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                            EXCEPTED HOLDER AGREEMENT

                                     BETWEEN

                        CNL HOSPITALITY PROPERTIES, INC.,

                         CNL HOSPITALITY PARTNERS, L.P.

                                       AND

                            HERSHA HOSPITALITY TRUST



                              DATED  APRIL 21, 2003


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<PAGE>
     This  EXCEPTED HOLDER AGREEMENT (this "Agreement") is made and entered into
                                            ---------
as  of  April 21, 2003, by and between Hersha Hospitality Trust, a Maryland real
estate  investment  trust  ("HT"),  CNL Hospitality Properties, Inc., a Maryland
                             --
corporation  ("CHP")  and  CNL  Hospitality  Partners,  L.P., a Delaware limited
               ---
partnership  ("CHPLP").
               ----

     WHEREAS,  CHPLP  proposes  to  purchase  from  HT's  subsidiary  (the
"Acquisition")  preferred  limited  partnership  interests of Hersha Hospitality
 -----------
Limited  Partnership,  a  limited  partnership  organized  under the laws of the
Commonwealth of Virginia ("HLP"), and preferred limited partnership interests of
                           ---
HT/CNL  Metro  Hotels,  L.P.,  a limited partnership organized under the laws of
Delaware  ("JV"), pursuant to that certain Securities Purchase Agreement entered
            --
into  by  CHPLP,  HT  and  HLP  as  of  April  21,  2003.

     WHEREAS, the preferred limited partnership interests of HLP (the "Preferred
                                                                       ---------
OP  Units")  are  exchangeable for shares of HT's Series A Preferred Shares, par
---------
value  $.01  per share (the "Series A Preferred Shares"), and for shares of HT's
                             -------------------------
Class  A  Common Shares, par value $.01 per share (the "Class A Common Shares"),
                                                        ---------------------
and  the  preferred  limited  partnership  interests  of JV (the "JV Units") are
                                                                  --------
exchangeable  for  Class  A  Common  Shares.

     WHEREAS,  HT's  Articles of Amendment and Restatement of its Declaration of
Trust  (the "Declaration"), imposes certain limitations on the ownership of HT's
             -----------
shares  of  beneficial interest, which limitations include a general restriction
prohibiting  any  Person  from  "Beneficially Owning" or "Constructively Owning"
more  than  9.9%  of any class or series of "Equity Shares" of HT, as such terms
are  defined  therein  (the  "Ownership Limit").  Capitalized terms used in this
                              ---------------
Agreement  that  are not otherwise defined shall have the meanings given to them
in the Declaration and in that certain Securities Purchase Agreement dated April
21,  2003  by  and  among  CHPLP,  HT  and  HLP  (the  "Purchase  Agreement").
                                                        -------------------

     WHEREAS,  pursuant  to  Article  VII, Section 1(G) of the Declaration, HT's
Board  of  Trustees is permitted to exempt a Person from the Ownership Limit (as
to such Person, an "Excepted Holder Limit") and allow ownership of Equity Shares
                    ---------------------
by  such Person in excess of the Ownership Limit if certain conditions described
in  Article  VII,  Section  1(G)  of  the  Declaration  are  satisfied.

     WHEREAS,  the Board of Trustees of HT has resolved to exempt CHPLP from the
Ownership  Limit  conditioned upon each of CHP and CHPLP agreeing to be bound by
the  terms  of  this  Agreement.

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

1.   REPRESENTATIONS  AND  COVENANTS  OF  CHP  AND  CHPLP

     Commencing  on  the  date  hereof,  and  during any period that an Excepted
Holder Limit established pursuant to this Agreement (as may be amended from time
to  time)  remains in effect, CHP and CHPLP represent and agree as follows, and,
to  the  extent  set  forth  in  paragraph  1.6  below,  HT  agrees:


<PAGE>
     1.1     No  "individual",  as such term is defined in  Section 542(a)(2) of
the  Internal  Revenue  Code  of 1986, as amended (the "Code"), (hereinafter, an
"Individual"),  owns, or will own at any time while the Excepted Holder Limit is
 ----------
in  effect,  directly  (including  through  a nominee or similar arrangement) or
indirectly,  after taking into account the provisions of Section 544 of Code, as
modified  by  Section  856(h)(3)  of  the Code (such ownership being referred to
herein  as  "Beneficial  Ownership" or variations thereof), in excess of 9.8% of
any  class  of  the  issued and outstanding common or preferred equity shares of
CHP.

     1.2     Article  VII  of  CHP's  Articles  of  Incorporation  restricts any
"Person",  as defined therein, from Beneficially Owning in excess of 9.8% of any
class  of  CHP's  issued  and  outstanding  common and preferred stock (the "CHP
Ownership  Limitation"),  unless  the  CHP  Ownership  Limitation is waived by a
majority  of  the  Board  of Directors of CHP, provided any such waiver will not
jeopardize CHP's status as a REIT.  CHP's Board of Directors has not granted any
such  waiver  of  the CHP Ownership Limitation so as to permit any Individual to
Beneficially  Own in excess of 9.8% of any class of CHP's issued and outstanding
common  or preferred stock; and CHP hereby covenants and agrees not to grant any
such  waiver  of  the  CHP  Ownership Limitation if such waiver would jeopardize
CHP's  status  as  a  REIT.

     1.3     (a)  After applying the constructive ownership rules of Section 318
of  the  Code,  as modified by Section 856(d)(5) of the Code, the Acquisition or
ownership by CHPLP of the Preferred OP Units, the Series A Preferred Shares, the
Class  A  Common  Shares  or  the  JV  Units  as  contemplated by this Agreement
(excluding, for this purpose, constructive ownership of any such Units or Shares
by CHPLP or any other Person as a direct or indirect result of CHPLP's ownership
of  interests  in  HLP or the JV as contemplated by the Purchase Agreement) will
not cause HT to be treated as "related" to any tenant of HT or any subsidiary of
HT  within  the  meaning  of  Section 856(d)(2)(B) of the Code.  Each of CHP and
CHPLP  agrees  that, to the extent that its Beneficial or Constructive Ownership
of  Equity  Shares would cause HT to be treated as "related" to any tenant of HT
or  any subsidiary of HT within the meaning of Section 856(d)(2)(B) of the Code,
the  Equity Shares the ownership of which otherwise would cause HT to be treated
as  "related"  to any tenant of HT or any subsidiary of HT within the meaning of
Section  856(d)(2)(B)  of the Code will be subject to the treatment described in
Article  VII, Section 1(C) of the Declaration to the extent that the application
of  such  provision of the Declaration is necessary to maintain HT's status as a
REIT;  provided, however, such treatment shall not be applied to the extent that
CHPLP  is  treated  as  constructively  owning  Equity Shares as a result of its
ownership  of  interests  in  HLP  or  the  JV  as  contemplated by the Purchase
Agreement.

     (b)     The  Acquisition  or  ownership by CHPLP of the Preferred OP Units,
the  Series  A  Preferred  Shares,  the Class A Common Shares or the JV Units as
contemplated  by  this  Agreement  will  not  cause (i) persons owning, or being
deemed  to own, directly or indirectly (determined after applying the provisions
of  Section 318 of the Code, as modified, by the provisions of Section 856(d)(5)
of the Code), 35% or more of the voting stock or value of the shares of HT to be
deemed  to own, directly or indirectly (determined after applying the provisions
of  Section 318 of the Code, as modified, by the provisions of Section 856(d)(5)
of the Code), 35% or more of (x) the voting stock or total number of shares of a
corporate  independent


                                        3
<PAGE>
contractor  providing  services  to  a tenant of HT, HLP, or any other entity in
which  either  HT or HLP has an equity interest or (y) the net assets or profits
of  a non-corporate independent contractor providing services to a tenant of HT,
HLP,  or any other entity in which either HT or HLP has an equity interest, each
within  the  meaning  of  Section  856(d)(3)  of  the  Code  (an  "Independent
                                                                   -----------
Contractor"),  or  (ii)  an  Independent  Contractor to own or be deemed to own,
----------
directly  or indirectly (determined after applying the provisions of Section 318
of  the  Code, as modified, by the provisions of Section 856(d)(5) of the Code),
35%  or  more  of  the voting stock or value of the shares of HT (excluding, for
this  purpose,  constructive  ownership  of shares of HT as a direct or indirect
result  of  constructive ownership of Preferred OP Units, the Series A Preferred
Shares,  the Class A Common Shares or the JV Units by CHPLP or any other Person,
or  CHPLP's  ownership  of  interests  in  HLP  or the JV as contemplated by the
Purchase  Agreement).  Each of CHP and CHPLP agrees that, to the extent that its
Beneficial or Constructive Ownership of Equity Shares would cause an Independent
Contractor  not  to  satisfy the requirements described above, the Equity Shares
the  ownership  of which otherwise would cause the Independent Contractor not to
meet  those  requirements  will be subject to the treatment described in Article
VII,  Section 1(C) of the Declaration to the extent that the application of such
provision  of  the  Declaration  is necessary to maintain HT's status as a REIT;
provided,  however,  such  treatment shall not be applied to the extent that the
Independent  Contractor  requirements  are  not satisfied as a result of CHPLP's
ownership  of  interests  in  HLP  or  the  JV  as  contemplated by the Purchase
Agreement.

     1.4     In  the  event that CHPLP is no longer a wholly-owned subsidiary of
CHP  at any time after the date of this Agreement when the Excepted Holder Limit
is in effect, no partner of CHPLP other than CHP will own a partnership interest
in  CHPLP  that would cause any individual to Beneficially Own or Constructively
Own  (as  determined  pursuant  to  Article VII of the Articles), as a result of
CHPLP's  ownership  of  Preferred  OP  Units, Series A Preferred Shares, Class A
Common  Shares,  or JV Units, more than 9.9% of the outstanding Equity Shares at
any  time.

     1.5     CHPLP  agrees  that it shall not Beneficially Own or Constructively
Own  Equity  Shares that would violate the Excepted Holder Limit established for
CHPLP  pursuant  to this Agreement and the resolutions of HT's Board of Trustees
or cause any Individual to Beneficially Own Equity Shares that would violate the
Ownership  Limit and acknowledges that the exemption of CHPLP from the Ownership
Limit  and  granting  of  the Excepted Holder Limit to CHPLP is made in reliance
upon  the  representations  contained  herein and shall be effective only for so
long as and to the extent such representations continue to be true, accurate and
complete,  and further agrees that any violation or attempted violation by CHPLP
of  the  Excepted  Holder  Limit  granted  pursuant  to  this  Agreement  or the
provisions of HT's Board of Trustees' resolution implementing this Agreement (or
other  action  contrary  to  the  ownership  restrictions  imposed  under  the
Declaration  except  as  otherwise permitted pursuant to CHPLP's Excepted Holder
Limit,  this  Agreement  or the provisions of HT's Board of Trustees' resolution
implementing  this  Agreement)  will  automatically  subject  that number of the
Equity Shares Beneficially Owned or Constructively Owned by CHPLP that otherwise
would  result  in  the  violation,  to  the  treatment described in Article VII,
Section  1(C)  of  the  Declaration.

     1.6     Each  of  HT and CHPLP agrees that if at any time subsequent to the
date  hereof,  any  Person  would  be  treated  as  Beneficially  Owning  or
Constructively  Owning  Equity  Shares  in  excess of the Ownership Limit or, if
applicable,  the Excepted Holder Limit with respect to such Person, in violation
of  Article  VII of the Declaration, then it is agreed that Article VII, Section


                                        4
<PAGE>
1(C)  of  the  Declaration  shall be applied first to the Equity Shares actually
owned  by  any  such  Person  other  than  CHPLP,  second  to  the Equity Shares
Beneficially  Owned  or  Constructively  Owned  by such Person other than Equity
Shares actually owned by CHPLP, and third to the Equity Shares actually owned by
CHPLP.

2.   ESTABLISHMENT  OF  AN  EXCEPTED  HOLDER  LIMIT  FOR  CHPLP

     Based  on  the  representations and agreements contained in this Agreement,
HT, effective as of the execution of this Agreement, is exempting CHPLP from the
Ownership  Limit,  by adopting a resolution of its Board of Trustees in the form
attached  hereto  as  Exhibit  A,  provided,  however, that as set forth in such
                                   --------   -------
resolution,  in  no  event  shall  CHPLP's  Beneficial Ownership or Constructive
Ownership  of Series A Preferred Shares and Class A Common Shares exceed 100% of
the  issued  and  outstanding Series A Preferred Shares or 60% of the issued and
outstanding  Class A Common Shares of HT outstanding at any time (or such higher
percentage  as  is  necessary  to accommodate the issuance of additional Class A
Common  Shares  due  to  an  adjustment  of  the  applicable  exchange  price or
conversion  price  of the Series A Preferred Units, Series A Preferred Shares or
JV  Units);  provided  however that there shall be no limit on CHP's and CHPLP's
Beneficial Ownership or Constructive Ownership of Class A Common Shares, subject
to  CHP's  and  CHPLP's  compliance  with  the  representations,  warranties and
covenants  contained  in  this Agreement, if (x) HT fails to pay in full for two
consecutive quarters the dividend required pursuant to Section 2 of the Articles
Supplementary  designating the Series A Preferred Shares, or HLP fails to pay in
full  for  two  consecutive quarters the distributions with respect to its 10.5%
Series  A  Preferred  Units  required by the Second Amendment to the Amended and
Restated  Limited  Partnership Agreement of HLP, or (y) HT fails to maintain its
status  as  a  real  estate  investment trust under the Internal Revenue Code of
1986,  as  amended,  (the  "Code").
                            ----

3.   RELATED  PARTIES

     3.1     For  purposes  of  the  representation  contained  in paragraph 1.3
above,  each  of  CHP  and  CHPLP  hereby  represent  that,  to  the best of its
knowledge, none of CHP, CHPLP, and each Indirect Equity Owner (as defined below)
owns  an  interest  in any Tenant of HT or its subsidiaries listed on Schedule 1
attached  hereto  that would cause HT to own (directly or constructively through
the  application  of  Code  Section 318, as modified by Code Section 856(d)(5)),
more  than  a  9.9%  interest (within the meaning of Section 856(d)(2)(B) of the
Code) in such entity.  CHP has reviewed the most recently received copies of all
financial  reports  received  from  (i)  each  partnership  or limited liability
company in which CHP directly holds an equity interest and (ii) each corporation
or  trust in which CHP, as the case may be, directly or indirectly owns a 10% or
greater  equity interest (which financial reports describe all entities in which
such  partnerships,  limited liability companies, corporations and trusts own an
equity  interest  as  of  the date of such reports) and compared the information
contained  in  such  financial  reports  to  Schedule  1.  For  purposes of this
Agreement,  an  "Indirect  Equity  Owner" means any Person (i) that is deemed to
                 -----------------------
Beneficially Own or Constructively Own an interest in shares of HT that are held
by  CHP or CHPLP, and (ii) whose direct or indirect ownership of any interest in
any  tenant  of  HT would be attributed to HT through the application of Section
318  of  the  Code,  as  modified by Code Section 856(d)(5) (excluding, for this
purpose, constructive ownership as a result of CHPLP's ownership of interests in
HLP  or the JV as contemplated by the Purchase


                                        5
<PAGE>
Agreement).  In  addition,  CHP  has  received  representations from each of its
Indirect  Equity  Owners that the Indirect Equity Owner does not own more than a
9.9%  interest  (within  the  meaning of Section 856(d)(2)(B) of the Code) in an
entity described on Schedule 1. These representations are made only with respect
to  the  date hereof assuming the Acquisition has already taken place and do not
constitute  continuing  representations or covenants with respect to the matters
described  in  this  Section 3.1, provided that CHP will provide the information
described  in  Section  3.2  to  HT  on  a  continuing  basis.

     3.2     CHP  will  provide  the  following  information  to  HT and HT will
provide  the  following  information  to  CHP  and  CHPLP:

          (a)     No  later than the last business day of each calendar quarter,
     HT shall update the information contained in Schedule 1 (the "Tenant List")
                                                                   -----------
     and provide such information to CHP, who agrees to provide such information
     to  each  of  CHPLP  and  to  any  Indirect  Equity  Owner;

          (b)     No  later  than 30 days after receipt of the Tenant List, CHP,
     CHPLP  and any Indirect Equity Owner shall inform HT of their direct equity
     ownership  of  any entity in which it owns a 10% or greater equity interest
     (as  described in Section 856(d)(2)(B) of the Code), and whose name appears
     on  the  Tenant  List;

          (c)     No  later than the last day of each calendar quarter (but only
     for  so  long  as  CHP or CHPLP Beneficially Owns or Constructively Owns at
     least  10% of the Equity Shares of HT), CHP and CHPLP shall deliver to HT a
     certification  stating  that  each  of  CHP  and  CHPLP  has  reviewed  the
     information  regarding  investments  of  each  (i)  partnership  or limited
     liability  company  in  which  CHP,  CHPLP,  or  any  Indirect Equity Owner
     directly  or indirectly holds an equity interest; and (ii) each corporation
     or  trust  in  which  CHP,  CHPLP, or any Indirect Equity Owner directly or
     indirectly  owns  a  10% or greater equity interest (each such partnership,
     limited  liability  company,  corporation  or  trust  referred to as a "CHP
                                                                             ---
     Entity"),  together  with the Tenant List most recently provided by HT, and
     ------
     that, to the best of its knowledge, none of CHP, CHPLP, any Indirect Equity
     Owner  and  any  CHP  Entity  owns  (directly or constructively through the
     application  of  Section  318  (as modified by Code Section 856(d)(5)) more
     than  a  9.9%  equity interest (as described in Section 856(d)(2)(B) of the
     Code)  in  any  such  entity.

     3.3     No  later  than 20 days after receipt of the Tenant List, CHP shall
provide  the  Tenant List to each CHP Entity and any Indirect Equity Owner.  CHP
agrees  and CHP will cause each CHP Entity and Indirect Equity Owner to agree on
or  prior to the First Closing Date (as defined in the Purchase Agreement), that
they  shall  not acquire an equity interest in any of the entities listed on the
Tenant  List  without  the  consent  of  HT.

4.   MISCELLANEOUS

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

     4.2     Specific  Performance.  The parties recognize that in the event the
             ---------------------
other  should refuse to perform under the provisions of this Agreement, monetary
damages  alone  will  not  be

                                        6
<PAGE>
adequate. Accordingly, each shall be entitled, in addition to any other remedies
which  may be 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,  each  party hereby waives the defense that there is an
adequate  remedy  at  law.

     4.3     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, except
as  set  forth  below,  express or implied, is intended to confer upon any other
person  any  rights  or  remedies of any nature whatsoever under or by reason of
this  Agreement.

     4.4     Communications.  All  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 or CHPLP, to:
               CNL Hospitality Properties, Inc.
               CNL Center at City Commons
               450 South Orange Avenue
               Orlando, Florida 32801-3336
               Facsimile: 407-650-1085
               Attn: Brian Strickland

               with a copy to:

               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, to:

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


                                        7
<PAGE>
               with a copy to:

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

     4.5     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.

     4.6     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) together with
the  Purchase Agreement and other agreements, instruments and documents referred
to  therein,  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.

     4.7     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.

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

     4.9     Governing  Law.  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).


                                        8
<PAGE>
IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to be signed
by  its  duly  authorized  officers  as  of  the  date  first  written  above.

                                       HERSHA  HOSPITALITY  TRUST,
                                       a  Maryland real estate investment trust


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


                                       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


                                       CNL  HOSPITALITY  PROPERTIES,  INC.


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


                                        9
<PAGE>
                                   SCHEDULE 1
                                   ----------


HHMLP Hunters Point, LLC
Hersha Hospitality Management, LP
Hersha Hospitality Conduit Management, LP
Noble Investments - Leaseback, LLC
Noble Investments - Leaseback South, LLC
HHMLP JFK III, LLC


<PAGE>
                                    EXHIBIT A
                EXCERPTS FROM ACTION BY UNANIMOUS WRITTEN CONSENT
                            OF THE BOARD OF TRUSTEES
                                       OF
                            HERSHA HOSPITALITY TRUST

The Board of Trustees (the "Board") of Hersha Hospitality Trust, a Maryland real
estate investment trust (the "Trust") hereby adopt and approve, on behalf of the
Trust  in  its  own  capacity  and  as the General Partner of Hersha Hospitality
Limited  Partnership,  a  Virginia  limited  partnership  (the  "Operating
Partnership"), the following resolutions by unanimous written consent in lieu of
a  meeting:

OWNERSHIP  LIMITATION

WHEREAS,  in  accordance  with  Article  VII,  Section  1(G)  of the Articles of
Amendment  and  Restatement  of  the  Trust's  Declaration  of  Trust  (the
"Declaration"),  the  Board, having received the advice of counsel to the effect
that  the restrictions contained in Article VII of the Declaration of Trust will
not  be  violated and the Trust's REIT status will not otherwise be lost and the
representations and undertakings of CNL Hospitality Properties, Inc., a Maryland
corporation  ("CHP")  and  CNL  Hospitality  Partners,  L.P., a Delaware limited
partnership  ("CHP  LP")  required  by  said  Article  VII,  Section 1(G) of the
Declaration  of  Trust  being  contained  in  the Excepted Holder Agreement, has
determined  to  authorize an exemption from the Ownership Limit set forth in the
Declaration,  effective  upon  the  purchase  by CHP of Series A Preferred Units
pursuant  to  the  terms  of  the  Purchase  Agreement;

NOW  THEREFORE,  BE  IT  RESOLVED,  that  any  capitalized  terms  used  in this
resolution that are not otherwise defined shall have the meanings given to those
terms  in  the  Declaration;  and  further

RESOLVED,  that,  the  Board  hereby  exempts  CHP  (the  "Exemption")  from the
Ownership  Limit set forth in the Declaration with respect to the Beneficial and
Constructive  Ownership  (as  determined  pursuant  to  Article  VII  of  the
Declaration)  by  CHP  of  Series  A  Preferred  Shares or Class A Common Shares
issuable  in exchange for the Series A Preferred Units and the JV Units, subject
to  the  terms  and  conditions  described  in  these  resolutions;  and further

RESOLVED,  that  the  Exemption  is  conditioned  on neither CHP Inc. nor CHP LP
Owning,  Beneficially  or  Constructively  more  than  100%  of  the  issued and
outstanding Series A Preferred Shares or 60% of the issued and outstanding Class
A  Common  Shares  at  any  time  (or  such higher percentage as is necessary to
accommodate  the  issuance  of  additional  Class  A  Common  Shares  due  to an
adjustment  of the applicable exchange price or conversion price of the Series A
Preferred Units, Series A Preferred Shares or JV Units); provided, however, that
there  shall  be  no  limit  on  CHP Inc.'s and CHP LP's Beneficial Ownership or
Constructive  Ownership  of Class A Common Shares, subject to CHP's and CHP LP's
compliance  with  the representations, warranties and covenants contained in the
Excepted  Holder  Agreement,  if  (x)  the  Trust  fails  to pay in full for two
consecutive quarters the dividend required pursuant to Section 2 of the Articles
Supplementary,  or  the  Operating  Partnership  fails  to  pay  in full for two
consecutive  quarters  the  distributions with respect to the Series A Preferred
Units  required  by the Second


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Amendment,  or  (y)  the  Trust  fails  to  maintain its status as a real estate
investment  trust  under  the  Internal  Revenue  Code of 1986, as amended, (the
"Code");  and  further

RESOLVED, that the Exemption is further conditioned on (A) no individual Owning,
Beneficially or Constructively, as a result of CHP Inc.'s and CHP LP's ownership
of  the  Series  A Preferred Shares and Class A Common Shares, more than 9.8% of
any  class  or series of the outstanding equity shares of the Trust at any time,
and  (B)  the  representations, warranties, agreements and covenants of CHP Inc.
and  CHP  LP contained in the Excepted Holder Agreement and Standstill Agreement
continuing  to  be  accurate  and  to  be  performed and complied with while the
Exemption  is  in  place;  and  further

RESOLVED,  that  as  a  further  condition to the Exemption, CHP Inc. and CHP LP
shall  execute  and deliver each of the Excepted Holder Agreement and Standstill
Agreement;  and  further

RESOLVED,  that  the  Exemption will be automatically revoked to the extent that
any  of  the  conditions  specified  above  are  breached;  and  further

RESOLVED,  that the Board retains the right to revoke or modify the Exemption in
order to prevent disqualification of the Trust as a real estate investment trust
(a  "REIT")  under the Internal Revenue Code, and the rules, regulations, orders
and  rulings  thereunder;  and  further

RESOLVED,  that the Authorized Officers shall notify CHP Inc. and CHP LP as soon
as  possible  prior  to  any  revocation  or  modification of the Exemption; and
further

RESOLVED,  that  the  Authorized  Officers are authorized and directed to review
periodically  the  level  of  ownership of the Series A Preferred Shares and the
Class  A  Common Shares by CHP Inc. and CHP LP, and their transferees, including
if  necessary,  making  appropriate  inquiries of CHP Inc. and CHP LP, and their
transferees,  and  report to the Board any facts or circumstances as a result of
which  ownership  of  Series A Preferred Shares and Class A Common Shares by CHP
Inc.  and  CHP  LP,  and  their transferees threatens or jeopardizes the Trust's
status  as  a  REIT.


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