,
is  threatened.  As used in this Agreement, "Knowledge" means, with respect to a
                                             ---------
specified  party  hereto, the actual knowledge of such party (including, but not
limited  to,  (i)  with  respect  to  HT,  HLP  and  each Subsidiary, the actual
knowledge  of  the officers, trustees and employees set forth on Schedule 2.1(i)
of  the  HT Disclosure Schedule and the knowledge that they would have had after
due inquiry and investigation and (ii) with respect to CHP, the actual knowledge
of  the  officers  and  employees  listed  on  CHP's "List of CHP's Officers and
                                                      --------------------------
Employees,"  attached  hereto  as  Exhibit J and the knowledge that such persons
---------
would  have  after  due  inquiry  and  investigation.

     (j)     HT  Litigation.  As  of the date hereof, except as disclosed in the
             --------------
HT  SEC  Documents or on Schedule 2.1(j) of the HT Disclosure Schedule, there is
no  suit,  action  or proceeding pending, or, to the Knowledge of HT, HLP or any
Subsidiary,  threatened  against  HT,  HLP  or any Subsidiary seeking damages in
excess  of $50,000 ("HT Litigation"), and neither HT, HLP nor any Subsidiary has
                     -------------
any  Knowledge  of  any facts that are likely to give rise to any HT Litigation,
nor is there any judgment, decree, injunction, rule or order of any Governmental
Entity  or  arbitrator  outstanding  against  HT,  HLP or any Subsidiary (an "HT
                                                                              --
Order").  Schedule 2.1(j) of the HT Disclosure Schedule contains an accurate and
-----
complete  list  of  all HT Litigation pending or, to the Knowledge of HT, HLP or
any  Subsidiary,  threatened  against  HT, HLP or any


                                                                              11
<PAGE>
Subsidiary.  Except  as  set  forth  on  Schedule  2.1(j)  of  the HT Disclosure
Schedule,  there is no action, suit, proceeding or investigation that HT, HLP or
any  Subsidiary  currently  intends  to  initiate  by  filing a complaint with a
Governmental Entity. Except as set forth on Schedule 2.1(j) of the HT Disclosure
Schedule,  there  are  no actions, charges, indictments or investigations of the
trustees,  officers,  employees  or agents of HT, HLP or any Subsidiary, whether
pending  or,  to  the  Knowledge of HT, HLP or any Subsidiary, threatened, which
involves  allegations  of  criminal  violation  of  any  Federal, state or local
statute,  law  or  ordinance,  in  each  case acting on behalf of HT, HLP or any
Subsidiary.

     (k)     Taxes.  Except as set forth on Schedule 2.1(k) of the HT Disclosure
             -----
Schedule  or  in  the  HT  SEC  Documents:

               (i)     Each of HT, HLP and each Subsidiary (A) has filed all Tax
returns  and  reports  required  to  be  filed by it (after giving effect to any
filing  extension  properly granted by a Governmental Entity having authority to
do  so),  and  all  such  returns  and  reports are accurate and complete in all
material  respects,  and  (B)  has paid (or HT has paid on its behalf) all Taxes
shown on such returns and reports as required to be paid by it.  The most recent
financial  statements  contained  in  the  HT  SEC Documents reflect an adequate
reserve  for  all  material Taxes payable by HT, HLP and each Subsidiary for all
taxable  periods  and  portions  thereof  through  the  date  of  such financial
statements.  HT,  HLP  and  each Subsidiary has established (and until the First
Closing  Date shall continue to establish and maintain) on its books and records
reserves that are adequate for the payment of all Taxes not yet due and payable,
all  as  required by GAAP.  Since January 1999, HT has incurred no liability for
Taxes  under  Sections  857(b),  860(c)  or  4981 of the Code, including without
limitation  any  Tax  arising from a prohibited transaction described in Section
857(b)(6)  of  the Code, and neither HT, HLP nor any Subsidiary has incurred any
material  liability for Taxes other than in the ordinary course of business.  No
material  deficiencies  for  any  Taxes have been proposed, asserted or assessed
against HT, HLP or any Subsidiary, including claims by any taxing authority in a
jurisdiction  where  HT,  HLP or any Subsidiary does not file Tax returns but in
which  any of them is or may be subject to taxation, and no requests for waivers
of  the  time  to  assess  any such Tax are pending.  As used in this Agreement,
"Taxes"  or  "Tax"  includes  all  federal,  state,  local  and  foreign income,
 -----        ---
property,  sales, use, franchise, employment, payroll, excise, environmental and
other  taxes,  assessments,  tariffs  or  governmental  charges  of  any  nature
whatsoever,  together  with penalties, interest or additions to Tax with respect
thereto.

               (ii)     HT  (A)  for  all taxable years commencing with the year
ended  December 31, 1999 through the date hereof has been subject to taxation as
a  real estate investment trust within the meaning of Section 856 of the Code (a
"REIT")  and  has  satisfied  all  requirements  to  qualify  as  a domestically
 ----
controlled (as defined in Section 897(h)(4)(B) of the Code) REIT for such years,
(B)  was  as  of  the  date hereof and will be as of the First Closing Date, the
Second  Closing  Date  and each Subsequent Closing Date (taking into account the
Preferred  Units  to be issued hereunder) domestically organized and operated in
conformity  with  the  requirements  for  qualification  and  taxation  as  a
domestically  controlled  REIT  and  (C)  no  challenge  to  HT's  status  as  a
domestically  controlled  REIT is pending or, to HT's, HLP's or any Subsidiary's
Knowledge, threatened.  Each Subsidiary which is a partnership, joint venture or
limited liability company has, since its formation been treated and continues to
be  treated  for


                                                                              12
<PAGE>
Federal  income  Tax  purposes  as (i) a partnership and not as a corporation or
(ii)  a  disregarded  entity.

               (iii)     All Taxes which HT, HLP, or any Subsidiary are required
by law to withhold or collect, including Taxes required to have been withheld in
connection  with  amounts paid or owing to any employee, independent contractor,
creditor,  stockholder  or  other  third party and sales, gross receipts and use
Taxes,  have  been  duly withheld or collected and, to the extent required, have
been  paid over to the proper Governmental Entities or are held in separate bank
accounts  for such purpose.  There are no Encumbrances for Taxes upon the assets
of  HT,  HLP or any Subsidiary except for statutory liens for Taxes not yet due.

               (iv)     The  Tax returns of HT, HLP, and each Subsidiary are not
being and have not been examined or audited by any taxing authority for any past
year  or  period.

               (v)     Neither  HT,  HLP,  nor  any  Subsidiary  (A) has filed a
consent under Section 341(f) of the Code concerning collapsible corporations, or
(B)  is  a  party  to  any  Tax  allocation  or  sharing  agreement.

               (vi)     Neither  HT,  HLP,  nor any Subsidiary has any liability
for  the  Taxes  of  any  Person  other  than  for themselves (A) under Treasury
Regulation Section 1.1502-6 (or any similar provision of state, local or foreign
law),  (B)  as  a  transferee  or  successor, (C) by contract, or (D) otherwise.

               (vii)     Neither  HT,  HLP,  nor  any  Subsidiary  had  made any
payments,  is obligated to make any payments, or is a party to an agreement that
could  obligate  any  of  them  to make any payments that will not be deductible
under  Section  280G  of  the  Code.

               (viii)     Neither  HT,  HLP, nor any Subsidiary has entered into
or  is  subject,  directly  or  indirectly,  to any "Tax Protection Agreements,"
                                                     -------------------------
except  as  disclosed in Schedule 2.1(k) of the HT Disclosure Schedule, true and
correct copies of which have been made available to CHP.  As used herein, a "Tax
                                                                             ---
Protection  Agreement"  is an agreement, oral or written, (A) that has as one of
---------------------
its  purposes to permit a Person or entity to take the position that such Person
or  entity  could  defer  federal  taxable income that otherwise might have been
recognized  upon  a  transfer of property to any Subsidiary that is treated as a
partnership  for  Federal  income  Tax  purposes,  and (B) that (i) prohibits or
restricts  in  any  manner  the  disposition  of  any assets of HT, HLP and each
Subsidiary (including, without limitation, requiring HT, HLP and each Subsidiary
to  indemnify  any  Person  for  any  Tax  liabilities  resulting  from any such
disposition),  (ii)  requires that HT, HLP or any Subsidiary maintain, or put in
place,  or  replace,  indebtedness,  whether or not secured by one or more of HT
Properties  (as  hereinafter  defined),  or  (iii)  requires that HT, HLP or any
Subsidiary  offer  to  any  Person  or  entity  at  any  time the opportunity to
guarantee  or  otherwise  assume,  directly  or indirectly, the risk of loss for
Federal income Tax purposes for indebtedness or other liabilities of HT, HLP and
each  Subsidiary.

     (l)     Pension  and  Benefit  Plans;  ERISA.
             ------------------------------------

     Except  as set forth on Schedule 2.1(l) of the HT Disclosure Schedule or in
the  HT  SEC  Documents:


                                                                              13
<PAGE>
               (i)     All  "employee  pension  benefit  plans,"  as  defined in
Section  3(2) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"),  maintained  by  HT,  HLP  or any Subsidiary or any trade or business
  -----
(whether or not incorporated) which is under common control, or which is treated
as  a single employer, with HT under Section 414(b), (c), (m) or (o) of the Code
("HT  ERISA  Affiliate")  or  to which HT, HLP or any Subsidiary or any HT ERISA
  --------------------
Affiliate  contributed or is obligated to contribute thereunder within six years
prior  to  the  date  hereof  (the "HT Pension Plans") intended to qualify under
                                    ----------------
Section  401  of  the  Code so qualify both in form and operation, and have been
determined  by the IRS to be qualified under Section 401 of the Code and, to the
Knowledge of HT nothing has occurred with respect to the operation of HT Pension
Plans  that could reasonably be expected to cause the loss of such qualification
or  the  imposition of any material liability, penalty or Tax under ERISA or the
Code.

               (ii)     No  HT  Pension  Plan  is  subject to Title IV of ERISA.

               (iii)     There is no material violation of ERISA with respect to
(A)  the filing of applicable reports, documents, and notices with the Secretary
of  Labor  and  the  Secretary  of  the Treasury regarding all "employee benefit
plans,"  as  defined  in  Section  3(3) of ERISA, HT Pension Plans and all other
material  employee  compensation  and benefit arrangements or payroll practices,
including,  without  limitation, severance pay, sick leave, vacation pay, salary
continuation  for  disability,  consulting  or  other  compensation  agreements,
retirement,  deferred  compensation,  bonus  (including, without limitation, any
retention  bonus  plan),  long-term  incentive,  stock  option,  stock purchase,
hospitalization,  medical  insurance,  life  insurance  and scholarship programs
maintained  by HT, HLP or any Subsidiary or with respect to which HT, HLP or any
Subsidiary has any liability (all such plans, other than HT Pension Plans, being
hereinafter  referred  to  as  the  "HT  Employee  Benefit  Plans")  or  (B) the
                                     ----------------------------
furnishing of such documents to the participants or beneficiaries of HT Employee
Benefit  Plans  or  HT  Pension  Plans.

               (iv)     Each  HT  Employee  Benefit  Plan  and  HT Pension Plan,
related  trust  (or  other  funding or financing arrangement) and all amendments
thereto  are  listed  on Schedule 2.1(l) of the HT Disclosure Schedule, true and
complete  copies  of  which  have  been  made available to CHP, as have the most
recent  summary plan descriptions, administrative service agreements, Form 5500s
and,  with  respect  to any HT Pension Plan intended to be qualified pursuant to
Section  401  of  the  Code,  a  current  determination  letter.

               (v)     HT  Employee Benefit Plans and HT Pension Plans have been
administered  and maintained, in all material respects, in accordance with their
terms  and  with  all  provisions of ERISA and the qualification requirements of
Section  401(a)  of  the  Code  (including rules and regulations thereunder) and
other  applicable  Federal and state law.  There is no liability for breaches of
fiduciary  duty  in  connection  with  HT  Employee Benefit Plans and HT Pension
Plans,  and  neither  HT  nor  any  Subsidiary  or  any  "party  in interest" or
"disqualified  person"  with respect to HT Employee Benefit Plans and HT Pension
Plans  has  engaged  in a "prohibited transaction" within the meaning of Section
4975  of  the  Code  or  Section  406  of  ERISA.

               (vi)     There  are  no  actions,  suits or claims pending (other
than  routine  claims  for  benefits)  or,  to  the  Knowledge of HT, HLP or any
Subsidiary, threatened against, or


                                                                              14
<PAGE>
with  respect  to, HT Employee Benefit Plans or HT Pension Plans or their assets
that  would  have  a  Material  Adverse  Effect.

               (vii)     Except  as  described  on  Schedule  2.1(l)  of  the HT
Disclosure  Schedule,  neither  the execution and delivery of this Agreement nor
the  consummation of the transactions contemplated hereby will (A) result in any
payment  (including  any  retention bonuses or noncompetition payments) becoming
due  to  any  employee  or  group of employees of HT, HLP or any Subsidiary; (B)
increase any benefits otherwise payable under any HT Employee Benefit Plan or HT
Pension  Plan;  or  (C)  result  in  the  acceleration of the time of payment or
vesting  of any such benefits.  Except as described on Schedule 2.1(l) of the HT
Disclosure  Schedule,  there  are  no  severance  agreements,  noncompetition
agreements  or  employment  agreements between HT, HLP or any Subsidiary and any
employee  of  HT,  HLP  or  any  Subsidiary.  True  and  complete  copies of all
severance  agreements  and employment agreements described on Schedule 2.1(l) of
the  HT  Disclosure  Schedule  have  been  provided  to  CHP.

               (viii)     Neither  HT, HLP nor any Subsidiary has any consulting
agreement  or  arrangement  with  any Person involving compensation in excess of
$200,000  except  as  are  terminable  upon  one  month's  notice  or  less.

               (ix)     Neither  HT,  HLP  nor  any  Subsidiary nor any HT ERISA
Affiliate  contributes  to,  or  has an obligation to contribute to, and has not
within  six  years  prior  to  the  Effective  Time  contributed  to,  or had an
obligation  to contribute to, a multiemployer plan within the meaning of Section
3(37)  of  ERISA.

               (x)     No  stock  or  other  security  issued  by HT, HLP or any
Subsidiary  forms or has formed a material part of the assets of any HT Employee
Benefit  Plan  or  HT  Pension  Plan.

               (xi)     HT,  HLP,  each  Subsidiary and each ERISA Affiliate has
complied with the requirements of Section 4980B of the Code and Parts 6 and 7 of
Subtitle  B of Title I of ERISA regarding health care coverage under HT Employee
Benefit  Plans.

               (xii)     No  amount  has been paid by HT, HLP, any Subsidiary or
any  of its ERISA Affiliates, and no amount is expected to be paid by HT, HLP or
any  of its ERISA Affiliates, which would be subject to the provisions of 162(m)
of  the Code such that all or a part of such payments would not be deductible by
the  payor.

               (xiii)     As  to  any  HT  Pension Plan intended to be qualified
pursuant  to Section 401(a) of the Code there has been no termination or partial
termination  of  the  plan  within the meaning of Section 411(d)(3) of the Code.

               (xiv)     No  act,  omission  or  transaction  has occurred which
would  result  in  the  imposition  on  HT,  HLP  or any Subsidiary of breach of
fiduciary  duty  liability  damages  pursuant  to  Section 409 of ERISA, a civil
penalty pursuant to Section 502 of ERISA or a Tax imposed pursuant to Chapter 43
of  Subtitle  D  of  the  Code.


                                                                              15
<PAGE>
               (xv)     To  the  Knowledge of HT, HLP, and each Subsidiary there
is  no matter pending with respect to any HT Pension Plan or HT Employee Benefit
Plan before the Internal Revenue Service, the Department of Labor or the Pension
Benefit  Guaranty  Corporation.

               (xvi)     Each  HT  Employee  Benefit  Plan  may  be unilaterally
amended  or  terminated  in  its entirety by HT, HLP, or each Subsidiary, as the
case may be, without liability except as to benefits accrued thereunder prior to
amendment  or  termination.

               (xvii)     No  Employee  Benefit Plan provides retiree medical or
retiree  life  insurance  benefits  to  any  Person  and neither HT, HLP nor any
Subsidiary  is  contractually or otherwise obligated (whether or not in writing)
to provide any Person with life insurance or medical benefits upon retirement or
termination of employment, other than as referenced by the provisions of Section
601  through  608  of  ERISA  and  Section  4980B  of  the  Code.

               (xviii)     In  connection  with  the  consummation  of  the
transaction  contemplated  by  this  Agreement, no payments have or will be made
which, in the aggregate, would result in the imposition of the sanctions imposed
under  Sections  280G  and  4999  of  the  Code.

          (m)     Labor and Employment Matters. Except as set forth on Schedule
                  -----------------------------
2.1(m)  of  the  HT  Disclosure  Schedule  or  in  the  HT  SEC  Documents:

               (i)     Neither  HT,  HLP  nor  any  Subsidiary is a party to any
collective  bargaining agreement or other current labor agreement with any labor
union  or  organization,  and  there is no current union representation question
involving  employees  of  HT,  HLP  or  any  Subsidiary, nor does HT, HLP or any
Subsidiary  have  any  Knowledge  of  any  activity  or  proceeding of any labor
organization  (or  representative  thereof) or employee group (or representative
thereof)  to  organize  any  such  employees.

               (ii)     There  is  no  unfair labor practice charge or grievance
arising  out  of  a collective bargaining agreement or other grievance procedure
pending,  or,  to the Knowledge of HT, HLP or any Subsidiary, threatened against
HT,  HLP  or  any  Subsidiary.

               (iii)     There  is  no  complaint,  lawsuit or proceeding in any
forum  by  or  on  behalf  of  any present or former employee, any applicant for
employment  or  any  classes  of the foregoing alleging breach of any express or
implied  contract  of  employment, any law or regulation governing employment or
the termination thereof or other discriminatory, wrongful or tortious conduct in
connection with the employment relationship pending, or, to the Knowledge of HT,
HLP  or  any  Subsidiary,  threatened  against  HT,  HLP  or  any  Subsidiary.

               (iv)     There  is  no strike, slowdown, work stoppage or lockout
pending,  or, to the Knowledge of HT, HLP or any Subsidiary, threatened, against
or  involving  HT,  HLP  or  any  Subsidiary.

               (v)     Each of HT, HLP and each Subsidiary has complied with all
legal obligations with respect to the employment authorization of its workforce,
including  without  limitation,  the  timely and accurate completion of the Form
I-9,  Employment  Eligibility  Verification  Form, for each of its United States
employees as well as the maintenance of


                                                                              16
<PAGE>
appropriate public access file documents for each employee classified as an H-1B
specialty occupation worker. Neither HT, HLP or any Subsidiary has any Knowledge
that  any  of  its  employees  may  not  lawfully  be  employed  by  it.

               (vi)     HT,  HLP  and  each Subsidiary is in material compliance
with  all  applicable laws respecting employment and employment practices, terms
and  conditions  of employment, wages, hours of work and occupational safety and
health.

               (vii)     There  is  no  proceeding,  claim,  suit,  action  or
governmental  investigation  pending  or,  to  the  Knowledge  of HT, HLP or any
Subsidiary,  threatened,  with  respect  to which any current or former trustee,
officer, employee or agent of HT, HLP or any Subsidiary is or may be entitled to
claim  indemnification  from  HT,  HLP  or  any  Subsidiary  pursuant  to the HT
Declaration  of  Trust, HT's bylaws, HLP Partnership Agreement, or any provision
of  a  comparable  charter  or organizational document of any Subsidiary, or any
indemnification agreement to which HT, HLP or any Subsidiary is a party or under
applicable  law.

          (n)   Intangible Property. HT, HLP and each Subsidiary owns or holds a
                --------------------
license  to  all  rights  necessary to use all  trademarks, service marks, trade
names,  patents,  copyrights,  computer  programs,  source  code,  object  code,
databases,  industrial designs, processes, formulae, know-how, and trade secrets
necessary  for  the  operation  of  the  businesses  of  each  of HT, HLP or any
Subsidiary  (collectively,  the  "HT  Intangible  Property"),  except  where the
                                  ------------------------
failure  to  possess or have adequate rights to use such properties has not had,
and could not reasonably be expected to have, a Material Adverse Effect.  All of
the  HT  Intangible  Property  is owned or licensed by HT, HLP or any Subsidiary
free  and clear of any and all Encumbrances, except those that have not had, and
could not reasonably be expected to have, a Material Adverse Effect, and neither
HT,  HLP  nor  any  Subsidiary  has  forfeited  or otherwise relinquished any HT
Intangible  Property  which  forfeiture  has  resulted,  or  could reasonably be
expected  to  result, in a Material Adverse Effect.  To the Knowledge of HT, HLP
or  any  Subsidiary,  the  use  of  HT  Intangible  Property  by  HT, HLP or any
Subsidiary  does  not conflict with, infringe upon, violate or interfere with or
constitute  an  appropriation  of  any  right,  title,  interest  or  goodwill,
including,  without  limitation,  any  intellectual  property  right, copyright,
trademark,  service  mark, trade name, patent or any pending application for any
of  the  foregoing,  any  computer  program, source code, object code, database,
industrial  design,  process,  formula,  know-how, or trade secret  of any other
Person,  and  there  have  been  no  claims  made,  and  neither HT, HLP nor any
Subsidiary  has  received any notice of any claim, and none of the HT Intangible
Property  is  invalid  or unenforceable or conflicts with the asserted rights of
any  other  Person  or  has not been used or enforced or has failed to have been
used  or enforced in a manner that would result in the abandonment, cancellation
or  unenforceability  of  any  of  HT  Intangible  Property, except for any such
conflict, infringement, violation, interference, claim, invalidity, abandonment,
cancellation  or  unenforceability  that has not had and could not reasonably be
expected  to  have  a  Material  Adverse  Effect.

     (o)     Environmental  Matters.  For  purposes  of  this  Agreement:
             ----------------------

          "Environmental  Laws"  means  all  federal,  state  and  local  laws
           -------------------
     (including the common law), rules, regulations, ordinances, orders (whether
     by  consent  or otherwise),


                                                                              17
<PAGE>
     decrees,  or  other  legal requirements, in effect at the time of the First
     Closing,  relating  to  or  concerning  human health, worker safety, or the
     environment (including, without limitation, ambient indoor and outdoor air,
     surface  water, wetlands, groundwater, surface and subsurface soil, natural
     resources,  and  wildlife).  For  example, "Environmental Laws" include all
                                                 ------------------
     laws,  regulations,  ordinances,  orders,  decrees  or  legal  requirements
     relating  to  the  Release  (as  defined  herein)  or threatened Release of
     Hazardous  Materials  (as  defined herein), to the manufacture, procession,
     distribution,  use,  treatment, storage, disposal, transport or handling of
     solid  waste,  hazardous  waste, pollutants, or Hazardous Materials, to the
     use,  maintenance  and closure of underground or aboveground storage tanks,
     to  the use, maintenance and closure of septic or sewage treatment systems,
     to  the presence of any potentially harmful indoor air contaminants such as
     radon,  toxic  mold, human pathogens, and other disease causing agents, and
     any  similar  laws,  rules,  regulations,  ordinances,  orders  and decrees
     wherever  the  applicable  party hereto owns or operates assets or conducts
     business;

          "Hazardous  Materials"  means (i) any petroleum or petroleum products,
           --------------------
     radioactive  materials  (including  radon  and  other  naturally  occurring
     radioactive  substances), asbestos, urea formaldehyde foam insulation, lead
     paint,  polychlorinated biphenyls, and transformers, light ballasts, and/or
     any  other equipment that might contain polychlorinated biphenyls, (ii) any
     chemicals,  materials  or substances which may be defined as or included in
     the definition of "solid waste," "hazardous substances," "hazardous waste,"
     "hazardous  materials,"  "extremely  hazardous  substances,"  "restricted
     hazardous  wastes,"  "pollutants," "toxic substances" or "toxic pollutants"
     under  any  Environmental  Law  and  (iii)  any  other  chemical, material,
     substance  or  waste,  human  or  environmental  exposure  to  which is now
     prohibited,  limited  or  regulated  under  any  Environmental  Law  in any
     jurisdiction  in  which  HT,  HLP  or  each  Subsidiary  operates;

          "Release"  means  any  spill,  effluent,  emission,  leaking, pumping,
           -------
     pouring,  emptying,  escaping,  dumping,  injection,  deposit,  disposal,
     discharge,  dispersal,  leaching,  exposure,  or  migration  into  the
     environment,  or  into  or out of any property owned, operated or leased by
     HT,  HLP  and  each  Subsidiary;  and

          "Remedial Action" means any action to (i) clean up, remove, remediate,
           ---------------
     encapsulate  or  treat Hazardous Material, toxic mold, human pathogens, and
     other  disease  causing  agents,  (ii)  prevent  the  Release or threatened
     Release  of  any  Hazardous  Material;  (iii)  assess  Environmental  Law
     compliance,  remove  or  replace  underground or aboveground storage tanks,
     undertake  assessments  or  pre-remedial  studies and investigations and/or
     post-remedial  monitoring,  or  (iv)  bring  the  applicable  party  into
     compliance  with  an  Environmental  Law.


     Except as disclosed on Schedule 2.1(o) of the HT Disclosure Schedule or the
HT  SEC  Documents:

               (i)     HT,  HLP  and each Subsidiary now comply, and shall until
the  First  Closing  Date,  the  Second  Closing Date and all Subsequent Closing
Dates,  continue  to  comply,  with  all  Environmental  Laws;


                                                                              18
<PAGE>
               (ii)     HT,  HLP  and  each  Subsidiary has and, until the First
Closing  Date,  the  Second Closing Date and all Subsequent Closing Dates, shall
maintain,  all permits, licenses and registrations required by the Environmental
Laws,  and has made and, as of each Closing Date, will have provided or made all
applicable  training,  filings,  postings,  reports or notices required thereby;

               (iii)     HT,  HLP  and  each  Subsidiary  have  not received any
communication, whether written or otherwise, from any person (A) regarding HT's,
HLP's,  or  any  Subsidiary's  alleged noncompliance with or liability under any
Environmental  Law, (B) recommending or directing HT, HLP, or each Subsidiary to
undertake  Remedial  Action  (as  defined  herein), (C) regarding any Release or
threatened  Release  of  a  Hazardous Material, or (D) regarding the presence of
toxic mold,  human pathogens, or other disease causing agents on the HT Property
(as  defined  herein);

               (iv)     HT,  HLP  and  each  Subsidiary  (A)  do  not  have  any
outstanding  contracts  with  any  other  Person  respecting compliance with the
Environmental  Laws,  Remedial  Action,  a  Release  or  threatened Release of a
Hazardous  Material  or  for  the assessment or removal and remediation of toxic
mold,  human  pathogens,  and  other  disease  causing  agents, and (B) have not
assumed  responsibility for the environmental liabilities of any another Person;

               (v)     To  their  Knowledge,  HT, HLP and each Subsidiary do not
have  any  contingent  liability in connection with alleged violations of worker
safety  laws, the Release of Hazardous Material (whether on-site or off-site) or
employee  or  third  party  exposure  to  Hazardous Materials, toxic mold, human
pathogens,  or  other  disease  causing  agents;

               (vi)     HT's,  HLP's  and each Subsidiary's operations involving
the  generation,  transportation, treatment, storage or disposal of hazardous or
solid  waste,  as defined and regulated under 40 C.F.R. Parts 260-270 (in effect
as  of  the  date  hereof)  or  any applicable state equivalent, comply with all
applicable  Environmental  Laws  in  all  material  respects;

               (vii)     To  the  Knowledge of HT, HLP, and each Subsidiary, the
HT  Property  (as  defined  herein),  as  well as all property formerly owned or
operated  by  HT,  HLP  or  each  Subsidiary, do not contain underground storage
tanks,  surface  impoundments,  or  aboveground  storage  tanks,  or  Hazardous
Materials;

               (viii)     To  the  Knowledge of HT, HLP, and each Subsidiary, no
HT Property (A) is included or proposed for inclusion on the National Priorities
List of the Comprehensive Environmental Response, Compensation and Liability Act
of  1980,  as  amended ("CERCLA"), by the United States Environmental Protection
                         ------
Agency  (the  "EPA"),  (B)  appears on the Comprehensive Environmental Response,
               ---
Compensation,  and  Liability Information System database maintained by the EPA,
(C)  has  otherwise  been  identified  in  a  published  writing by the EPA as a
potential  CERCLA  removal,  remedial  or  response site, or (D) is proposed for
inclusion  on any similar list of potentially contaminated sites pursuant to any
other  Environmental  Law;

               (ix)     To  the Knowledge of HT, HLP and each Subsidiary, the HT
Properties do not contain toxic mold that might pose a risk to human health; and


                                                                              19
<PAGE>
               (x)     HT,  HLP,  and each Subsidiary has provided CHP with true
and complete copies of final reports, letters, claims, demands, assessments, and
documents  in  their  possession  or  control  that  refer  or  relate  to  the
Environmental  Laws,  Remedial  Action,  or  any  other  matter  material to the
environmental  condition  of  any  HT  Property.

         (p)     Properties.
                 ----------

               (i)     Good  and  Marketable  Title.  Each  of  HT, HLP and each
                       ----------------------------
Subsidiary  owns  good and marketable:  (A) fee simple title to each of the real
properties  identified  on  Schedule  2.1(p)  of the HT Disclosure Schedule as a
(collectively,  the  "HT Fee Properties" and each an "HT Fee Property"); and (B)
                      -----------------               ---------------
ground  leasehold interest to each of the real properties identified on Schedule
2.1(p)  of  the  HT Disclosure Schedule as a "Leasehold Property" (collectively,
                                              ------------------
the  "HT  Leasehold Properties" and each a "HT Leasehold Property").  The HT Fee
      ------------------------              ---------------------
Properties  and  the  HT  Leasehold  Properties  are  hereinafter  referred  to
collectively  as the "HT Properties", and each individually as an "HT Property".
                      -------------                                -----------
The  HT  Properties are all of the real estate properties owned in fee simple or
ground  leased  by HT, HLP and each Subsidiary, in each case (except as provided
below)  free  and  clear  of  all  Encumbrances.

               (ii)     Ground Leases.  True, correct and complete copies of all
                        -------------
ground  leases  for  all  HT  Leasehold  Properties  (collectively,  the "Ground
                                                                          ------
Leases",  and each a "Ground Lease") (including all modifications or amendments)
------                ------------
have  been  delivered  to CHP.  Except as set forth on Schedule 2.1(p) of the HT
Disclosure  Schedule  or in the HT SEC Documents, as of the date hereof, (i) HT,
HLP  or  such  Subsidiary  holding  the lessee's interest under any Ground Lease
(collectively,  the  "Ground  Lessees",  and  each  a  "Ground Lessee") have not
                      ---------------                   -------------
pledged,  encumbered  or  otherwise  hypothecated (except for secured financings
identified on Schedule 2.1(p) of the HT Disclosure Schedule) any of its interest
therein,  and,  each Ground Lessee is the sole owner of the lessee's interest in
and  to  its  respective  Ground  Leases  (ii)  the  Ground Leases have not been
assigned  or  sublet  (except  pursuant  to the Leases) by Ground Lessees in any
respect,  (iii)  to  the  Knowledge of HT, HLP or any Subsidiary, Ground Lessees
have  performed  all  obligations  in  all  material respects on the part of the
lessee  to  be  performed  under the Ground Leases, (iv) there are no agreements
made  by  Ground Lessees with any ground lessors under the Ground Leases for the
performance  of  any  work  or  other obligations which have not been performed,
except  as  set  forth  in  the Ground Leases, (v) no notice of default has been
given  or  received  by  Ground  Lessees  under  any  Ground  Leases, and to the
Knowledge of HT, HLP or any Subsidiary, neither the lessor nor any Ground Lessee
is  in  default  in  any  material respect under any Ground Lease, and no claim,
judicial  suit  or proceeding or other adversarial action has been instituted or
threatened  by  any  Ground  Lessee  against any ground lessor, or by any ground
lessor  against  any  Ground  Lessee; and (vi) Ground Lessees, as ground lessee,
under  the  Ground Leases have not paid rent for more than six months in advance
with  respect  to  any  of  the  Ground  Leases.

               (iii)     Encumbrances  and  Property  Restrictions.  The  HT
                         -----------------------------------------
Properties  are not subject to any rights of way, written agreements, easements,
conditions,  covenants, restrictions, laws, ordinances and regulations affecting
building,  land  or  air  right  use,  occupancy,  or development (collectively,
"Property  Restrictions"),  except  for:  (A)  Property  Restrictions imposed or
 ----------------------
promulgated  by  law  or  any Governmental Entity with respect to real property,
including  zoning  regulations,  provided  that  they  do  not materially and/or
adversely  affect  the current or intended use or operation of, or impede access
to,  any  HT  Property,  (B) Encumbrances


                                                                              20
<PAGE>
and  Property  Restrictions  disclosed  on  existing  title  reports or existing
surveys  (in  either  case,  true,  complete  and  correct copies of which title
reports  or  surveys  have  been  made  available  to  CHP), and (C) mechanics',
carriers',  workers',  repairmen's or materialmen's liens or other Encumbrances,
Property  Restrictions  or  other  limitations  of  any  kind,  if  any,  which,
individually or in the aggregate, do not materially detract from the value of or
materially  interfere with the present use or operation of, or access to, any of
HT  Property  subject  thereto or affected thereby, and does not have a Material
Adverse  Effect.  Neither  HT, HLP nor any Subsidiary has received notice of any
default  or breach by HT, HLP or any Subsidiary under any of the Encumbrances or
Property  Restrictions  affecting  the  HT  Properties.

               (iv)     Title Insurance.  Except as set forth on Schedule 2.1(p)
                        ---------------
of  the  HT Disclosure Schedule, at the time of acquisition of each HT Property,
valid  policies  of  title  insurance  were  obtained,  insuring  HT, HLP or the
applicable  Subsidiary's  fee  simple title or ground leasehold interest, as the
case  may  be, in and to each HT Property in amounts at least equal to the value
of  such  HT  Property at the time of acquisition and the issuance of such title
policy,  subject  only  to the matters disclosed above and on Schedule 2.1(p) of
the  HT  Disclosure Schedule, and such policies are in full force and effect and
no  material  claim  has  been made, filed or otherwise threatened (orally or in
writing)  against any such title policy.  Except as set forth on Schedule 2.1(p)
to the HT Disclosure Schedule, to the Knowledge of HT, HLP or any Subsidiary, an
on-the-ground  survey  of  each HT Property made prior to the First Closing Date
and  prepared  in  accordance  with  ALTA/ACSM  standards would not disclose any
Encumbrance,  Property  Restriction or other matter affecting title which is not
currently  shown  on  an  existing  survey of such HT Property and which does or
could  materially  and/or  adversely  affect  the  value or operation of such HT
Property  or  the  ability  to  obtain  mortgage  financing on such HT Property.

               (v)     Compliance,  Flood  Zone  and  Access.  Each HT Property:
                       -------------------------------------
(A)  complies  with  the  Property  Restrictions, except where the failure to so
comply does not have a Material Adverse Effect, (B) and each improvement on each
HT  Property  lies  outside  of any flood plain or, if any such improvement lies
within  a  flood  plain,  adequate flood insurance therefor is in full force and
effect,  and  (C)  each  HT  Property  has access to and from a dedicated public
right-of-way  either directly or through an insured easement, true, complete and
correct  copies  of  which  have  been  made  available  to  CHP.

               (vi)     Development  and  Construction.  All  HT  Properties
                        ------------------------------
currently under development or construction by HT, HLP or any Subsidiary and all
HT Properties currently proposed for acquisition, development or commencement of
construction  prior  to  the First Closing Date by HT, HLP or any Subsidiary are
listed  as  such on Schedule 2.1(p) to the HT Disclosure Schedule.  All material
executory  agreements  (which  shall  include, without limitation, all executory
agreements  involving  aggregate  payments  for  goods  or services in excess of
$250,000)  entered into by HT, HLP or any Subsidiary relating to the development
or construction of hotels or other real estate properties are listed on Schedule
2.1(t) of the HT Disclosure Schedule.  True, complete and correct copies of such
agreements  have  previously  been  delivered  or  made  available  to  CHP.

               (vii)     Space  Leases.  Schedule  2.1(p)  of  the HT Disclosure
                         -------------
Schedule  sets forth a true, correct and complete list of all space leases where
HT,  HLP  or  any  Subsidiary  is  the


                                                                              21
<PAGE>
landlord (including all modifications or amendments thereto) in effect as of the
date  hereof ("Space Leases" or individually a "Space Lease"), together with the
               ------------                     -----------
most  recent  rent  roll  for  each  HT  Property,  showing, inter alia, a full,
complete and accurate list of tenants, current rents, security deposits, prepaid
rents  and  rent  delinquencies,  unperformed  or outstanding tenant improvement
costs  and  unpaid  leasing  commissions.  To  the Knowledge of HT, HLP and each
Subsidiary, true, correct and complete copies of all Space Leases (including all
modifications  or amendments) have been delivered to CHP. Except as set forth on
Schedule  2.1(p)  of  the HT Disclosure Schedule, (i) HT, HLP or a Subsidiary is
the  sole owner of the lessor's interest in all Space Leases and HT, HLP or such
Subsidiary,  as  the  case  may  be,  has  not pledged, assigned or hypothecated
(except  for  secured  financings  identified  on  Schedule  2.1(p)  of  the  HT
Disclosure  Schedule)  any  of  its interest in any of the Space Leases, (ii) no
Space  Lease  has  been  modified,  or  to  the  Knowledge  of  HT, HLP and each
Subsidiary,  assigned  or sublet by the tenant thereunder, in any respect except
as  shown  on  Schedule  2.1(p)  of  the  HT  Disclosure  Schedule, (iii) to the
Knowledge  of  HT,  HLP  and each Subsidiary, HT, HLP or such Subsidiary, as the
case  may  be,  has  fully performed all obligations on the part of the landlord
(including  tenant  work  or  payments on account thereof) to be performed under
each  Space  Lease,  and  there  are  no  agreements  with  any  tenant  for the
performance  of  any  work or otherwise with respect to any matter except as set
forth in the Space Leases, all of which has been fully performed and paid for by
HT,  HLP  or  such  Subsidiary;  (iv)  no tenant has any right of first offer or
refusal  with  respect  to,  or other option to purchase, any HT Property or any
interest  therein,  or,  except  as  set  forth  in  the  Space Leases, to lease
additional  space  in any HT Property, to extend the term of such tenant's Space
Lease,  to put back to the landlord any space currently subject to such tenant's
Space Lease, or to terminate such tenant's Space Lease; (v) no notice of default
has  been  given  or  received  by HT, HLP or any Subsidiary with respect to any
Space  Lease,  and,  to  the  Knowledge  of HT, HLP or any Subsidiary, no tenant
otherwise  is in monetary or material default under its Space Lease, or with the
giving  of  notice,  the  lapse of time or the happening of any further event or
condition,  would  become  in default under such Space Lease; (vi) no tenant has
asserted  any claim against the landlord under its Space Lease or instituted, or
to  the  Knowledge of HT, HLP or any Subsidiary threatened, any judicial suit or
proceeding or other adversarial action, (vii) to the Knowledge of HT, HLP or any
Subsidiary,  no  tenant is the subject of voluntary or involuntary bankruptcy or
other  insolvency  proceedings,  (viii)  to  the  Knowledge  of  HT,  HLP or any
Subsidiary,  there  are  no  pending  disputes  with  any tenant under any Space
Leases,  and  (ix)  no  tenant has paid rent for more than one month in advance.

               (viii)     Personal  Property.  Other  than  as  set  forth  on
                          ------------------
Schedule  2.1(p)  of  the HT Disclosure Schedule, all personal property owned by
HT,  HLP and each Subsidiary is owned free and clear of all liens, encumbrances,
claims,  chattel  mortgages,  conditional  bills of sale, security interests and
demands,  other  than  statutory  liens  for  taxes  not  yet  due.

     (q)     Insurance.  Schedule  2.1(q)  of  the  HT  Disclosure Schedule sets
             ---------
forth  an  insurance  schedule  of  each  of  HT's,  HLP's and each Subsidiary's
directors'  and  officers' liability insurance, property and casualty insurance,
errors and omissions insurance, title insurance, umbrella policies and any other
form  of insurance maintained by HT, HLP, and each Subsidiary.  HT, HLP and each
Subsidiary  maintains  insurance  with  financially responsible insurers in such
amounts  and  covering  such  risks  as  are  in accordance with normal industry
practice  for  companies  engaged  in businesses similar to those of HT, HLP and
each  Subsidiary.  Except  as  set forth on Schedule 2.1(q) of the HT Disclosure
Schedule,  neither  HT,  HLP  nor  any


                                                                              22
<PAGE>
Subsidiary  has  received any notice of cancellation or termination with respect
to  any  existing  material  insurance  policy  of  HT,  HLP  or any Subsidiary.

          (r)     Brokers. Except as set forth on  Schedule  2.1(r)  of  the  HT
                  -------
Disclosure  Schedule,  no agent, broker, investment banker or other person is or
will be entitled to any broker's, finder's or other similar fee or commission in
connection  with  the  transactions  contemplated  by  this  Agreement  and  the
Transaction Documents based upon arrangements made by or on behalf of HT, HLP or
any  Subsidiary.

          (s)     Investment Company Act of 1940.  Neither HT, HLP nor any
                  ------------------------------
Subsidiary  is,  or  at  the  time  of  each  Closing,  will  be, required to be
registered as an investment company under the Investment Company Act of 1940, as
amended.

          (t)     Contracts.
                  ---------

               (i)     Except  as  disclosed  in  the  HT  SEC  Documents  or on
Schedule 2.1(t) to the HT Disclosure Schedule, there is no contract or agreement
that  purports  to  limit  in any material respect the freedom of HT, HLP or any
Subsidiary  to  engage  in any line of business or to compete with any Person or
purports  to  limit the names or the geographic location in which HT, HLP or any
Subsidiary  may  conduct  its  business.

               (ii)     Except  as  set  forth  on  Schedule  2.1(t)  of  the HT
Disclosure  Schedule or the HT SEC Documents, neither HT, HLP nor any Subsidiary
is party to any agreement which would restrict any of them from prepaying any of
their  indebtedness without penalty or premium at any time or which requires any
of  them  to  maintain  any  amount  of  indebtedness  with  respect  to  any HT
Properties.

               (iii)     Except  as  disclosed  on  Schedule  2.1(t)  of  the HT
Disclosure  Schedule or the HT SEC Documents, neither HT, HLP nor any Subsidiary
is  a  party  to  any  agreement  relating  to  the  management of any of the HT
Properties  which  is  not terminable by HT, HLP or such Subsidiary, as the case
may  be,  without  penalty  on  less  than  30  days  notice.

               (iv)     Schedule  2.1(t) of the HT Disclosure Schedule lists all
agreements  entered  into  by  HT,  HLP  or  any  Subsidiary  providing  for the
development or construction of hotels or other real estate properties or for the
sale  of,  or option to sell, any HT Properties or the purchase of, or option to
purchase,  any  real  estate.

               (v)     Except  as  set  forth  on  Schedule  2.1(t)  of  the  HT
Disclosure  Schedule,  neither  HT,  HLP  nor  any Subsidiary has any continuing
contractual  liability  (A) for indemnification or otherwise under any agreement
relating  to  the  sale of real estate previously owned (other than non-material
indemnification  obligations  relating  to  brokerage  commissions, ordinary and
customary  title  warranties, post-closing adjustments and customary contractual
indemnification  for  pre-closing  events upon sales of properties by HT, HLP or
any  Subsidiary),  (B)  to  pay  any  additional  purchase  price  for any of HT
Properties,  or  (C)  to make any prorations or adjustments to prorations (other
than  real  estate Taxes) that may previously have been made with respect to any
property  currently  or  formerly  owned  by  HT,  HLP  or  any  Subsidiary.


                                                                              23
<PAGE>
               (vi)     Schedule 2.1(t) of the HT Disclosure Schedule sets forth
each  franchise  license  agreement relating to the HT Properties ("HT Franchise
                                                                    ------------
Agreements").
----------

               (vii)     Except  as  set  forth  on  Schedule  2.1(t)  of the HT
Disclosure  Schedule  or  in  the  HT  SEC  Documents,  there  are  no  material
outstanding  contractual obligations of HT, HLP or any Subsidiary to provide any
funds  to, or make any investment (in the form of an advance, loan, extension of
credit,  capital  contribution  or otherwise) in any Person or which provide for
the  direct  or  indirect  guarantee  by HT, HLP or any Subsidiary (including by
means  of a take-or-pay or keepwell agreement) of the indebtedness, liabilities,
obligations  or  financial  condition  of HT, HLP or any Subsidiary or any other
Person.

               (viii)     Except  as  set  forth  on  Schedule  2.1(t) of the HT
Disclosure  Schedule  or  in  the HT SEC Documents, there are no indemnification
agreements  or  guarantee  agreements entered into by and between HT, HLP or any
Subsidiary  and  any  trustee,  director,  officer  or  limited  partner.

               (ix)     Except  as  set  forth  on  Schedule  2.1(t)  of  the HT
Disclosure  Schedule,  there  are  no  contracts,  agreements,  commitments  or
arrangements  that  grant registration rights other than the Registration Rights
Agreement  and  the  HLP  Partnership  Agreement.

               (x)     Except  as  set  forth  on  Schedule  2.1(t)  of  the  HT
Disclosure  Schedule,  there  are  no  contracts,  agreements,  commitments  or
arrangements that grant any preemptive rights to any holder of equity securities
of HT, HLP or any Subsidiary or any other shareholder's agreements regarding HT,
HLP  or  any  Subsidiary's  equity  securities.

               (xi)     Except  as  set  forth  on  Schedule  2.1(t)  of  the HT
Disclosure  Schedule  or  in  the  HT  SEC  Documents,  there  are no contracts,
agreements,  commitments  or  arrangements  between HT, HLP or any Subsidiary or
Hersha  Hospitality Management, L.P., a Pennsylvania limited partnership, on the
one  hand  and any Affiliate, on the other hand.  All such transactions required
to  be disclosed on Schedule 2.1(t) of the HT Disclosure Schedule have been duly
authorized,  approved  and  ratified  by  HT  in  accordance with all applicable
provisions  of  Maryland  law, including but not limited to Section 2-419 of the
Corporations  and  Associations  Article  of  the  Maryland  Code.

               (xii)     Except  as  set  forth  on  Schedule  2.1(t)  of the HT
Disclosure  Schedule,  there  are  no  material  contracts  or  other agreements
relating  to  the  acquisition  by  HT,  HLP  or any Subsidiary of any operating
business  or  the  capital  stock  or  assets  of  any  Person.

               (xiii)     Except  as  set  forth  on  Schedule  2.1(t) of the HT
Disclosure  Schedule  or  in  the  HT  SEC  Documents,  there  are  no  material
agreements, contracts or commitments relating to the employment of any person by
HT,  HLP or any Subsidiary, or any bonus, deferred compensation, pension, profit
sharing,  stock  option,  employee  stock purchase, retirement or other employee
benefit  plan.

               (xiv)     Except  as  set  forth  on  Schedule  2.1(t)  of the HT
Disclosure  Schedule  or  in  the  HT  SEC  Documents,  there  are  no  material
agreements,  indentures  or  other


                                                                              24
<PAGE>
instruments  which  contain restrictions with respect to payment of dividends or
any  other  distribution  of the equity securities of HT, HLP or any Subsidiary.

               (xv)     Except  as  set  forth  on  Schedule  2.1(t)  of  the HT
Disclosure  Schedule  or  in  the  HT  SEC  Documents,  there  are  no  material
agreements,  contracts  or  commitments relating to capital expenditures not yet
made  by  HT,  HLP  or  any  Subsidiary.

               (xvi)     Except  as  set  forth  on  Schedule  2.1(t)  of the HT
Disclosure  Schedule  or  in  the  HT  SEC  Documents,  there  are no contracts,
agreements,  commitments or arrangements that (A) create a material partnership,
joint  venture or similar arrangement, (B) require payments to be made in excess
of  $250,000  per  year for goods and services by HT, HLP or any Subsidiary, (C)
grant  any  Encumbrance  upon any asset of HT, HLP or any Subsidiary or (D) were
not  made  in the ordinary course of business and are material to HT, HLP or any
Subsidiary,  in  each  of  the  cases set forth in clauses (A), (B), (C) and (D)
which  are  not  subject  to  termination  within  30 days after the date of the
execution  and  delivery  thereof  without  penalty or payment by HT, HLP or any
Subsidiary  (all  such  contracts, arrangements or agreements listed on Schedule
2.1(t)  of the HT Disclosure Schedule pursuant to clauses (i) through (xvi), the
"Material  Contracts").
 -------------------

          (u)     Information Systems.  Schedule 2.1(u) of the HT Disclosure
                  -------------------
Schedule  identifies information systems of HT, HLP and each Subsidiary that are
material  to  the  operations  of  HT,  HLP  or any Subsidiary (the "Information
                                                                     -----------
Systems")  and  identifies  any Information Systems that to the Knowledge of HT,
-------
HLP  or  any  Subsidiary  do  not  accurately  process  data.

          (v)     Projections.  All  financial  projections  concerning HT,
                  -----------
HLP  and each Subsidiary and the transactions contemplated by this Agreement and
the  Transaction  Documents (the "Projections") that have been prepared by or on
                                  -----------
behalf  of  HT, HLP or any Subsidiary (other than the limited partnership formed
pursuant to the Joint Venture Agreement and its Subsidiaries) and that have been
or  will  be  made  available to CHP or any of its authorized representatives in
connection  with the transactions contemplated hereby and thereby have been, and
at  the  time  made available will be, reasonably prepared on a basis reflecting
(i)  best  estimates,  (ii)  assumptions  and  (iii)  judgments as to the future
financial  performance  of  HT,  HLP  or  any  Subsidiary.

          (w)     Offering of the Securities.  None of HT, HLP or any
                  --------------------------
Subsidiary,  nor  any  Person  authorized  or  employed by any of them as agent,
broker,  dealer  or  otherwise  in  connection  with the offering or sale of the
Preferred  Units  or  any security of any of them similar to the Preferred Units
has  offered  the  Preferred  Units or any such similar security for sale to, or
solicited  any  offer  to  buy  the Preferred Units or any such similar security
from,  or  otherwise  approached  or  negotiated  with respect thereto with, any
Person  or Persons except in compliance with the Securities Act. None of HT, HLP
or  any  Subsidiary,  nor any Person acting on its behalf has taken or will take
any  action  (including,  without limitation, any offer, issuance or sale of any
security of HT, HLP or any Subsidiary under circumstances that might require the
integration  of  such security with the Preferred Units under the Securities Act
or  the  rules  and regulations thereunder), in either case so as to subject the
offering,  issuance or sale of Preferred Units to the registration provisions of
the  Securities  Act.


                                                                              25
<PAGE>
          (x)     Hart-Scott-Rodino  Act.   HLP  represents that its assets
                  ----------------------
consist  of  hotels  or  motels  and improvements and assets incidental to their
ownership  and  operation,  that  it  does  not  own  any gambling casino or ski
facility,  that  it does not own 50% or more of the stock, partnership interest,
or  other interest in any property management company, and that it does not hold
assets  valued  in  excess  of  $50  million  that  are  not  hotels, motels, or
improvements  and  assets  incidental  to  their  ownership  and  operation.

     2.2     Representations and Warranties of CHP.  CHP represents and warrants
             -------------------------------------
to  HT and HLP as of the date hereof, the First Closing Date, the Second Closing
Date  and  each  Subsequent  Closing  Date  as  follows:

          (a)     Organization,  Standing  and  Power.  CHP  is  a  limited
                  -----------------------------------
partnership duly organized, validly existing and in good standing under the laws
of  the  State  of  Delaware.

          (b)     Authority;  No  Violations,  Consents  and  Approvals.
                  -----------------------------------------------------

               (i)     CHP  has  all requisite power and authority to enter into
this  Agreement  and  the  Transaction  Documents to which it is a party, and to
consummate  the transactions contemplated hereby and thereby.  The execution and
delivery of this Agreement and the Transaction Documents to which CHP is a party
and  the  consummation  of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action on the part of its general partner.
This  Agreement  and the Transaction Documents to which CHP is a party have been
duly  executed  and  delivered  by  CHP,  and  assuming  this  Agreement and the
Transaction  Documents  to  which  any  of  HT, HLP or any Subsidiary is a party
constitute the valid and binding obligation of HT, HLP or any Subsidiary, as the
case  may  be,  constitute  a valid and binding obligation of CHP enforceable in
accordance  with  its  terms,  subject,  as  to  enforceability,  to bankruptcy,
insolvency,  reorganization,  moratorium and other laws of general applicability
relating  to  or affecting creditors' rights and to general principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding at
law/or  in  equity  ).

               (ii)     The  execution  and  delivery  of this Agreement and the
Transaction  Documents  to  which CHP is a party do not, and the consummation of
the  transactions  contemplated  hereby  and  thereby,  and  compliance with the
provisions  hereof  and  thereof,  will  not,  conflict  with,  or result in any
violation  of,  or  default  (with  or without notice or lapse of time, or both)
under  any  provision  of  (A)  CHP's Certificate of Limited Partnership or that
certain  Agreement  of  Limited Partnership by and between CHP and its partners,
dated  June 15, 1998, or (B) assuming the consents, approvals, authorizations or
permits and filings or notifications referred to in Section 2.2(b)(iii) are duly
and  timely  obtained  or  made,  any  judgment,  order,  decree,  statute, law,
ordinance,  rule  or  regulation  applicable  to  CHP  or  any of its respective
properties or assets, other than, in the case of clause (B), any such conflicts,
violations  or  defaults,  that, individually or in the aggregate, would not, or
could  not  reasonably  be expected to, impair the ability of CHP to perform its
obligations  hereunder  or  thereunder or prevent the consummation of any of the
transactions  contemplated  hereby  or  thereby.

               (iii)     No  consent,  approval,  order  or authorization of, or
registration, declaration or filing with, or permit from any Governmental Entity
is  required  by  or  with  respect  to CHP in connection with the execution and
delivery  by CHP of this Agreement and any


                                                                              26
<PAGE>
Transaction  Document  to  which it is a party or the consummation by CHP of the
transactions contemplated hereby or thereby, except for: (A) the filing with the
SEC  of  such  reports under Section 13(a) or Section 16 of the Exchange Act and
such other compliance with the Securities Act and the Exchange Act and the rules
and  regulations thereunder as may be required in connection with this Agreement
and  the  transactions contemplated hereby; (B) any filings required under state
securities  laws;  (C)  such  filings  and  approvals  as may be required by any
applicable  state takeover laws or environmental laws; and (D) filings under the
HSR  Act,  if  applicable.

          (c)     Litigation.  As  of  the date hereof, there is no suit, action
                  ----------
or  proceeding pending, or, to the Knowledge of CHP, threatened against CHP that
could  reasonably  be  expected  to  affect the ability of CHP to consummate the
transactions contemplated hereby ("CHP Litigation"), and CHP has no Knowledge of
                                   --------------
any  facts  that are likely to give rise to any CHP Litigation, nor is there any
judgment,  decree,  injunction,  rule  or  order  of  any Governmental Entity or
arbitrator  outstanding  against CHP that could reasonably be expected to affect
the  ability  of  CHP  to  consummate the transactions contemplated hereby ("CHP
                                                                             ---
Order").
-----

          (d)     Acquisition  of  Preferred  Units.  CHP  is  acquiring  the
                  ---------------------------------
Preferred  Units  for  its  own  account  and without a view to the distribution
thereof  within  the meaning of the Securities Act or with any present intention
of  distributing or selling any of the Preferred Units except in compliance with
the  Securities  Act, provided that the disposition by CHP of its property shall
at  all  times  be  within  its  control.

          (e)     No  Registration.  CHP  understands that each of the Preferred
                  ----------------
Units,  the  Series  A  Preferred  Shares  into  which  the  Preferred Units are
exchangeable  and  the  Class  A  Shares  into which the Preferred Units and the
Series  A Preferred Shares are exchangeable or convertible into, as the case may
be,  (A)  have  not  been  registered  under  the  Securities  Act  or any state
securities  laws  or  the  securities  laws  of  any  other  domestic or foreign
jurisdiction,  (B)  will  be  issued  in  reliance  upon  an  exemption from the
registration and prospectus delivery requirements of the Securities Act pursuant
to  Section 4(2) thereof and/or Regulation D promulgated thereunder and (C) will
be  issued  in  reliance  upon  exemptions  from the registration and prospectus
delivery  requirements  of  state  securities  laws  which  relate  to  private
offerings.

          (f)     Status  as  Accredited  Investor.  CHP  is  an  "Accredited
                  --------------------------------
Investor"  within the meaning of Rule 501 of Regulation D, as promulgated by the
SEC  pursuant  to  the  Securities  Act.

          (g)     Brokers.  No  agent, broker, investment banker or other Person
                  -------
is  or  will  be  entitled  to  any  broker's,  finder's or other similar fee or
commission  in  connection  with  this  Agreement  or  any  of  the transactions
contemplated  by the Transaction Documents based upon arrangements made by or on
behalf  of  CHP.

          (h)     Funding.  CHP  has cash on hand or committed financing sources
                  -------
adequate  to  fund  the  purchase  price  of  all  of  the  Preferred  Units.


                                                                              27
<PAGE>
                                    ARTICLE 3

                             COVENANTS OF HT AND HLP
                             -----------------------

     3.1     Covenants  Relating  to  the  Business  of  HT  and HLP.  Except as
             -------------------------------------------------------
otherwise  contemplated  by  this  Agreement  or  to  the  extent that CHP shall
otherwise consent in writing, from the date hereof until the First Closing Date,
HT  and  HLP  covenant  and  agree  with  CHP  that,  as  to  themselves and any
Subsidiary,  neither  HT,  HLP  nor  any  Subsidiary  shall:

          (a)     fail to conduct its or their business(es) in any manner except
in  the  ordinary  course  consistent  with  past  practice;

          (b)     amend,  terminate,  or  fail  to  use  all  of  its  or  their
commercially  reasonable  efforts  to  renew any agreement or contract (provided
however  that  neither HT, HLP nor any Subsidiary shall be required to renew any
agreement  or  contract  on  terms  that are materially less favorable to any of
them),  or default in any respect (or take or omit to take any action that, with
or  without giving of notice or the passage of time, would constitute a material
default) under any agreement or contract or enter into any agreement or contract
under  which  any  party  thereto becomes obligated to provide goods or services
having  a  value of, or to make payments aggregating, $250,000 or more per year;

          (c)     fail  to maintain all applicable HT Permits and authorities to
do  business;

          (d)     fail  to  use its and their commercially reasonable efforts to
preserve  intact  its  and  their  business organizations and relationships with
third  parties;

          (e)     other  than a merger of a wholly-owned Subsidiary with or into
HT  or  HLP  or  other Subsidiaries, merge or consolidate with or into any other
Person,  or  otherwise  dissolve,  or  liquidate;

          (f)     (i)  hire  or promote any individual to serve as an officer of
HT,  HLP  or  any Subsidiary or hire any employee or consultant if the aggregate
annual  compensation  of  such  officer, employee or consultant exceeds $75,000;
(ii)  grant  any  increase  in the compensation of, or pay any bonus (other than
regularly  scheduled bonuses as previously disclosed in the HT SEC Documents) or
noncompetition  payments  to,  any  of  its  directors,  trustees,  officers  or
employees;  (iii)  pay  or  agree  to  pay  to any director, trustee, officer or
employee,  whether  past  or  present, any pension, retirement or other employee
benefit; (iv) enter into any new, or amend any existing, employment or severance
or  termination  agreement  with  any  director,  officer  or  employee,  either
individually  or  as  part  of  a  class  of  similarly situated Persons; or (v)
establish,  adopt  or  enter  into any new, or amend any existing, (A) "employee
benefit  plan," as such term is defined in section 3(3) of ERISA (including, but
not  limited  to,  employee  benefit plans, such as foreign plans, which are not
subject  to  the  provisions of ERISA), (B) personnel policy, stock option plan,
stock  purchase  plan, stock appreciation rights, phantom stock plan, collective
bargaining  agreement,  bonus  plan  or  arrangement,  incentive  award  plan or
arrangement,  vacation policy, severance pay plan, policy or agreement, deferred
compensation  agreement  or  arrangement, executive compensation or supplemental
income arrangement, consulting agreement, employment


                                                                              28
<PAGE>
agreement  or  other  employee  benefit  plan,  agreement, arrangement, program,
practice  or  understanding  or  (C)  collective  bargaining  agreement;

          (g)     acquire  (including,  without  limitation,  by  merger,
consolidation,  or  the acquisition of any equity interest or assets) any assets
having  a  fair  market  value,  individually  or in the aggregate, in excess of
$250,000;

          (h)     sell  (whether  by merger, consolidation or sale of any equity
interests  or assets, except for transactions permitted under Section 3.1(e)) or
otherwise  dispose  of  any  real  HT  Property;

          (i)     except  as  set  forth  on  Schedule  2.1(t)  of  the  HT
Disclosure  Schedule,  mortgage, pledge, or subject to any material Encumbrance,
any assets of HT, HLP or any Subsidiary having a fair market value, individually
or  in  the  aggregate,  in  excess  of  $250,000;

          (j)     fail to pay or otherwise satisfy (except if being contested
in  good  faith) any material accounts payable, liabilities, or obligations when
due and payable other than on a basis, and within the time, consistent with past
practice;

          (k)     (i)  authorize, declare, pay or set aside for payment any
dividends  on  or  make  other  distributions  in  respect of, any of its equity
interests, capital stock or partnership interests or other securities of HT, HLP
or  any  Subsidiary  thereof,  (ii)  split,  combine,  divide,  distribute,  or
reclassify  any  of  its  equity  securities,  or  (iii) directly or indirectly,
redeem,  purchase,  or otherwise acquire any of its equity securities, except in
the  case  of  clause (i) above, customary (no more than $0.18 per share or such
other  amount  as may be necessary to allow HT to maintain its status as a REIT)
quarterly cash dividends declared and paid in respect of HT Common Stock so long
as  HT  is  not  in default of its obligations to pay quarterly dividends on the
Series  A  Preferred  Shares  or quarterly distributions on the Preferred Units;

          (l)     sell,  issue,  pledge,  dispose  of,  encumber, or deliver
(whether through the issuance or granting of any options, warrants, commitments,
subscriptions,  rights  to  purchase or otherwise) any equity or other ownership
interests  or  income/loss  participations  or  shares of any class or series of
stock  of  HT,  HLP  or  any  Subsidiary  or  any securities convertible into or
exercisable  or  exchangeable  for  any of the above (other than the issuance of
certificates  in  replacement  of  lost  certificates), any Voting Debt or other
voting securities or any securities convertible into, or any rights, warrants or
options  to  acquire,  any  equity  or  other ownership interests or income/loss
participations  or  shares  of  Voting  Debt  or  other  voting  securities  or
convertible  securities, other than the issuance of (i) HT Common Stock upon the
exercise  of  stock  options  that  were outstanding on the date hereof; (ii) HT
Common  Stock  upon  the  conversion  of  HT  Common Stock Equivalents that were
outstanding  on the date hereof; or (iii) HT Common Stock upon the conversion of
HLP  Ordinary  Units  that  were  outstanding  on  the  date  hereof;

          (m)     change  or  amend the HT Declaration of Trust, HT's bylaws,
the HLP Certificate of Limited Partnership, the HLP Partnership Agreement or any
other  organizational  document  of  HT,  HLP,  or  any  Subsidiary;


                                                                              29
<PAGE>
          (n)     (i)  incur  any  indebtedness  for  borrowed  money  (except
(A)  to  finance  any  transactions  or  other  expenditures  permitted  by this
Agreement (including those referred to in Section 3.1(g)) and regular borrowings
under  credit  facilities  made  in  the ordinary course of HT's cash management
practices,  and  (B)  refinancings  of  existing  debt or guarantees of any such
indebtedness,  or  issue  or  sell  any debt securities or warrants or rights to
acquire  any  debt securities of HT, HLP or any Subsidiary or guarantee any debt
securities  of  others,  (ii) create any mortgages, liens, security interests or
similar  other  Encumbrances  on  the  property  of HT, HLP or any Subsidiary in
connection  with  any indebtedness thereof; (iii) assume, guarantee, endorse, or
otherwise  become  liable  or  responsible  (whether  directly, contingently, or
otherwise)  for  the  obligations  of  any other Person; or (iv) make any loans,
advances,  or  capital  contributions  to,  or  investments  in,  any  Person;

          (o)     (i)  make  or  rescind  any  material  express  or  deemed
election  relating  to Taxes (except as required by law or necessary to preserve
HT's  status  as  a  REIT  or  the  status  of any of HLP or any Subsidiary as a
partnership  or  a  disregarded  entity  for Federal income Tax purposes or as a
qualified  REIT subsidiary under Section 856(i) of the Code or as a taxable REIT
subsidiary  under  Section  856(l) of the Code) unless it is reasonably expected
that  such  action  will  not  materially  and  adversely  affect HT, HLP or any
Subsidiary,  including  elections  for any and all joint ventures, partnerships,
limited  liability  companies  or other investments where HT has the capacity to
make  such  binding  election,  (ii)  settle  or  compromise any material claim,
action,  suit,  litigation,  proceeding,  arbitration,  investigation,  audit or
controversy  relating  to Taxes, except where such settlement or compromise will
not  materially  and  adversely  affect HT, HLP or any Subsidiary and except any
settlement  or  compromise relating to contests or protests relating to property
Tax valuations undertaken by HT, HLP or any Subsidiary in the ordinary course of
business,  or  (iii)  change  in  any  material  respect  any  of its methods of
reporting  income  or  deductions  for  Federal  income  Tax purposes from those
employed  in  the  preparation  of its Federal income Tax returns that have been
filed  for  prior  taxable years, except as may be required by applicable law or
except  for changes that will not materially and adversely affect HT, HLP or any
Subsidiary;

          (p)     engage  in  any  transactions with any of its Affiliates other
than transactions approved by CHP in writing or expressly contemplated hereby or
by  the  Transaction  Documents;

          (q)     terminate  the  services  of its or their current officers and
employees  or  terminate  or  in  any  way  materially  damage  or  impair  its
relationship  with  its or their customers, suppliers and others having business
dealings  with  it;

          (r)     authorize,  recommend,  propose  or  announce  an intention to
adopt a plan of complete or partial liquidation or dissolution of HT, HLP or any
Subsidiary,  provided that dispositions in accordance with Section 3.1(h) hereof
shall  not  be  deemed  a  partial  liquidation;

          (s)     make  any  changes  in  its  or their accounting methods which
would be required to be disclosed under GAAP or the rules and regulations of the
SEC,  except  as  required  by  law,  rule,  regulation  or  GAAP;

          (t)     materially  amend  or  terminate, or waive compliance with the
terms of or breaches under, any Material Contract, or enter into a new contract,
agreement  or  arrangement


                                                                              30
<PAGE>
not  listed  on  Schedule  2.1(t) of the HT Disclosure Schedule that, if entered
into  prior  to  the  date hereof, would have been required to be listed on such
schedule;

          (u)     take  any  action  to  increase  the  size  of  HT's  Board of
Trustees,  remove  any trustee or, except as expressly contemplated hereby, fill
any  vacancies  created  by  the  death,  resignation or removal of any Trustee;

          (v)     take  any  action,  the  result  of  which  is the withdrawal,
resignation  or  removal  of  HT  as  the  general  partner  of  HLP;  or

          (w)     agree,  or  make any commitment, orally or in writing, to take
any  action  prohibited  by this Agreement or which it is reasonably foreseeable
could  cause  a breach of any of the representations or warranties or conditions
or  covenants  contained  herein.

     3.2     Access  and  Information.
             ------------------------

          (a)     Until  the First Closing, HT shall, upon reasonable notice and
in  such  manner  as  shall  not  unreasonably interfere with the conduct of the
business  of  HT  and  HLP,  afford CHP and its representatives (including CHP's
accountants,  business  advisors  and  legal  counsel) full access during normal
business  hours,  to all properties, books, records, Phase I, Phase II and other
environmental  reports  and  Tax  returns of HT, HLP and each Subsidiary and all
other  information with respect to its and their business(es), together with the
opportunity  to  make copies of such books, records, Phase I, Phase II and other
environmental reports and other documents and to discuss the business(es) of HT,
HLP  and  each of their Subsidiaries with such officers, trustees, and employees
of,  and  accountants  and  counsel for, HT, HLP and any Subsidiary as CHP deems
reasonably  necessary  or  appropriate  for the purposes of familiarizing itself
with  HT,  HLP  and  each Subsidiary.  In furtherance of the foregoing, HT shall
authorize and instruct its accountants to meet with CHP and its representatives,
including  CHP's  independent  public  accountants,  to discuss the business and
accounts  of  HT,  HLP  and  each  Subsidiary and to make available to (with the
opportunity  to  make  copies  by)  CHP  and  its representatives, including its
independent  public  accountants, all the work papers of its accountants related
to their audit and review of the financial statements and Tax returns of HT, HLP
and  each  Subsidiary.

          (b)     Until  such  time as CHP ceases to hold Class A Common Shares,
Preferred Units and/or Series A Preferred Shares or any other class or series of
shares  of  HT,  HLP  or  Subsidiary  equity, which on an as converted/exchanged
basis,  represents  less  than  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  HT and HLP securities convertible into or exchangeable for HT
Common  Shares),  within  30 days after the end of each calendar month, HT shall
deliver  to CHP the monthly operating statements for HT, HLP and each Subsidiary
(in  a  form  reasonably  acceptable  to  CHP)  prepared in accordance with GAAP
consistent  with  past  practices.

     3.3     Notification  of  Certain  Matters.  HT  shall  give prompt written
             ----------------------------------
notice  to  CHP of (a) the occurrence or failure to occur, of any event of which
it,  HLP  or  any  Subsidiary has Knowledge that has caused or that would likely
cause  any  representation or warranty of HT, HLP or any Subsidiary contained in
this  Agreement  or  any  Transaction Document to be untrue


                                                                              31
<PAGE>
or  inaccurate  in any material respect at any time after the date hereof or (b)
the  failure of HT, HLP, or any Subsidiary or any officer, director, employee or
agent  of  HT,  HLP, or any Subsidiary to comply with or satisfy in any material
respect any covenant, condition or agreement to be complied with or satisfied by
it  hereunder  or  under  any  Transaction  Document. No such notification shall
affect  the  representations  or  warranties of the parties or the conditions to
their  respective  obligations  hereunder. This covenant shall terminate at such
time  as  each  representation  and  warranty of HT, HLP and each Subsidiary set
forth  in  Section  2.1  terminates  pursuant  to  Section  9.1  hereof.

     3.4     Third Party Consents.  After the date hereof and prior to the First
             --------------------
Closing,  HT,  HLP  and  each  Subsidiary  shall use all commercially reasonable
efforts,  including  making  any  commercially  reasonable required payments, to
obtain  the written consent, waiver or approval required (i) with respect to any
of  the  items  required  by  the  items  set forth on Schedule 2.1(c) of the HT
Disclosure  Schedule  and (ii) from any other party to any contract or agreement
that  is  required  to  permit the consummation of the transactions contemplated
hereby  or  under  any  Transaction  Document.

     3.5     Appointment  of  Observer  to  the HT Board of Trustees.  Effective
             -------------------------------------------------------
simultaneously  with  the  First Closing, HT shall have irrevocably appointed or
shall  have  caused  the  irrevocable  appointment  of  at  least one individual
designated by CHP as an observer to HT's Board of Trustees and to each committee
of  HT's  Board  of  Trustees  and  shall  have  delivered  to CHP a copy of the
resolution(s)  of  the  Board  of  Trustees  reflecting  these  actions.

     3.6     Waiver of Anti-Takeover Statute.  HT and HLP shall, and shall cause
             -------------------------------
each  Subsidiary  to,  duly  exempt  from,  or waive on an irrevocable basis any
applicable State law restrictions on, CHP's ownership of Preferred Units, Series
A  Preferred  Shares into which the Preferred Units are exchangeable and Class A
Shares into which Preferred Units and Series A Preferred Shares are exchangeable
or convertible, or any other class or series of HT, HLP or Subsidiary equity, as
the  case  may  be,  including,  without limitation, exemption from the "control
share"  provisions  (Title 3, Subtitle 7 of the Maryland General Corporation Law
(the  "MGCL")  (or any successor statute)) and "business combination" provisions
(Title  3,  Subtitle  6)  of  the  MGCL, as amended from time to time, and shall
deliver  to  CHP resolutions of HT's Board of Trustees reflecting these actions.

     3.7     Insurance.  HT  and  HLP shall, and shall cause each Subsidiary to,
             ---------
use all commercially reasonable efforts to maintain with financially responsible
insurance  companies  insurance in such amount and against such risks and losses
as  are customary for companies engaged in their respective businesses (provided
that  the  types and amounts with the insurers shown on Schedule 2.1(q) shall be
deemed  sufficient  by  the  parties)  to and at such time as CHP shall have the
right  to  nominate  and elect a member to HT's Board of Trustees, HT shall have
purchased  directors'  and  officers'  liability  insurance  with respect to all
members  of  HT's  Board of Trustees and on such terms and with such financially
responsible  insurance  companies  as  are  reasonably  customary  for companies
engaged  in  its  business.

     3.8     Use of Purchase Price; Use of Proceeds.  Except as set forth in the
             --------------------------------------
next sentence, HLP shall use all of the Purchase Price for purposes of acquiring
joint  venture investments and assets pursuant to the terms of the Joint Venture
Agreement.  HLP  may  use (i) up to $5.0 million


                                                                              32
<PAGE>
of  the  aggregate Purchase Price to increase HLP's existing development line of
credit  for purposes of making loans to Affiliates to fund development projects,
pursuant  to  the  terms  of  the  Joint  Venture  Agreement  and  (ii) up to an
additional  $10.0  million  of  the  aggregate  Purchase Price for discretionary
purposes  unrelated  to transactions contemplated by the Joint Venture Agreement
(which,  for  purposes  of  the  Joint  Venture Agreement, is referred to as the
"Discretionary  Capital").
 ----------------------

     3.9     Legal  Opinions.  HT and HLP shall obtain and deliver to CHP (i) an
             ---------------
opinion from Hunton & Williams LLP, counsel to HT, dated as of the First Closing
Date, in substantially the form attached hereto as Exhibit A (the "HW Opinion"),
                                                                   ----------
(ii)  a  tax  opinion from Hunton & Williams LLP, tax counsel to HT, dated as of
each  Closing  Date, in substantially the form attached hereto as Exhibit B (the
"HW  Tax  Opinion") and (iii) an opinion from Ballard Spahr Andrews & Ingersoll,
 ------------------
LLP,  Maryland  counsel  to  HT,  dated  as  of  the  First  Closing  Date,  in
substantially  the  form  attached  hereto  as  Exhibit  C  (the "BSA Opinion").
                                                                  -----------

     3.10     Execution  and  Delivery  of  Excepted Holder Agreement.  HT shall
              -------------------------------------------------------
execute  and  deliver  to  CHP an excepted holder agreement in the form attached
hereto  as  Exhibit  D  (the  "Excepted  Holder  Agreement").
                               ---------------------------

     3.11     Registration  Rights  Agreement.  HT  shall execute and deliver to
              -------------------------------
CHP  the  Registration Rights Agreement in the form attached hereto as Exhibit E
(the  "Registration  Rights  Agreement").
       -------------------------------

     3.12     Existing  Registration  Rights.  HT  shall  cause  its  existing
              ------------------------------
registration rights agreements, to be amended by an acknowledgement that holders
of  such  rights'  existing  registration  rights  are  subordinated  to  CHP's
registration  rights  (the  "Registration  Rights  Acknowledgement") in the form
                             -------------------------------------
attached  hereto  as  Exhibit  F  and  shall have delivered to CHP duly executed
copies  of  same.

     3.13     HLP  Partnership  Agreement.  HT  and  HLP  shall  cause  the  HLP
              ---------------------------
Partnership  Agreement  to  be  amended in the form attached hereto as Exhibit G
(the  "Second  Amendment  to  the  HLP  Partnership  Agreement")  and shall have
       -------------------------------------------------------
delivered  to  CHP  a  duly  executed  copy  of  the  same.

     3.14     Joint Venture Agreement.  HLP shall execute and deliver to CHP the
              -----------------------
joint  venture  agreement  in  the form attached hereto as Exhibit H (the "Joint
                                                                           -----
Venture  Agreement").
------------------

     3.15     Filing  of  Articles  Supplementary  andCapital  Stock  Matters.
              ---------------------------------------------------------------

          (a)     HT  shall file the Articles Supplementary in the form attached
hereto  as  Exhibit  I  on  or  prior  to  the First Closing Date with the State
Department  of  Assessments  and Taxation of Maryland (the "SDAT") in accordance
                                                            ----
with  Maryland law and take any and all actions necessary to cause such Articles
Supplementary  to  be  accepted  for  filing.

          (b)     HT  shall reserve and shall keep available for issuance (i) at
all times when any Series A Preferred Shares or Preferred Units are outstanding,
solely  for  the  purpose  of effecting the conversion of the Series A Preferred
Shares, the total number of shares of Class A Shares issuable upon conversion of
the  outstanding  Series  A  Preferred  Shares; (ii) at all times


                                                                              33
<PAGE>
when  Preferred  Units  are outstanding, solely for the purpose of effecting the
exchange  of  the  Preferred  Units,  the  total  number  of  shares of Series A
Preferred  Shares  and  Class A Shares issuable upon exchange of the outstanding
Preferred  Units;  (iii)  at all times when Preferred Units are outstanding, the
total  number  of  shares  of  Class  A Shares issuable upon the exchange of the
outstanding  Preferred  Units;  and  (iv)  shall take such action, if any, as is
necessary  or  appropriate to cause the HT Declaration of Trust to be amended to
provide  for  a  sufficient number of authorized but unissued Series A Preferred
Shares  and  Class  A  Shares  to  enable  the  foregoing  issuances.

     3.16     Stock  Exchange  Listing.  HT  shall  cause the underlying Class A
              ------------------------
Shares  into  which  all  such Preferred Units and Series A Preferred Shares are
exchangeable  or  convertible to be authorized for listing on the American Stock
Exchange,  ("AMEX")  subject  to  official  notice  of  issuance.
             ----

     3.17     Certain  Other  Actions.
              -----------------------

          (a)     HT shall, and shall cause HLP and each Subsidiary to, duly and
timely  file  all  reports, Tax returns and other documents required to be filed
with  Federal,  state,  local  and  other  authorities,  subject  to  extensions
permitted  by  applicable  law;  provided that, such extensions do not adversely
                                 -------- ----
affect  the  status  of  any  such  entity  to qualify as a REIT under the Code.

          (b)     HT and HLP shall, and shall cause each Subsidiary to, take (or
refrain  from taking, as applicable) such action(s) as are necessary to maintain
the status of HT as a REIT for Federal income Tax purposes, through each Closing
Date  including  making or rescinding any express or deemed election relative to
Taxes (unless, in the case of HT, it is required by law or necessary to preserve
the  status  of  HT  as  a  REIT  for  Federal  income  Tax  purposes).

          (c)     In  connection  with  any  acquisition,  disposition  or other
extraordinary  corporate  transaction  involving  HT,  HLP or any Subsidiary, HT
shall  deliver  to CHP, within a reasonable period of time prior to consummation
of  such  transaction,  a  summary  of the material terms and an analysis of the
Federal  and  state  Tax  implications  of  such  transaction.

          (d)     HT and HLP shall take, and shall cause each Subsidiary to take
(or  refrain  from  taking,  as  applicable)  such action(s) as are necessary to
maintain  such  disclosure  controls  and  procedures to ensure that information
required  to  be disclosed in HT's reports filed or submitted under the Exchange
Act,  is  accumulated  and communicated to HT's management, including HT's Chief
Executive  Officer  and  Chief  Financial  Officer  to  allow  timely  decisions
regarding  required  disclosure.

          3.18     HT  TRS  Restructuring.
                   ----------------------

               (a)     By  June 30, 2003, HT shall (i) form a corporation in the
State  of  Delaware  which  shall  qualify  as a "taxable REIT subsidiary" of HT
(within the meaning of Section 856(l) of the Code, hereinafter, an "HT TRS") and
                                                                    ------
(ii)  cause  the  HT  TRS to issue common stock such that 99% of its outstanding
common  stock  is  held  by  Hersha  Hospitality  Management,  L.P.


                                                                              34
<PAGE>
("HHMLP") or wholly-owned subsidiaries of HHMLP and 1% of its outstanding common
  -----
stock  is  held  by  HT.

               (b)     HHMLP  shall  contribute  to  the HT TRS all of its hotel
operating leases with HLP and/or subsidiaries of HLP (the "Contributed Leases").
                                                           ------------------
               (c)     HT shall contribute to the HT TRS cash in an amount equal
to  1.01%  of fair market value of the Contributed Leases in exchange for its 1%
interest  in  the  outstanding  common  stock  of  the  HT  TRS.

               (d)     HT  shall  cause  the  HT  TRS  to enter into one or more
management  agreements with HHMLP for the operation of the hotels covered by the
Contributed  Leases.

          3.19     REIT  Training.     Not  later than thirty days following the
                   --------------
date  of  this  Agreement,  HT  shall  cause  in-house  legal counsel to receive
educational  guidance  on  REIT qualification considerations pursuant to Section
856  of the Code from outside national tax counsel with REIT tax expertise in an
amount  sufficient  to  reasonably  ensure  the continued status of HT as a real
estate  investment  trust  (the "REIT Training"), and during the period CHP is a
                                 -------------
Partner  of  HLP,  a  Partner  in  the  Joint  Venture  or  owns beneficially or
otherwise,  equity  shares  in  HT,  shall  perform  and  provide  copies of its
quarterly  income/asset  testing  to  outside national tax counsel with REIT tax
expertise  and CHP's in-house tax counsel not later than ten (10) days following
the  close  of each calendar quarter. In addition to the foregoing, all of HLP's
direct  and  indirect  investments  with  a  net  fair market value in excess of
$5,000,000,  and  all  third-party  agreements  which contemplate the payment or
receipt  of  funds  in  any twelve month period of time in excess of $500,000 or
projected  to  provide  HLP, directly or indirectly, with annual gross income in
excess  of  $500,000 shall be reviewed by outside national tax counsel with REIT
tax  expertise  prior  to  being  executed, and CHP shall be given notice of the
intended  acquisition  of  any  such  asset or execution of any such third party
agreement  within  five  (5)  days  of  the  date  such  review  is  concluded.

                                   ARTICLE 3A

                                 COVENANT OF CHP
                                 ---------------


          3A.1     Fairness  Opinion.  At  any  time  when CHP beneficially owns
                   -----------------
more than fifty percent (50%) of the issued and outstanding HT Common Stock, CHP
and its "affiliates" or "associates", as such terms are defined in Section 3-601
of  the  MGCL, shall not initiate or consummate (i) any merger, consolidation or
share  exchange  with  HT,  HLP  or any of their Subsidiaries, or (ii) any sale,
lease,  transfer  or  other  acquisition,  other  than in the ordinary course of
business,  in  one  transaction  or  a  series  of related transactions within a
12-month  period, of all or substantially all of the assets of HT or HLP, unless
the  Board  of  Trustees  of  HT  has received a written opinion of a nationally
recognized  financial advisor to the effect that as of the date of such opinion,
the  consideration  to  be  received  by  the holders of HT Common Stock in such
transaction  is  fair,  from  a  financial  point  of  view.


                                                                              35
<PAGE>
                                    ARTICLE 4

                                MUTUAL COVENANTS
                                ----------------

     4.1     Additional  Agreements.  Subject to the terms and conditions herein
             ----------------------
provided,  HT,  HLP  and  each Subsidiary, on the one hand, and CHP on the other
hand, shall take, or cause to be taken, all actions and shall do, or cause to be
done, all things necessary, appropriate or desirable under any applicable law or
regulation  or  under  any applicable governing agreement to consummate and make
effective  the  transactions  contemplated by this Agreement and the Transaction
Documents  including  using  all  reasonable  efforts  to  obtain  all necessary
waivers,  consents and approvals related to it and take all actions necessary to
effect  all necessary registrations and filings.  HT, HLP and each Subsidiary on
the  one  hand, and CHP on the other hand, shall take, or cause to be taken, all
action  or  shall  do, or cause to be done, all things necessary, appropriate or
desirable  to  cause  its  covenants  and  conditions it is obligated to satisfy
applicable  to the transactions contemplated hereby to be performed or satisfied
as  soon  as  practicable.  In  addition,  if any Governmental Entity shall have
issued an order, decree, ruling or injunction, or taken any other action related
to  HT,  HLP  or  any Subsidiary, on the one hand or CHP, on the other hand that
would  have  the  effect  of  restraining, enjoining or otherwise prohibiting or
preventing  the  consummation of the transactions contemplated by this Agreement
and  the  Transaction  Documents,  such  party that is the subject of the order,
decree,  ruling,  etc. shall use its reasonable best efforts to have such order,
decree,  ruling  or  injunction  or other action declared ineffective as soon as
practicable.  If  at  any  time  after  each Closing Date, any further action is
necessary  to  be  taken  so  as  to  comply with this Agreement, the applicable
part(ies)  to this Agreement or their duly authorized representatives shall take
all  such  action.

     4.2     Advice  of  Changes;  SEC Filings.  The parties hereto shall confer
             ---------------------------------
with  each other on a regular basis, report on HT's, HLP's and each Subsidiary's
operational  matters and promptly advise each other orally and in writing of any
change or event which has caused, or could reasonably be expected to have caused
or  to  cause,  a  breach of a representation, warranty or covenant contained in
this Agreement or in any of the Transaction Documents.  The parties hereto shall
promptly  provide each other (or their respective counsel) copies of all filings
made by such party or its subsidiaries, as applicable, with the SEC or any other
state  or  federal  Governmental  Entity  in connection with this Agreement, the
Transaction  Documents  and  the  transactions  contemplated  hereby or thereby.

                                    ARTICLE 5

                              CONDITIONS PRECEDENT
                              --------------------

     5.1     Conditions  to Each Party's Obligation.  The respective obligations
             --------------------------------------
of CHP, HT and HLP to effect the transactions contemplated by this Agreement are
subject  to  the  satisfaction  of  the following conditions on or prior to each
Closing  Date:

          (a)     Consents and Approvals.  All authorizations, consents, orders,
                  ----------------------
or  approvals  of,  or  declarations  or filings with, or expirations of waiting
periods  imposed  by,  any Governmental Entity necessary for the consummation of
the transactions contemplated by this Agreement shall have been filed, occurred,
run  or  been  obtained.


                                                                              36
<PAGE>
          (b)     No Injunctions or Restraints.  No temporary restraining order,
                  ----------------------------
preliminary  or  permanent  injunction,  or  other  order issued by any court of
competent  jurisdiction  or  other legal restraint or prohibition preventing the
consummation  of  the  transactions  contemplated  hereby  shall  be  in effect.

          (c)     No  Action.  No  action shall have been taken nor any statute,
                  ----------
rule,  regulation or order shall have been enacted or issued by any Governmental
Entity  that  makes  the  consummation  of  the transactions contemplated hereby
illegal.

     5.2     Conditions  to  Obligations  of  CHP  at  the  First  Closing.  The
             -------------------------------------------------------------
obligation  of  CHP  to effect the transactions contemplated hereby at the First
Closing  is  subject  to the satisfaction of the following conditions unless, to
the  extent  permitted  by  applicable law, waived, in whole or in part, by CHP:

          (a)     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties  of  HT and HLP set forth in this Agreement shall be true and correct
in  all material respects (provided that any representation or warranty of HT or
HLP  contained herein that is qualified by a materiality qualifier or a Material
Adverse  Effect qualification, or words of similar meaning, shall not be further
qualified  hereby)  as  of  the date hereof and as of the First Closing Date, as
though  made on or as of the First Closing Date (other than such representations
and  warranties  which address matters only as of a certain date, which shall be
true  and correct as of such date), and CHP shall have received a certificate to
the  foregoing effect signed by the chief executive officers and chief financial
officers  of  HT  and  HLP.

          (b)     Performance  of  Obligations.  HT and HLP shall have performed
                  ----------------------------
and shall have caused each Subsidiary to have performed in all material respects
(provided  that  any  covenant  or  agreement that is qualified by a materiality
qualifier  or  Material Adverse Effect qualification or words of similar meaning
shall  not be further qualified hereby) all obligations required to be performed
by them under this Agreement prior to the First Closing Date, and CHP shall have
received a certificate to such effect signed by the chief executive officers and
chief  financial  officers  of  HT  and  HLP.

          (c)     Third  Party Consents.  CHP shall have been furnished with any
                  ---------------------
such  written  consent,  approval  or waiver contemplated by Section 3.4 hereof.

          (d)     Appointment  of  Board  of  Trustee  Observer.  HT's  Board of
                  ---------------------------------------------
Trustees shall have appointed one individual designated by CHP as an observer to
HT's  Board of Trustees and to each committee of HT's Board of Trustees, and CHP
shall  have  received  a  copy  of  the  resolutions  of  HT's Board of Trustees
reflecting  these  actions.  Such resolution shall be irrevocable and shall only
terminate  upon  the  first  to  occur  of (i) such time as CHP, pursuant to the
Articles  Supplementary,  shall  nominate and elect a Trustee to the HT Board of
Trustees  (the  "Observer  Resolution")  or (ii) such time as CHP ceases to hold
                 --------------------
Class  A  Common Shares, Preferred Units and/or Series A Preferred Shares or any
other  class  or  series  of  HT,  HLP  or  Subsidiary  equity,  which  on an as
converted/exchanged  basis,  represents  in the aggregate less than 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 HT and HLP securities convertible
into  or  exchangeable  for  HT  Common  Shares).


                                                                              37
<PAGE>
          (e)     Legal  Opinion.  CHP  shall  have  received  the  HW  Opinion.
                  --------------

          (f)     Tax  Opinion.  CHP  shall  have  received  the HW Tax Opinion.
                  ------------

          (g)     BSA  Opinion.  CHP  shall  have  received  the  BSA  Opinion.
                  ------------

          (h)     Excepted  Holder  Agreement.  HT  shall  have  executed  and
                  ---------------------------
delivered  to  CHP  the  Excepted Holder Agreement and CHP shall have received a
copy  of  the  resolutions  of  HT's Board of Trustees reflecting these actions.

          (i)     Registration  Rights  Agreement.  HT  shall  have executed and
                  -------------------------------
delivered  to  CHP  the  Registration  Rights  Agreement.

          (j)     Registration Rights Acknowledgement.  HT shall have caused its
                  -----------------------------------
existing  registration rights agreement to be amended by the Registration Rights
Acknowledgement  in  the  form  attached  hereto  as  Exhibit  F  and shall have
delivered  to  CHP  duly  executed  copies  of  same.

          (k)     Second Amendment to the HLP Partnership Agreement.  HT and HLP
                  -------------------------------------------------
shall  have  caused  the Second Amendment to the HLP Partnership Agreement to be
executed  and  delivered  to  CHP.

          (l)     Joint Venture Agreement.  HT shall have executed and delivered
                  -----------------------
to  CHP  the  Joint  Venture  Agreement.

          (m)     Filing  of Articles Supplementary; Good Standing Certificates.
                  -------------------------------------------------------------
HT  shall have filed the Articles Supplementary with the SDAT in accordance with
Maryland  law  and  the same shall have been accepted and filed.  The SDAT shall
have issued a Short Form Good Standing Certificate regarding HT and the Virginia
State  Corporation  Commission  shall  have  issued  a  Short Form Good Standing
Certificate  regarding  HLP,  in each case as of a date no earlier than five (5)
days  prior  to  the  First  Closing  Date.

          (n)     Stock  Exchange Listing.  All of the underlying Class A Shares
                  -----------------------
into  or  for  which  all such Series A Preferred Shares and Preferred Units are
convertible  or  exchangeable, as the case may be, together with such additional
number  of  shares of Class A Shares as may be necessary as a reasonable reserve
for  purposes  of  effecting  the anti-dilution rights set forth in the Articles
Supplementary  and the HLP Partnership Agreement, shall have been authorized for
listing  on  the  AMEX,  subject  to  official  notice  of  issuance.

          (o)     No  Litigation.  No litigation or administrative proceeding or
                  --------------
investigation  (whether  formal  or  informal)  shall  be  pending  or,  to HT's
Knowledge,  threatened  which challenges the transactions contemplated hereby or
by  any  Transaction  Document.

          (p)     No Material Adverse Effect.  There shall not have occurred any
                  --------------------------
event,  circumstance,  condition, fact, effect, or other matter which has had or
could  reasonably  be  expected  to have a Material Adverse Effect or materially
affect  the  ability  of any of HT, HLP or any Subsidiary to perform on a timely
basis any obligation under this Agreement or any of the Transaction Documents to
which  such  Person  is  a  party or to consummate the transactions contemplated
hereby  or  thereby.


                                                                              38
<PAGE>
          (q)     Transaction  Approval.  HT shall have obtained the affirmative
                  ---------------------
consent  of  its  Board  of Trustees, approving the transactions contemplated by
this  Agreement  and  the  Transaction  Documents.

          (r)     Anti-Takeover  Resolution.  HT's  Board of Trustees shall have
                  -------------------------
irrevocably  exempted  the  transactions  contemplated  by  this  Agreement, the
Transaction  Documents,  and  CHP  from  application  of  the  "control  share"
provisions  (Title  3,  Subtitle  7  of the MGCL (or any successor statute)) and
"business  combination" provisions (Title 3, Subtitle 6) of the MGCL, as amended
from  time  to  time,  and  shall  deliver  to  CHP resolutions of HT's Board of
Trustees  reflecting  these  actions.

          (s)     Intentionally  Omitted.
                  -----------------------

          (t)     Closing  Deliveries.  All documents, instruments, certificates
                  -------------------
or other items required to be delivered by HT and HLP pursuant to Section 6.2(b)
shall  have  been  delivered.

     5.3     Conditions  to Obligations of HT and HLP at the First Closing.  The
             -------------------------------------------------------------
obligation  of  HT and HLP to effect the transactions contemplated hereby at the
First  Closing is subject to the satisfaction of the following conditions unless
waived,  in  whole  or  in  part,  by  HT.

          (a)     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties  of  CHP set forth in this Agreement shall be true and correct in all
material respects (provided that any representation or warranty of CHP contained
herein  that is qualified by a materiality qualifier or words of similar meaning
shall not be further qualified hereby) as of the date hereof and as of the First
Closing Date, as though made on or as of the First Closing Date (other than such
representations  and warranties which address matters only as of a certain date,
which  shall  be true and correct as of such date), and HT shall have received a
certificate  to  the  foregoing  effect signed on behalf of CHP by an authorized
executive  officer  of  CHP.

          (b)     Performance  of  Obligations.  CHP shall have performed in all
                  ----------------------------
material  respects (provided that any covenant or agreement that is qualified by
a  materiality  qualifier  or  words  of  similar  meaning  shall not be further
qualified  hereby)  the  obligations  required  to be performed by it under this
Agreement  prior  to  the  First  Closing  Date,  and  HT  shall have received a
certificate  to  such  effect signed on behalf of CHP by an authorized executive
officer  of  CHP.

          (c)     Excepted  Holder  Agreement.  CHP  shall  have  executed  and
                  ---------------------------
delivered  to  HT  a  counterpart  copy  of  the  Excepted  Holder  Agreement.

          (d)     Registration  Rights  Agreement.  CHP  shall have executed and
                  -------------------------------
delivered  to  HT  a  counterpart  copy  of  the  Registration Rights Agreement.

          (e)     Second  Amendment to the HLP Partnership Agreement.  CHP shall
                  --------------------------------------------------
have  executed and delivered to HT a counterpart copy of the Second Amendment to
the  HLP  Partnership  Agreement.

          (f)     Joint  Venture  Agreement.  CHP  shall  have  executed  and
                  -------------------------
delivered  to  HT  a  counterpart  copy  of  the  Joint  Venture  Agreement.


                                                                              39
<PAGE>
          (g)     Standstill  Agreement.  CHP  shall have executed and delivered
                  ---------------------
to  HT  a  counterpart  copy  of  the  Standstill  Agreement.

          (h)     Transaction Approval.  CHP shall have obtained the affirmative
                  --------------------
consent  of its General Partner, approving the transactions contemplated by this
Agreement  and  the  Transaction  Documents.

          (i)     Closing  Deliveries.  All documents, instruments, certificates
                  -------------------
or  other items required to be delivered by CHP pursuant to Section 6.2(a) shall
have  been  delivered.

     5.4     Conditions  to  Obligations  of  CHP at the Second Closing and each
             -------------------------------------------------------------------
Subsequent  Closing.  The  obligation  of  CHP  to  effect  the  transactions
-------------------
contemplated  hereby  at  the  Second  Closing and at each Subsequent Closing is
subject  to the satisfaction of the following conditions unless waived, in whole
or  in  part,  by  CHP:

          (a)     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties  of  HT  and HLP set forth in this Agreement shall have been true and
correct  in  all material respects (provided that any representation or warranty
of  HT or HLP contained herein that is qualified by a materiality qualifier or a
Material  Adverse  Effect qualification or words of similar meaning shall not be
further  qualified  hereby)  as  of  the Second Closing Date and each Subsequent
Closing  Date,  as  though  made  on  or  as of the Second Closing Date and each
Subsequent  Closing  Date  (other than such representations and warranties which
address matters only as of a certain date, which shall be true and correct as of
such  date),  and  CHP shall have received a certificate to the foregoing effect
signed  by  the  chief executive officers and chief financial officers of HT and
HLP.

          (b)     Performance  of  Obligations.  HT and HLP shall have performed
                  ----------------------------
in  all  material  respects  (provided  that  any  covenant or agreement that is
qualified by a materiality qualifier or Material Adverse Effect qualification or
words  of similar meaning shall not be further qualified hereby) all obligations
required  to  be  performed  by  it  under  this  Agreement  and the Transaction
Documents  prior  to  the  Second Closing Date and each Subsequent Closing Date,
including,  without  limitation,  performance  of  the  covenants  set  forth in
Sections 3.18 and 3.19 hereof, and CHP shall have received a certificate to such
effect signed by the chief executive officers and chief financial officers of HT
and  HLP.

          (c)     Closing  Deliveries.  All documents, instruments, certificates
                  -------------------
or  other  items required to be delivered by HT pursuant to Section 6.3(b) shall
have  been  delivered.

          (d)     First  Closing.  The  First  Closing  shall  have  occurred.
                  --------------

          (e)     No  Litigation.  No litigation or administrative proceeding or
                  --------------
investigation  (whether  formal  or  informal)  shall  be  pending  or, to CHP's
Knowledge,  threatened  which  challenges  the transactions contemplated hereby.

          (f)     No Material Adverse Effect.  There shall not have occurred any
                  --------------------------
event,  circumstance,  condition, fact, effect, or other matter which has had or
could  reasonably  be  expected  to have a Material Adverse Effect or materially
affect  the  ability  of any of HT, HLP or any Subsidiary to perform on a timely
basis any obligation under this Agreement or any of the


                                                                              40
<PAGE>
Transaction  Documents  to  which  such  Person  is a party or to consummate the
transactions  contemplated  hereby  or  thereby.

          5.4A     Condition  to  Obligations of CHP at each Subsequent Closing.
                   ------------------------------------------------------------
CHP  shall  not  be required to purchase in excess of 250,000 Preferred Units in
the aggregate (pursuant to this Section 5.4A), and provided further however that
CHP  shall  not be obligated to purchase any Subsequent Closing Units until such
time  as HLP is or has been obligated to make an Additional Capital Contribution
to  the  Joint  Venture in connection with an Approved Acquisition in accordance
with  Section  4.3  of  the  Joint  Venture  Agreement. Upon satisfaction of the
condition  set  forth  in the preceding sentence, at any Subsequent Closing, CHP
shall only be obligated to purchase such number of Subsequent Closing Units (not
to  exceed  100,000 in the aggregate) which results in a Purchase Price equal to
the  total amount HLP is or has been required to contribute to the Joint Venture
in  connection with one or more Approved Acquisitions pursuant to Section 4.3 of
the  Joint  Venture  Agreement,  less  the  Purchase  Price  for  the  number of
Subsequent  Closing  Units  acquired by CHP pursuant to such previous Subsequent
Closings,  if  any.  As  used  in  this  Section,  the terms "Additional Capital
Contribution"  and  "Approved  Acquisition"  shall have the meanings ascribed to
such  terms  in  the  Joint  Venture  Agreement.

     5.5     Conditions  to  Obligations of HT and HLP at the Second Closing and
             -------------------------------------------------------------------
Each  Subsequent  Closing.  The  obligation  of  HT  and  HLP  to  effect  the
-------------------------
transactions  contemplated  hereby  at the Second Closing and at each Subsequent
Closing  is  subject  to  the  satisfaction  of  the following conditions unless
waived,  in  whole  or  in  part,  by  HT  and  HLP.

          (a)     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties  of  CHP set forth in this Agreement shall be true and correct in all
material respects (provided that any representation or warranty of CHP contained
herein  that is qualified by a materiality qualifier or words of similar meaning
shall  not  be  further  qualified  hereby)  as of the date hereof and as of the
Second Closing Date and each Subsequent Closing Date, as though made on or as of
the  Second  Closing Date and each such Subsequent Closing Date (other than such
representations  and warranties which address matters only as of a certain date,
which  shall  be true and correct as of such date), and HT shall have received a
certificate  to  the  foregoing  effect signed on behalf of CHP by an authorized
officer  of  CHP.

          (b)     Performance  of  Obligations.  CHP shall have performed in all
                  ----------------------------
material  respects (provided that any covenant or agreement that is qualified by
a  materiality  qualifier  or  words  of  similar  meaning  shall not be further
qualified  hereby)  the  obligations  required  to be performed by it under this
Agreement  and  the  Transaction  Documents prior to the Second Closing Date and
each  such  Subsequent Closing Date, and HT shall have received a certificate to
such  effect  signed  on  behalf  of  CHP  by  an  authorized  officer  of  CHP.

          (c)     Closing  Deliveries.  All documents, instruments, certificates
                  -------------------
or  other items required to be delivered by CHP pursuant to Section 6.3(a) shall
have  been  delivered.

          (d)     First  Closing.  The  First  Closing  shall  have  occurred.
                  --------------


                                                                              41
<PAGE>
                                    ARTICLE 6

                                    CLOSING
                                    -------

     6.1     Closing.
             -------

          (a)     The  purchase and sale of the Preferred Units shall take place
at  two  or  more closings (the "Closings").  The First Closing shall take place
                                 --------
five  business  days  after satisfaction or waiver of each of the conditions set
forth  in  Sections  5.1,  5.2  and  5.3 at 10:30 a.m., Eastern time (the "First
                                                                           -----
Closing  Date").  The  Second  Closing  shall take place, subject to the earlier
-------------
satisfaction  or  waiver of each of the conditions set forth in Sections 5.4 and
5.5  at  10:30  a.m.  Eastern  time  on the date that is 30 days after the First
Closing  Date  and  in  the  event  such date is not a Business Day, on the next
following  Business  Day  (the  "Second Closing Date").  All Closings shall take
                                 -------------------
place  at  the offices of Greenberg Traurig, LLP, 450 South Orange Avenue, Suite
650,  Orlando,  Florida  32801,  unless  another  date  or place is agreed to in
writing  by  the  parties.  Each  Subsequent  Closing  shall  occur on the dates
provided  herein (each, a "Subsequent Closing Date" and, together with the First
                           -----------------------
Closing  Date  and  Second  Closing  Date, collectively, the "Closing Dates" and
                                                              -------------
individually,  a  "Closing  Date") on which HT provides written notice to CHP in
                   -------------
accordance  with  Section 9.8 hereof, requiring a Subsequent Closing to occur at
the  offices  of Greenberg Traurig, LLP, as described above, unless another date
or  place  is  agreed  to  in  writing  by  the  parties.

          (b)     As  used in this Agreement, "Business Day" means any day other
                                               ------------
than  (i)  a  Saturday  or Sunday or (ii) a day on which commercial banks in New
York  City,  New  York  are  authorized  or  required  to  be  closed.

     6.2     Actions  to  Occur  at  the  First  Closing.
             -------------------------------------------

          (a)     At  the  First  Closing,  CHP  shall deliver to HT and HLP the
following:

               (i)     Purchase  Price.  An  amount  equal  to  the  aggregate
                       ---------------
Purchase  Price, as reduced in accordance with Section 1.2 hereof, for the First
Closing  Units,  by  wire  transfer of immediately available funds to an account
designated  by  HLP;

               (ii)     Certificates.  The  certificates referred to in Sections
                        ------------
5.3(a)  and  5.3(b);

               (iii)     Excepted  Holder  Agreement.  A counterpart copy of the
                         ---------------------------
Excepted  Holder  Agreement  executed  by  CHP;

               (iv)     Registration  Rights  Agreement.  A  counterpart copy of
                        -------------------------------
the  Registration  Rights  Agreement  executed  by  CHP;

               (v)     Second  Amendment  to  the  HLP Partnership Agreement.  A
                       -----------------------------------------------------
counterpart  copy  of  the  Second  Amendment  to  the HLP Partnership Agreement
executed  by  CHP;


                                                                              42
<PAGE>
               (vi)     Joint  Venture  Agreement.  A  counterpart  copy  of the
                        -------------------------
Joint  Venture  Agreement  executed  by  CHP;

               (vii)    Standstill  Agreement.  A  counterpart  copy  of  the
                        ---------------------
Standstill  Agreement  executed  by  CHP;  and

               (viii)   Transaction  Approvals.  Written  consents  or  other
                        ----------------------
reasonably  acceptable  written evidence reflecting the approvals referred to in
Section  5.3(h).

          (b)     At  the  First Closing, HT shall deliver to CHP the following:

               (i)      Preferred Units Certificates.  Certificates representing
                        -----------------------------
the  First  Closing  Units;

               (ii)     Certificates.  The  certificates  described  in Sections
                        ------------
5.2(a)  and  5.2(b);

               (iii)    Third Party Consents.  The  original of each Consent, if
                        --------------------
any,  pursuant  to  Section  5.2(c);

               (iv)     The  Observer  Resolution.  A  copy  of a fully executed
                        -------------------------
Observer  Resolution in the form of a unanimous written consent of HT's Board of
Trustees  or  a Secretary's Certificate certifying that such Observer Resolution
was  duly  approved  and  adopted  by  HT's  Board of Trustees at a meeting duly
noticed  and  convened;

               (v)      Legal  Opinions.  The HW Opinion, the HW Tax Opinion and
                        ---------------
the  BSA  Opinion;

               (vi)     Excepted  Holder  Agreement.  A  counterpart  of  the
                        ---------------------------
Excepted  Holder  Agreement  executed  by  HT;

               (vii)    Registration  Rights  Agreement.  A  counterpart  of the
                        -------------------------------
Registration  Rights  Agreement  executed  by  HLP;

               (viii)   Registration  Rights  Acknowledgement.  A  copy  of each
                        -------------------------------------
fully  executed  Registration  Rights  Acknowledgement;

               (ix)     Second  Amendment  to  the HLP Partnership Agreement.  A
                        ----------------------------------------------------
copy  of  the  fully executed Second Amendment to the HLP Partnership Agreement;

               (x)      Joint  Venture  Agreement.  A  counterpart  of the Joint
                        -------------------------
Venture  Agreement  executed  by  HT;

               (xi)     Articles  Supplementary.  A  certified  copy  of  the
                        -----------------------
Articles  Supplementary,  as  filed  with  the  SDAT;


                                                                              43
<PAGE>
               (xii)     Good  Standing Certificate.  A Short Form Good Standing
                         --------------------------
Certificate  regarding  HT  issued  by  the  SDAT and a Short Form Good Standing
Certificate  regarding  HLP issued by the Virginia State Corporation Commission;

               (xiii)    AMEX  Notice  of  Listing.  Official notice of issuance
                         -------------------------
on  the  AMEX of all of the underlying Class A Shares into or for which all such
Series  A  Preferred Shares and Preferred Units are convertible or exchangeable,
together  with  such  additional  number  of  shares of Class A Shares as may be
necessary  as  a  reasonable reserve for purposes of effecting the anti-dilution
rights  set  forth  in  the  Articles  Supplementary;

               (xiv)     Transaction  Approvals.  Written  consents  or  other
                         ----------------------
reasonably  acceptable  written evidence reflecting the approvals referred to in
Section  5.2(q);  and

               (xv)      The  Anti-Takeover  Resolution.    A  copy  of  a fully
                         ------------------------------
executed  Anti-Takeover Resolution in the form of a unanimous written consent of
HT's  Board  of  Trustees  or  a  Secretary's  Certificate  certifying that such
Anti-Takeover Resolution was duly approved and adopted by HT's Board of Trustees
at  a  meeting  duly  noticed  and  convened.

     6.3     Actions to Occur at the Second Closing and Each Subsequent Closing.
             ------------------------------------------------------------------

          (a)     At  the  Second Closing and each Subsequent Closing, CHP shall
deliver  to  HT  and  HLP  the  following:

               (i)     Purchase  Price.  An  amount  equal to the Purchase Price
                       ---------------
for  the  Second Closing Units, or the Subsequent Closing Units, as the case may
be,  to  be  purchased  at  such  Second  Closing or Subsequent Closing, by wire
transfer  of  immediately  available  funds to an account designated by HLP; and

               (ii)     Certificates.  The  certificates referred to in Sections
                        ------------
5.5(a)  and  5.5(b).

          (b)     At  the  Second  Closing and each Subsequent Closing, HT shall
deliver  to  CHP  the  following:

               (i)     Preferred  Units Certificates.  Certificates representing
                       -----------------------------
the  Second Closing Units or Subsequent Closing Units, as the case may be, to be
purchased  at such Second Closing or Subsequent Closing, as the case may be; and

               (ii)     Certificates.  The  certificates  described  in Sections
                        ------------
5.4(a)  and  5.4(b).

                                    ARTICLE 7

                        TERMINATION, AMENDMENT AND WAIVER
                        ---------------------------------

     7.1     Termination Prior to First Closing This Agreement may be terminated
             ----------------------------------
at  any  time  prior  to  the  First  Closing:


                                                                              44
<PAGE>
          (a)     by  mutual  consent  of  CHP  and  HT;

          (b)     by  either  CHP  or  HT:

               (i)     in  the  event  of  a  breach  by  the other party of any
representation,  warranty,  covenant  or  agreement  contained in this Agreement
which  cannot  be  or  has  not  been  cured  within 40 days (the "Cure Period")
                                                                   -----------
following  receipt  by  the breaching party of written notice of such breach, or
failure  of  the breaching party to promptly use reasonable efforts to cure such
breach  after  receipt  of  such  written  notice  of  such  breach;

               (ii)     if  a  court  of  competent  jurisdiction  or  other
Governmental  Entity  shall have issued an order, decree, or ruling or taken any
other  action  (with  respect  to which order, decree, or ruling CHP, HLP and HT
shall use their best efforts to cause to be set aside), in each case permanently
restraining,  enjoining,  or otherwise prohibiting the transactions contemplated
by  this Agreement or the Transaction Documents, and such order, decree, ruling,
or  other  action  shall  have  become  final  and  nonappealable;  or

               (iii)     if  the  First  Closing shall not have occurred by 5:00
p.m.,  Eastern  time  on  the date immediately following 120 days after the date
hereof; provided, however, that the right to terminate this Agreement under this
clause  (iii) shall not be available to any party whose breach of this Agreement
has been the cause of, or resulted in, the failure of the First Closing to occur
on  or  before  such  date;

          (c)     by  CHP:  upon the occurrence of an event described in Section
5.2(p)  (No  Material  Adverse  Effect);

     The  right of any party hereto to terminate this Agreement pursuant to this
Section  7.1  shall  remain operative and in full force and effect regardless of
any  investigation  made  by  or  on  behalf  of  any  party  hereto, any Person
controlling  any  such  party,  or  any of their respective officers, directors,
trustees,  employees,  accountants, consultants, legal counsel, agents, or other
representatives  whether  prior  to  or  after  the execution of this Agreement.
Notwithstanding  anything  in  the foregoing to the contrary, a party that is in
material  breach  of  this  Agreement  shall  not  be entitled to terminate this
Agreement  except,  in  the  case of a default by HT or HLP, with the consent of
CHP,  or  in  the  case  of  a  default  by  CHP,  with  the  consent  of  HT.

     7.2     Termination  Subsequent  to  First  Closing.  This Agreement may be
             -------------------------------------------
terminated  subsequent  to  the  First  Closing:

          (a)     by  mutual  consent  of  CHP  and  HT;

          (b)     by  HT or HLP, in the event of a material breach by CHP of any
representation,  warranty,  covenant or agreement contained in this Agreement or
the Transaction Documents, which cannot be or has not been cured within the Cure
Period  following  receipt  by  CHP  of  written  notice  of  such  breach;

          (c)     by  CHP,  in  the event that any representation or warranty of
HT,  HLP  or  any  Subsidiary  contained in this Agreement or in the Transaction
Documents  was  not  materially


                                                                              45
<PAGE>
true  and  correct  subsequent to the First Closing Date, and which cannot be or
has  not  been  cured  within  the Cure Period following receipt by HT or HLP of
written  notice  of  such  breach;

          (d)     by  CHP, in the event of a material breach by HT or HLP of any
covenant  or  agreement  contained  in  this  Agreement,  or  in the Transaction
Documents  subsequent to the First Closing Date, which cannot be or has not been
cured within the Cure Period following receipt by HT or HLP of written notice of
such  breach;

          (e)     by  CHP  upon the failure of HT to require Subsequent Closings
for  the issuance and sale hereunder of all Subsequent Closing Units pursuant to
Section  1.1(c)  hereof,  within  one  year  after  the  First Closing Date; and

          (f)     by HT or HLP at any time after such date which is one year and
six  months  immediately following the First Closing Date, if (a) following such
date,  HT and HLP shall have offered to CHP by written notice in accordance with
Section  9.8  hereof,  an  irrevocable  offer  to  purchase,  upon the terms and
conditions  set  forth herein, and CHP shall have received such written offer to
purchase,  any  Preferred  Units  not purchased hereunder and (b) CHP shall have
failed  to indicate its acceptance of such offer (by written notice to HT and/or
HLP  in  accordance  with  Section  9.8  hereof)  within thirty (30) days of its
receipt  of  such  notice.

     7.3     Effect  of  Termination  Prior  to  First  Closing.
             --------------------------------------------------

          (a)     In  the  event  of a termination of this Agreement pursuant to
Section  7.1 hereof by either HT, HLP or CHP, this Agreement shall terminate and
have no further force or effect, without any liability or obligation on the part
of  any  of  HT,  HLP  or  CHP,  other than the provisions of Article 9 and this
Article 7, which shall survive termination of this Agreement; provided, however,
that nothing herein shall relieve any party from any liability for any breach by
such  party  of  any of its representations, warranties, covenants or agreements
set  forth  in  this  Agreement.

          (b)     If  this  Agreement  is  terminated by CHP pursuant to Section
7.1(b)(i),  7.1(b)(iii)  or  7.1(c),  HT  shall  pay  CHP,  by  wire transfer of
immediately  available  funds,  up  to $250,000 in the aggregate of all invoiced
out-of-pocket  expenses  incurred  by  CHP  to  pay  the  reasonable  fees  and
disbursements  of Greenberg Traurig LLP, PricewaterhouseCoopers LLP and Lowndes,
Drosdick,  Doster,  Kantor  &  Reed  in  connection  with  the due diligence and
preparation and negotiation of this Agreement, the Transaction Documents and the
transactions  contemplated  hereby and thereby, and the related letter of intent
and term sheet dated November 18, 2002 and predecessor letter of intent and term
sheet  dated  August  19,  2002, and any other reasonable out-of-pocket expenses
incurred  by  CHP  in connection with such matters (the "Expense Reimbursement")
                                                         ---------------------
within  ten  Business  Days after receipt of the written demand for same by CHP.

                                    ARTICLE 8

                                 INDEMNIFICATION
                                 ---------------

     8.1     Indemnification.
             ---------------


                                                                              46
<PAGE>
          (a)     HT  and  HLP  each  hereby  agrees  to  jointly  and severally
indemnify, defend, and hold harmless CHP and its directors, officers, employees,
Affiliates,  agents,  successors and assigns (collectively, the "CHP Indemnified
                                                                 ---------------
Parties")  from  and  against:
-------

               (i)     subject  to  Section  8.2  hereof,  any  and  all losses,
liabilities,  obligations,  damages, costs and expenses (collectively, "Losses")
                                                                        ------
based upon, attributable to, or resulting from, the Breach of any representation
or warranty of HT, HLP or any Subsidiary set forth in Article 2.1 hereof, or any
representation  or  warranty  contained  in  any  certificate delivered by or on
behalf  of  HT,  HLP  or any Subsidiary pursuant to this Agreement except to the
extent CHP had actual knowledge (other than in the case of Section 2.1(c)(ii)(B)
hereof)  of such Breach and, notwithstanding such actual knowledge, subsequently
consummated  a  Closing  contemplated  by  this  Agreement;

               (ii)     any  and all Losses, attributable to, or resulting from,
the  Breach  of  any  covenant  or other agreement on the part of HT, HLP or any
Subsidiary under this Agreement except to the extent CHP had actual knowledge of
such Breach and, notwithstanding such actual knowledge, subsequently consummated
a  Closing  contemplated  by  this  Agreement;

               (iii)     any  and  all  notices,  actions,  suits,  proceedings,
claims,  demands,  assessments,  judgments,  costs,  penalties  and  expenses,
including  reasonable attorneys' and other professionals' fees and disbursements
(collectively,  "Expenses")  as  a  consequence  of  and incident to any and all
                 --------
Losses  with  respect  to  which  indemnification  is  provided  hereunder;  and

               (iv)     For  purposes of Section 8.1(a)(ii), any and all Losses,
attributable to, or resulting from, the Breach of any representation or warranty
of  HT,  HLP or any Subsidiary set forth in Section 2.1(c)(ii)(B) hereof, or any
certificate  with  respect  to  such representations and warranties set forth in
Section  2.1(c)(ii)(B)  hereof  relating  to any loan or credit agreement, note,
bond,  mortgage  or  indenture (or guarantee of same) entered into by HT, HLP or
any  Subsidiary  and secured by a lien on any hotel owned by HT, HLP or any such
Subsidiary,  the  amount  of  such  Loss  which  HT or HLP shall be obligated to
indemnify  CHP for, shall be "grossed up" to reflect the diminution in the value
of  CHP's  interest  in  HT and HLP resulting from payment of such indemnity and
shall  be  calculated  as (x) the actual Loss suffered by CHP divided by (y) one
minus  CHP's  "Fully  Diluted  Interest  In HT." For purposes of this provision,
CHP's  Fully  Diluted  Interest  in  HT shall equal the percentage arrived at by
dividing  (i)  the  total  number of shares of HT Common Shares into which CHP's
equity  securities  in  HT  and HLP are convertible plus the number of HT Common
Shares  CHP  then holds, by (ii) the total number of HT Common Shares into which
any  outstanding  equity securities of HT and HLP are convertible plus the total
number  of  HT  Common  Shares  then  issued  and  outstanding.

          (b)     CHP hereby agrees to indemnify defend and hold harmless HT and
HLP  and  their respective trustees, directors, officers, employees, Affiliates,
agents, successors and assigns (collectively, the "HT Indemnified Parties") from
                                                   ----------------------
and  against:

               (i)     subject  to  Section 8.2 hereof, any and all Losses based
upon,  attributable  to  or  resulting from the failure of any representation or
warranty  of  CHP  set  forth  in  Article  2.2 hereof, or any representation or
warranty  contained in any certificate delivered by or on behalf of CHP pursuant
to  this  Agreement  except to the extent HT or HLP had actual


                                                                              47
<PAGE>
knowledge  of  such  Breach  and,  notwithstanding  such  actual  knowledge,
subsequently  consummated  a  Closing  contemplated  by  this  Agreement;

               (ii)     any  and  all  Losses  based  upon,  attributable  to or
resulting  from the Breach of any covenant or other agreement on the part of CHP
under this Agreement except to the extent HT or HLP had actual knowledge of such
Breach  and,  notwithstanding  such actual knowledge, subsequently consummated a
Closing  contemplated  by  this  Agreement;  and

               (iii)     any  and  all Expenses as a consequence of and incident
to  the  foregoing.

     8.2     Limitations  on Indemnification for Breaches of Representations and
             -------------------------------------------------------------------
Warranties.
----------

          (a)     An  indemnifying  party  shall  not  be  required  to make any
payment with respect to any claim for indemnification under Section 8.1(a)(i) or
Section  8.1(b)(i)  hereof,  as  the case may be, unless the aggregate amount of
claims  for indemnification asserted (which for purposes of this Agreement shall
mean  the indemnified party's giving of notice of such claim to the indemnifying
party) by the CHP Indemnified Parties or the HT Indemnified Parties (as the case
may  be)  equals  or  exceeds  U.S.  $250,000  (the  "Basket");  it being hereby
                                                      ------
acknowledged  and  agreed that if the aggregate amount of such claim(s) meets or
exceeds the Basket and indemnification is due without regard to such Basket, the
indemnifying  party shall be required to pay the entire amount of all Losses and
Expenses  with respect to which indemnification is provided hereunder; provided,
                                                                       --------
further,  however,  that  if  any  claim  for  indemnification  is  based  upon,
-------   -------
attributable to or results from the Breach of the representations and warranties
-------
set  forth in Sections 2.1(b), 2.1(c)(ii)(B) or 2.1(r) hereof, such Basket shall
not  be  applicable  and  that  if  any claim for indemnification is based upon,
attributable  to,  or  results  from  the  Breach  of  the  representations  and
warranties  set  forth  in  Section  2.1(c)(ii)(B)  hereof, HT's Cap (as defined
below)  shall  not  be  applicable.  Notwithstanding  anything  to  the contrary
contained in this Agreement, other than a breach of a representation or warranty
set  forth in Section 2.1(c)(ii)(B) hereof, which, as set forth in the preceding
sentence  shall  not  be  subject to HT's Cap and shall not be counted toward or
added  into  the  calculation  of  whether  HT's  Cap  has  been  reached,  the
indemnification  obligations of HT and HLP under Section 8.1(a) hereof shall not
exceed  the  aggregate  Purchase Price paid to HLP hereunder (hereinafter, "HT's
                                                                            ----
Cap").
---

     Notwithstanding  anything  to the contrary contained in this Agreement, the
indemnification  obligations of CHP under Section 8.1(b) hereof shall not exceed
$2.5  million  ("CHP's  Cap").
                 ----------

     8.3     Indemnification  Procedures.
             ---------------------------

          (a)     Claims  by  Third  Parties.

               (i)     If any legal proceedings shall be instituted or any claim
or  demand  ("Claim")  shall  be  asserted  by  any  Person  in respect of which
              -----
indemnification may be sought under Section 8.1 hereof (without giving effect to
the  Basket),  the  indemnified party shall promptly cause written notice of the
assertion  of  any  Claim  of  which  it  has knowledge which is covered by this
indemnity  to  be  forwarded  to the indemnifying party.  The indemnifying party
shall  have  the  right,  at  its  sole option and expense, to be represented by
counsel  of  its  choice,


                                                                              48
<PAGE>
which  counsel  must be reasonably satisfactory to the indemnified party, and to
defend against, negotiate, settle or otherwise manage any Claim which relates to
any  Losses  for  which indemnification is sought hereunder. If the indemnifying
party  elects to defend against, negotiate, settle or otherwise manage any Claim
which  relates  to  any Losses for which indemnification is sought hereunder, it
shall  promptly  notify  the  indemnified  party  of its intent to do so. If the
indemnifying  party elects not to defend against, negotiate, settle or otherwise
manage any Claim which relates to any Losses for which indemnification is sought
hereunder  or  fails  to  notify the indemnified party of its election as herein
provided  or contests its obligation to indemnify the indemnified party for such
Losses  under  this  Agreement,  then  the indemnified party may defend against,
negotiate,  settle  or  otherwise  manage  such  Claim. If the indemnified party
defends  any  Claim, then the indemnifying party shall reimburse the indemnified
party  for  the  reasonable  Expenses of defending such Claim upon submission of
periodic bills. If the indemnifying party shall assume the defense of any Claim,
the  indemnified  party  may  participate, at its own expense, in the defense of
such  Claim; provided, however, that such indemnified party shall be entitled to
             --------  -------
participate  in  any  such  defense  with separate counsel at the expense of the
indemnifying  party if (i) so requested by the indemnifying party to participate
or  (ii)  in  the  reasonable  opinion  of  counsel  to the indemnified party, a
conflict  or potential conflict of interest exists between the indemnified party
and  the  indemnifying  party  that  would  make  such  separate  representation
advisable;  and  provided,  further,  that  the  indemnifying party shall not be
                 --------   -------
required  to  pay  for more than one such counsel for all indemnified parties in
connection with any Claim. The parties hereto agree to cooperate fully with each
other  in  connection  with  the  defense, negotiation or settlement of any such
Claim.

               (ii)     After  any  final  judgment  or  award  shall  have been
rendered  by a court of competent jurisdiction and the expiration of the time in
which  to  appeal therefrom, or a settlement shall have been consummated, or the
indemnified  party  and  the indemnifying party shall have arrived at a mutually
binding agreement with respect to a Claim hereunder, the indemnified party shall
forward  to  the  indemnifying  party  notice  of  any sums due and owing by the
indemnifying  party  pursuant  to  this  Agreement  with respect to such matter.

               (iii)     The failure of the indemnified party to give reasonably
prompt  notice  of  any  Claim  shall not release, waive or otherwise affect the
indemnifying  party's obligations with respect thereto except to the extent that
the  indemnifying  party can demonstrate actual material loss and prejudice as a
result  of  such  failure.

     8.4     Tax  Related  Adjustments.  HT  and  CHP  agree that any payment of
             -------------------------
Losses  or  Expenses  made hereunder will be treated by the parties on their Tax
returns  as  an  adjustment  to  the  Purchase  Price.  If, notwithstanding such
treatment  by the parties, any payment of Losses or Expenses is determined to be
taxable  income  rather  than  adjustment  to  the  Purchase Price by any taxing
authority, then the indemnifying party shall indemnify the indemnified party for
any  Taxes  payable  by the indemnified party or any subsidiary by reason of the
receipt  of  such  payment  (including  any  payments  under  this Section 8.4),
determined  at  an  assumed  marginal tax rate equal to the highest marginal tax
rate  then  in  effect  for  corporate  taxpayers  in the relevant jurisdiction.


                                                                              49
<PAGE>
                                    ARTICLE 9

                               GENERAL PROVISIONS
                               ------------------

     9.1     Survival  of Representations, Warranties, and Covenants.  Except as
             -------------------------------------------------------
set  forth in the proviso below, each of the representations and warranties made
in this Agreement or any Transaction Document shall survive each of the Closings
as  provided  below,  regardless  of any investigation at any time made by or on
behalf  of  any party hereto or of any information any party may have in respect
thereof.  The  representations and warranties set forth in this Agreement (other
than representations and warranties contained in Section 2.1(b) (relating to the
capital  structure  of HT, HLP and each Subsidiary), Section 2.1(c) (relating to
the  authority  of  HT,  HLP  and  each Subsidiary), Section 2.1(k) (relating to
Taxes),  Section  2.1(l)  (relating  to  pension and benefits plans) and Section
2.1(o) (relating to environmental matters), which representations and warranties
shall  survive until the expiration of the applicable statute of limitations) or
any  Transaction  Document  shall terminate on the date that is one year and six
months from the date of the last Subsequent Closing Date.  Following the date of
termination  of  a  representation  or  warranty,  no  claim can be brought with
respect  to a breach of such representation or warranty, but no such termination
shall  affect  any  claim  for a breach of a representation or warranty that was
asserted in writing pursuant to Article 8 hereof before the date of termination.
To  the  extent  that  a  covenant  or  agreement is performable after the First
Closing,  the Second Closing or any Subsequent Closing, as applicable, each such
covenant  or  agreement shall survive such Closing indefinitely. Notwithstanding
the  general  survival  provisions contained in this Section 9.1, (i) HT and HLP
shall  be deemed to have waived any and all rights and remedies as to any breach
by  CHP  of any representation, warranty, covenant or agreement of CHP contained
herein (other than the obligation to acquire all Subsequent Closing Units) or in
any  Transaction Document, if HT or HLP shall have knowledge of such breach, and
notwithstanding such knowledge, HT and HLP shall have subsequently consummated a
Closing  contemplated  by  this  Agreement; and (ii) CHP shall be deemed to have
waived  any  and  all  rights  and remedies as to any breach by HT or HLP of any
representation,  warranty,  covenant  or agreement of HT or HLP contained herein
(other  than  the  obligation  to  issue the Subsequent Closing Units) or in any
Transaction  Document  occurring  prior  to  such  Closing,  if  CHP  shall have
knowledge  of  such  breach  and, notwithstanding such knowledge, CHP shall have
subsequently  consummated  a  Closing  contemplated  by  this  Agreement.

     9.2     Amendment  and  Modification.  This Agreement may not be amended or
             ----------------------------
modified except by an instrument in writing signed by all of the parties hereto.

     9.3     Waiver  of  Compliance.  Any  failure of CHP on the one hand, or HT
             ----------------------
and/or  HLP,  on  the  other  hand,  to  comply  with  any obligation, covenant,
agreement,  or  condition contained herein may be waived only if set forth in an
instrument in writing signed by the party or parties to be bound by such waiver,
but  such  waiver  or  failure  to  insist  upon  strict  compliance  with  such
obligation,  covenant, agreement, or condition shall not operate as a waiver of,
or  estoppel  with  respect  to,  any  other  failure.

     9.4     Specific  Performance.  The  parties recognize that in the event HT
             ---------------------
or HLP should refuse to perform under the provisions of this Agreement, monetary
damages  alone  will  not  be  adequate.  Accordingly, CHP shall be entitled, in
addition  to any other remedies which may be


                                                                              50
<PAGE>
available,  including money damages, to obtain specific performance of the terms
of  this  Agreement.  In  the  event  of  any  action  to enforce this Agreement
specifically,  HT  and  HLP  hereby  waive the defense that there is an adequate
remedy  at  law.  In  no  event  shall  HT  or  HLP be entitled to seek specific
performance  with  respect  to  any  of  CHP's  obligations  arising  under this
Agreement.

     9.5     Severability.  If  any term or other provision of this Agreement is
             ------------
determined  by  a  court  of  competent  jurisdiction to be invalid, illegal, or
incapable  of being enforced under any rule of applicable law, or public policy,
all  other conditions and provisions of this Agreement shall nevertheless remain
in  full  force  and  effect.  Upon  such  determination  that any term or other
provision  is  invalid,  illegal,  or  incapable  of being enforced, the parties
hereto  shall  negotiate  in good faith to modify this Agreement so as to effect
the  original  intent  of  the  parties  as  closely  as  possible in a mutually
acceptable  manner  in  order  that  the  transactions  contemplated  hereby are
consummated  as  originally  contemplated  to  the  fullest  extent  possible.

     9.6     Expenses  and  Obligations.  Except  as expressly set forth in this
             --------------------------
Agreement  or  any  Transaction Document, HT and CHP will each pay its own costs
and  expenses  in connection with the Transaction Documents and the transactions
contemplated  hereby or thereby.  In addition, HT and HLP each agrees to pay any
and  all  stamp,  transfer  and  other similar Taxes payable or determined to be
payable  in connection with the execution and delivery of this Agreement and the
issuance  of  the Preferred Units, the Series A Preferred Shares and all Class A
Shares  issuable  upon  exchange  of  the Preferred Units, and conversion of the
Series  A  Preferred  Shares.

     9.7     Parties  in  Interest.  This  Agreement  shall be binding upon and,
             ---------------------
except  as  provided below, inure solely to the benefit of each party hereto and
their  successors,  assigns  and  transferees,  and  nothing  in this Agreement,
express  or implied, is intended to confer upon any other Person (other than the
indemnified  parties  as  provided  in  Article 8) any rights or remedies of any
nature  whatsoever  under  or  by  reason  of  this  Agreement.

     9.8     Notices.
             -------

     All  notices  and  other  communications  hereunder shall be in writing and
shall  be  deemed  given  if  delivered  personally,  telecopied,  or  mailed by
registered  or  certified  mail  (return  receipt requested), or sent by Federal
Express  or  other recognized overnight courier, to the parties at the following
addresses  (or  at  such other address for a party as shall be specified by like
notice):

          (a)     If  to  CHP,  to:
                  CNL Hospitality Partners, L.P.
                  CNL  Center  at  City  Commons
                  450  South  Orange  Avenue
                  Orlando,  Florida  32801-3336
                  Facsimile:  407-650-1085
                  Attn:     Brian  Strickland

                  with a copy (which shall not constitute notice hereunder) to:


                                                                              51
<PAGE>
                  Greenberg  Traurig,  LLP
                  The  MetLife  Building
                  200  Park  Avenue
                  New  York,  New  York  10166
                  Facsimile:  212-801-6400
                  Attn:     Judith  Fryer,  Esq.
                            Alan  S.  Gaynor,  Esq.

          (b)     If  to  HT  or  HLP,  to:

                  Hersha  Hospitality  Trust
                  148  Sheraton  Drive
                  Box  A
                  New  Cumberland,  Pennsylvania  17070
                  Facsimile:  717-974-7383
                  Attn:     Hasu  P.  Shah

                  with a copy (which shall not constitute notice) to:

                  Hunton  &  Williams
                  951  East  Byrd  Street
                  Richmond,  Virginia  23219
                  Facsimile:  804-788-8218
                  Attn:     Cameron  N.  Cosby,  Esq.
                            Randall  Parks,  Esq.

     Any  of  the  above addresses may be changed at any time by notice given as
provided  above;  provided,  however,  that any such notice of change of address
shall  be  effective  only  upon receipt.  All notices, requests or instructions
given  in  accordance herewith shall be deemed received on the date of delivery,
if  hand  delivered,  on the date of receipt, if telecopied, three Business Days
after  the  date  of  mailing, if mailed by registered or certified mail, return
receipt  requested,  and  one Business Day after the date of sending, if sent by
Federal  Express  or  other  recognized  overnight  courier.

     9.9     Counterparts.  This  Agreement  may  be  executed  and  delivered
             ------------
(including  by facsimile transmission) in one or more counterparts, all of which
shall  be  considered one and the same agreement and shall become effective when
one  or  more counterparts have been signed by each of the parties and delivered
to  the  other  parties,  it being understood that all parties need not sign the
same  counterpart.

     9.10     Entire  Agreement.  This  Agreement  (which  term, for purposes of
              -----------------
this  Section,  shall be deemed to include the exhibits and schedules hereto and
the  other  certificates,  documents  and  instruments  delivered  hereunder)
constitutes  the entire agreement of the parties hereto and supersedes all prior
agreements,  letters  of intent and understandings, both written and oral, among
the  parties  with  respect  to  the  subject  matter  hereof.  There  are  no
representations  or  warranties,  agreements,  or  covenants  other  than  those
expressly set forth in this Agreement with respect to the subject matter hereof.


                                                                              52
<PAGE>
     9.11     Governing Law; Choice of Forum.  This Agreement shall be construed
              ------------------------------
in  accordance  with  and governed by the internal laws of the State of Maryland
(without  giving  effect to such State's conflicts of laws principles).  Each of
the  parties hereto hereby irrevocably consents, to the maximum extent permitted
by  law,  that  any  action  or  proceeding  relating  to  this Agreement or the
transactions  contemplated  hereby  shall be brought, at the option of the party
instituting  the  action  or proceeding, in any court of general jurisdiction in
New  York County, New York, in the United States District Court for the Southern
District  of  New  York  or  in  any  state or federal court sitting in the area
currently  comprising  the  Southern  District of New York.  Each of the parties
hereto  waives  any  objection  that it may have to the conduct of any action or
proceeding  in  any  such court based on improper venue or forum non conveniens,
waives  personal  service  of any and all process upon it, and consents that all
service  of process may be made by mail or courier service directed to it at the
address  set  forth  herein  and  that  service  so  made  shall be deemed to be
completed  upon  the  earlier of actual receipt or ten days after the same shall
have  been  posted  or  delivered  to  a  nationally recognized courier service.
Nothing  contained  in  this  Section  9.11  shall affect the right of any party
hereto  to  serve  legal  process  in  any  other  manner  permitted  by  law.

     9.12     Public  Announcements.  HT  and  HLP, on the one hand, and CHP, on
              ---------------------
the  other  hand, shall consult with each other before issuing any press release
or  otherwise making any public statements with respect to this Agreement or the
transactions  contemplated  hereby,  except for statements required by law or by
any  listing  agreements  with  any national securities exchange or the National
Association  of  Securities Dealers, Inc., or made in disclosures filed pursuant
to  the  Securities  Act  or  the  Exchange  Act.

     9.13     Assignment.  Neither  this  Agreement  nor  any  of  the  rights,
              ----------
interests,  or  obligations  hereunder  shall  be assigned by any of the parties
hereto,  whether  by  operation  of  law  or  otherwise.

     9.14     Headings.  The  headings  of this Agreement are for convenience of
              --------
reference  only  and  are  not  part  of  the  substance  of  this  Agreement.

     9.15     Articles,  Sections.  Unless  the  context  indicates  otherwise,
              -------------------
references to Articles, Sections and paragraph, shall refer to the corresponding
article,  section  and  paragraph  in  this  Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                                                              53
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to
be  signed,  all  as  of  the  date  first  written  above.

                                          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


                                          HERSHA  HOSPITALITY  LIMITED
                                          PARTNERSHIP

                                          By:     Hersha  Hospitability  Trust,
                                                  its  general  partner

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


                                          HERSHA  HOSPITALITY  TRUST

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

Hersha Hospitality Management, L.P. joins in this Agreement for the sole purpose
of  acknowledging  its  obligations  with  respect  to  Section  3.18  hereof.

                                        HERSHA  HOSPITALITY  MANAGEMENT,  L.P.

                                        By: Hersha Hospitality Management, Co.,
                                            its  general  partner

                                        By: /s/ David L. Desfor
                                             Name:   David  L.  Desfor
                                             Title:  Controller

                (SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT)


                                                                              54
<PAGE>
                             HT DISCLOSURE SCHEDULE



                                                                              55
<PAGE>
                                    Exhibit A

                               Form of HW Opinion
                               ------------------





<PAGE>
                                    Exhibit B

                             Form of HW Tax Opinion
                             ----------------------





<PAGE>
                                    Exhibit C

                            Form of BSA Legal Opinion
                            -------------------------





<PAGE>
                                    Exhibit D

                        Form of Excepted Holder Agreement
                        ---------------------------------





<PAGE>
                                    Exhibit E

                      Form of Registration Rights Agreement
                      -------------------------------------





<PAGE>
                                    Exhibit F

                   Form of Registration Rights Acknowledgment
                   ------------------------------------------





<PAGE>
                                    Exhibit G

          Form of Second Amendment to HLP Limited Partnership Agreement
          -------------------------------------------------------------





<PAGE>
                                    Exhibit H

                         Form of Joint Venture Agreement
                         -------------------------------





<PAGE>
                                    Exhibit I

                         Form of Articles Supplementary
                         ------------------------------





<PAGE>
                                    Exhibit J

                      List of CHP's Officers and Employees
                      ------------------------------------
Brian  Strickland,  Executive  Vice  President  of  Finance  and  Administration

Tammie  Quinlan,  Senior  Vice  President





<PAGE>