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                          REGISTRATION RIGHTS AGREEMENT

                                     BETWEEN

                         CNL HOSPITALITY PARTNERS, L.P.

                                       AND

                            HERSHA HOSPITALITY TRUST



                              DATED  April 21, 2003


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<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I     DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . .     1
   1.1        DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . .     1

ARTICLE II    REGISTRATION RIGHTS. . . . . . . . . . . . . . . . . . . . .     3
   2.1        Demand Registration. . . . . . . . . . . . . . . . . . . . .     3
   2.2        Piggyback Registration . . . . . . . . . . . . . . . . . . .     4
   2.3        Form S-3 . . . . . . . . . . . . . . . . . . . . . . . . . .     7

ARTICLE III   REGISTRATION PROCEDURES. . . . . . . . . . . . . . . . . . .     7
   3.1        Filings; Information . . . . . . . . . . . . . . . . . . . .     7
   3.2        Registration Expenses. . . . . . . . . . . . . . . . . . . .    10

ARTICLE IV    INDEMNIFICATION AND CONTRIBUTION     11
   4.1        Indemnification By HT. . . . . . . . . . . . . . . . . . . .    11
   4.2        Indemnification By Selling Holders . . . . . . . . . . . . .    11
   4.3        Conduct Of Indemnification Proceedings . . . . . . . . . . .    12
   4.4        Contribution . . . . . . . . . . . . . . . . . . . . . . . .    13

ARTICLE V     MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . .    13
   5.1        Participation In Underwritten Registrations. . . . . . . . .    13
   5.2        Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . .    14
   5.3        Market Stand-Off . . . . . . . . . . . . . . . . . . . . . .    14
   5.4        Amendments, Waivers, Etc . . . . . . . . . . . . . . . . . .    14
   5.5        Counterparts . . . . . . . . . . . . . . . . . . . . . . . .    14
   5.6        Entire Agreement . . . . . . . . . . . . . . . . . . . . . .    14
   5.7        Articles, Sections . . . . . . . . . . . . . . . . . . . . .    14
   5.8        Governing Law. . . . . . . . . . . . . . . . . . . . . . . .    15
   5.9        Assignment of Registration Rights. . . . . . . . . . . . . .    15
   5.10       Parties in Interest. . . . . . . . . . . . . . . . . . . . .    15
   5.11       Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .    15
   5.12       Headings . . . . . . . . . . . . . . . . . . . . . . . . . .    16
   5.13       Specific Enforcement . . . . . . . . . . . . . . . . . . . .    16


                                       (i)
<PAGE>
          This  REGISTRATION  RIGHTS  AGREEMENT  (the  "Agreement"), dated as of
                                                        ---------
April  21,  2003,  is  by and between CNL Hospitality Partners, L.P., a Delaware
limited partnership ("CHP") and Hersha Hospitality Trust, a Maryland real estate
                      ---
investment  trust,  ("HT").
                      --

          WHEREAS,  CHP,  HT,  and  Hersha  Hospitality  Limited  Partnership, a
limited  partnership  organized  under  the laws of the Commonwealth of Virginia
("HLP"),  entered  into  that  certain Securities Purchase Agreement dated as of
  ---
April  21,  2003  (the  "Securities  Purchase Agreement") and that certain Joint
                         ------------------------------
Venture  Agreement  between  HLP  and CHP dated as of April 21, 2003 (the "Joint
                                                                           -----
Venture  Agreement");
------------------

          WHEREAS, pursuant to the Securities Purchase Agreement, HLP issued and
sold  to  CHP and CHP purchased HLP's Preferred Units convertible into shares of
HT's  Series  A  Preferred  Shares  (as  defined  herein) and Class A Shares (as
defined  herein);

          WHEREAS,  it  is  a  condition  precedent  to  the  closing  of  the
transactions  contemplated by the Securities Purchase Agreement that the parties
hereto  execute  and  deliver  this  Agreement;

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

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

     1.1     DEFINITIONS.  Unless  otherwise  indicated  to  the  contrary,
             -----------
capitalized  terms  not otherwise defined herein shall have the meaning assigned
to them in the Securities Purchase Agreement.  In addition, the following terms,
as  used  herein,  have  the  following  meanings:

          "Business Day" means any day except a Saturday, Sunday or other day on
           ------------
which  banks  in  New  York,  New  York  are  authorized  by  law  to  close.

          "Class  A Shares" means HT's Priority Class A Common Shares, par value
           ---------------
$.01  per  share.

          "Commission"  means  the  Securities  and  Exchange  Commission.
           ----------

          "Demand  Registration"  means  a registration under the Securities Act
           --------------------
(as  hereinafter  defined)  requested  in  accordance  with  Section 2.1 hereof.

          "Exchange  Act" means the Securities Exchange Act of 1934, as amended,
           -------------
and  the  rules  and  regulations  promulgated  by  the  Commission  thereunder.

          "Holders"  or  "Holder,"  as appropriate, means the Initial Holder and
           -------        ------
any direct or indirect transferee of any Registrable Securities held by any such
Persons.


<PAGE>
          "Initial  Holder"  means  CHP.
           ---------------

          "Person"  or "Persons" means any individual, corporation, partnership,
           ------       -------
limited  liability  company,  joint  venture,  association, joint-stock company,
trust, unincorporated organization or other entity or government or other agency
or  political  subdivision  thereof.

          "Piggyback  Registration"  has  the  meaning set forth in Section 2.2.
           -----------------------

          "Registrable  Securities"  means  (i)  any  Series  A Preferred Shares
           -----------------------
acquired  by  the  Initial  Holder  or  its  transferees  in connection with the
conversion  or exchange of the Preferred Units, (ii) any Class A Shares acquired
by  the  Initial  Holder or its transferees in connection with the conversion or
exchange  of  the  Preferred  Units  or Series A Preferred Shares, and (iii) any
other  security  beneficially  owned  by a Holder that was issued or is issuable
with  respect  to the Series A Preferred Shares and/or the Class A Shares by way
of  exchange,  stock dividend or stock split or in connection with a combination
of  shares,  recapitalization,  merger, consolidation or other reorganization or
otherwise.  As to any particular Registrable Securities, issued, such securities
shall  only cease to be Registrable Securities when (a) a registration statement
with  respect  to the sale of such securities has been declared effective by the
Commission  and all such Registrable Securities have been disposed of under such
registration statement, (b) all such Registrable Securities have been sold under
circumstances  under  which all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the Securities Act are met, (c) such time
as  all  such  Registrable Securities have been otherwise transferred to holders
who  may  trade such shares without restriction under the Securities Act, and HT
has  delivered  a  new  certificate  or  other  evidence  of  ownership for such
securities  not bearing a restrictive legend or (d) in the opinion of counsel to
HT,  which  counsel,  if  other  than the counsel listed in Section 5.11 hereof,
shall  be  reasonably acceptable to the Holders, all such Registrable Securities
may  be sold by the Holders without registration and without any time, volume or
manner  limitations  pursuant  to  Rule 144(k) (or any similar provision then in
effect)  under  the  Securities  Act.

          "Registration  Expenses"  has  the  meaning  set forth in Section 3.2.
           ----------------------

          "Requesting  Holders"  has  the  meaning  set  forth  in  Section 2.1.
           -------------------

          "Rule  144"  means  Rule 144 (or any successor rule of similar effect)
           ---------
promulgated  under  the  Securities  Act.

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules  and  regulations  promulgated  by  the  Commission  thereunder.

          "Selling  Holder"  means  any  Holder  who  is  selling  Registrable
           ---------------
Securities  pursuant  to  a  public  offering  registered  hereunder.

          "Series  A Preferred Shares" means shares of HT's Series A Convertible
           --------------------------
Preferred  Shares,  par  value,  $.01  per  share.

          "Underwriter"  means a securities dealer who purchases any Registrable
           -----------
Securities  as  a principal for the resale of such securities and not as part of
such  dealer's  market-making  activities.


                                        2
<PAGE>
                                   ARTICLE II

                               REGISTRATION RIGHTS
                               -------------------

     2.1     Demand  Registration.
             --------------------

          (a)     The  Holders  of  at  least a majority of the then outstanding
Registrable  Securities  (subject  to  Section  2.1(d) below) may make up to two
written  requests  to  HT  to  register their Registrable Securities during each
twelve  month  period  (each  such  Holder making such request being referred to
hereinafter  as  a  "Requesting Holder"), under the Securities Act and under the
                     -----------------
securities  or "blue sky" laws of any jurisdiction reasonably designated by such
Requesting  Holder  (a "Demand Registration"), which may, at the election of the
                        -------------------
Requesting Holder, include all or any portion of the Registrable Securities held
by  such  Requesting  Holder unless in the case of an underwritten offering, the
managing  Underwriter advises that shares should be excluded (in which case such
Registrable  Securities  shall  be excluded in accordance with the provisions of
this  Section  2.1 below).  Within ten (10) Business Days after receipt by HT of
such  a  written  registration request, HT shall promptly give written notice to
all  other  Holders  of the proposed demand registration, and such other Holders
shall have the right to join in the proposed registration and sale, upon written
request to HT within ten (10) Business Days after receipt of such notice from HT
(such  participating  Holder  additionally,  hereinafter  referred  to  as  a
"Requesting Holder"). At the request of the Requesting Holders, HT shall use its
 -----------------
commercially  reasonable efforts to cause each offering pursuant to this Section
to  be managed, on a firm commitment basis, by a recognized regional or national
Underwriter selected by the Requesting Holders and approved by HT, such approval
not  to  be  unreasonably  withheld.  HT  shall  use its commercially reasonable
efforts  to  cause  such  Demand Registration to become effective not later than
three  (3) months after it receives an initial request for a Demand Registration
and  to  remain  continuously  effective  for  a  period of at least one-hundred
thirty-five  (135)  days  from  the  effective  date of such Demand Registration
Statement  or  such  shorter  period  which  shall  terminate  when  all  of the
Registrable  Securities  covered  by the Demand Registration Statement have been
sold  pursuant thereto.  HT shall not be required to effect more than two Demand
Registrations  at  the  request  of  the  Holders  in  any  twelve month period;
provided,  however, that any such request shall only be deemed the use of one of
the  two  Demand Registrations hereunder, when a registration statement covering
not less than seventy-five percent (75%) of the Registrable Securities specified
in  notices  requesting  registration  are  included  for sale in the Demand for
Registration  Statement  that  has  been  declared.

          (b)     If  a  Demand  Registration Statement involves an underwritten
offering  and  the  managing  Underwriter  advises  HT  in  writing that, in its
opinion,  the  number  of  securities  requested  to  be included in such Demand
Registration  Statement  exceeds the number which can be sold without materially
and  adversely  affecting  the  offering,  HT  will  include  in  such  Demand
Registration  Statement the number of such securities which HT is so advised can
be  sold  in  such  offering  without  materially  and  adversely  affecting the
offering,  determined  as  follows:

               (i)     first,  for  each  Requesting  Holder,  such  number  of
     securities as is determined by multiplying (x) the securities that are able
     to  be  registered  as  determined  by the managing Underwriter, by (y) the
     fraction  of  (A)  the  aggregate  number  of  securities  of  HT that such
     Requesting  Holder  proposes to include in such registration


                                        3
<PAGE>
     divided  by  (B) the total number of securities proposed to be sold in such
     offering  by  all  Requesting  Holders  initiating the Demand Registration;

               (ii)     second, for each remaining holder of HT's securities who
     holds  contractual  piggyback  registration  rights, other than the holders
     described  above  in  clause (i), if any, such number of securities that is
     determined  by multiplying (x) the remaining securities that are able to be
     registered  as  determined by the managing Underwriter, by (y) the fraction
     of  (A)  the  number  of  the securities of HT that such holder proposes to
     include  in  such registration divided by (B) the total remaining number of
     securities  proposed  to  be  sold  in  such  offering  by all such holders
     exercising  piggybank  registration  rights;  and

               (iii)     third,  for  HT  and  each  remaining  holder  of  HT's
     securities other than the holders described above in clauses (i), and (ii),
     if  any,  who  are  permitted  by  HT  to  so  participate,  such number of
     securities  as  is  determined  by  multiplying (x) the remaining number of
     securities  that  are  able  to be registered as determined by the managing
     Underwriter,  by (y) the fraction of (A) the number of the securities of HT
     that HT and such holder proposes to include in such registration divided by
     (B)  the  total  remaining number of securities proposed to be sold in such
     offering  by  HT  and  all  such  remaining  holders.

          (c)     If  at  the  time  of  any  demand  to  register  Registrable
Securities  pursuant  to  this  Section  2.1,  HT is engaged in, or has plans to
engage  in  (demonstrated  by  previously  adopted  resolutions of HT's Board of
Trustees  to  such effect or a signed engagement letter or letter of intent with
respect  to  such action) within three (3) months of the time of such request, a
registered  public offering or is engaged in any other significant action which,
in  the  good  faith determination of HT's Board of Trustees, would be adversely
affected  by the requested registration to the material detriment of HT, then HT
may  at  its  option direct that such request be delayed for a reasonable period
not  in  excess  of ninety (90) days from the effective date of such offering or
the date of completion of such other material activity, as the case may be, such
right  to delay a request under this Section to be exercised by HT not more than
once  in  any  one-year  period.

          (d)     HT  shall  not  be  required  to file a Registration Statement
pursuant  to  this  Section  2.1  unless  the  Holder  or Holders demanding such
registration  propose  to  dispose of shares of Registrable Securities having an
aggregate  disposition  price  (before  deduction  of underwriting discounts and
expenses of sale) of at least the lower of $1,000,000 or, 10% of the fair market
value  of  the  Registrable  Securities.

     2.2     Piggyback  Registration.
             -----------------------

          (a)     If  HT  proposes  to  file  a registration statement under the
Securities Act with respect to an offering or sale of Class A Shares or Series A
Preferred Shares for its own account or for the account of another Person (other
than  a  registration  statement  on  Form S-4 or S-8 (or any substitute form or
rule,  respectively,  that  may  be  adopted  by the Commission)), HT shall give
written  notice  of  such  proposed  filing to the Holders as soon as reasonably
practicable  (but  in  no  event less than 30 days before the anticipated filing
date),  undertaking  to  provide  each


                                        4
<PAGE>
Holder  the opportunity to register on the Same terms and conditions such number
of  shares  of  Registrable  Securities as such Holder may request (a "Piggyback
                                                                       ---------
Registration").  Each  Holder will have 20 days after receipt of any such notice
------------
to  notify HT as to whether it wishes to participate in a Piggyback Registration
(which  notice  shall  not be deemed to be a request for a Demand Registration);
provided  that  should a Holder fail to provide timely notice to HT, such Holder
will  forfeit  any  rights  to  participate  in  the Piggyback Registration with
respect  to  such  proposed offering. If HT or the Person for whose account such
offering is being made shall determine in its sole discretion not to register or
to  delay  the  proposed  offering,  HT  shall,  provide  written notice of such
determination  to  the  Holders  and  (i)  in the case of a determination not to
effect  the  proposed offering, shall thereupon be relieved of the obligation to
register  such  Registrable  Securities in connection therewith, and (ii) in the
case  of  a  determination  to  delay  a  proposed  offering, shall thereupon be
permitted  to  delay registering such Registrable Securities for the same period
as  the  delay  in  respect of the proposed offering. As between HT or any other
Person  for  whose account any such offering is being made, on the one hand, and
the  Holders,  exercising  piggyback  rights hereunder, on the other hand, HT or
such  other  Person,  as  the  case  may  be,  with  the  consent of the Holders
exercising  piggyback  rights hereunder (which consent shall not be unreasonably
withheld),  shall  be entitled to select the Underwriters in connection with any
Piggyback  Registration.

          (b)     If  the  managing Underwriter advises HT that the inclusion of
Registrable  Securities would materially adversely affect the offering (it being
agreed  that  variations  in  class  or  series  of Registrable securities to be
included  in  such  registration statement shall not be deemed to materially and
adversely affect the offering), HT shall include in such registration statement,
as  to each Holder and any other Person or Persons having a contractual right to
request their shares be included in such registration, that number of securities
which  HT  is  so  advised  can  be sold in such offering without materially and
adversely  affecting  the  offering,  determined  as  follows:

      (i)      In the event HT initiated such registration:

          1.   first, for the Holders electing to participate in such
               registration, such number of securities equal to fifty percent
               (50%) of the number of securities able to be registered as
               determined by the managing Underwriter provided however, that
               upon the one time election of HT during each seven-hundred and
               thirty (730) day period of time hereunder, thirty percent (30%)
               of the number of securities able to be registered as determined
               by the managing Underwriter;

          2.   second, for HT, the remaining number of securities able to be
               registered as determined by the managing Underwriter; and

          3.   third, for each remaining Holder of HT's securities who holds
               contractual piggyback registration rights, other than the Holders
               described above in clauses (1) and (2), the fraction of such
               holder's securities proposed to be registered which is obtained
               by dividing (i) the remaining number of the securities of HT that
               such holder proposes to include in such registration by (ii) the
               total remaining number of securities proposed to be sold in


                                        5
<PAGE>
               such  offering  by  all  such  holders;  and

          4.   fourth, for each remaining holder of HT's securities, other than
               the holders described above in clauses (1), (2) and (3), if any,
               who are permitted by HT to so participate, such number of
               securities as is determined by multiplying (a) the remaining
               securities able to be registered as determined by the managing
               Underwriter, by (b) the fraction obtained by dividing (i) the
               number of the securities of HT that such holder proposes to
               include in such registration by (ii) the total number of
               securities proposed to be sold in such offering by all such
               remaining holders.

     (ii)     In  the  event  a  shareholder  other than a Holder initiated such
     registration  pursuant  to  a  contractual  demand  registration  right:

          1.   first, for the Holders electing to participate in such
               registration, such number of securities equal to seventy-five
               percent (75%) of the number of securities able to be registered
               as determined by the managing Underwriter;

          2.   Second, for the shareholders who are not Holders hereunder, the
               remaining number of securities able to be registered as
               determined by the managing Underwriter;

          3.   third, for each remaining holder of HT's securities who holds
               contractual piggyback registration rights, other than the holders
               described above in clauses (1) and (2), the fraction of such
               holder's securities proposed to be registered which is obtained
               by dividing (i) the remaining number of the securities of HT that
               such holder proposes to include in such registration by (ii) the
               total remaining number of securities proposed to be sold in such
               offering by all such holders; and

          4.   fourth, for each remaining holder of HT's securities, other than
               the holders described above in clauses (1), (2) and (3), if any,
               who are permitted by HT to so participate, such number of
               securities as is determined by multiplying (a) the remaining
               securities able to be registered as determined by the managing
               Underwriter, by (b) the fraction obtained by dividing (i) the
               number of the securities of HT that such holder proposes to
               include in such registration by (ii) the total number of
               securities proposed to be sold in such offering by all such
               remaining holders.

     If  as  a  result of the provisions of this Section 2.2(b) any Holder shall
not  be  entitled to include all of its Registrable Securities in a registration
that  such Holder has requested to be so included, such Holder may withdraw such
Holder's  request  to  include  its  Registrable Securities in such registration
statement  prior  to  its  effectiveness.


                                        6
<PAGE>
     2.3     Form  S-3.  HT  shall use its reasonable efforts to qualify, and to
             ---------
thereafter remain qualified, for registration on Form S-3 or its successor form.
After  HT has qualified for the use of Form S-3, Holders of not less than twenty
percent  (20%)  of  the  then  outstanding Registrable Securities shall have the
right  at  any time to request registrations on Form S-3 (such requests shall be
in  writing and shall state the number of shares of Registrable Securities to be
disposed  of  and the intended method of disposition of shares by such Holders),
subject  only  to  the  following:

               (i)     HT  shall  not  be  required  to file an S-3 Registration
     Statement pursuant to this Section 2.3 within ninety (90) days after the
     effective date of any registration referred to in Sections 2.1 or 2.2
     above.

               (ii)     HT  shall  not  be  required  to  file  a  Registration
     Statement pursuant to this Section 2.4 unless the Holder or Holders
     requesting registration propose to dispose of shares of Registrable
     Securities having an aggregate disposition price (before deduction of
     underwriting discounts and expenses of sale) of at least the lower of
     $1,000,000 or, 10% of the fair market value of the Registrable Securities.

               (iii)     If  at  the time of any request to register Registrable
     Securities pursuant to this Section 2.3, HT is engaged in, or has plans to
     engage in (demonstrated by previously adopted resolutions of HT's Board of
     Trustees to such effect or a signed engagement letter with a proposed
     Underwriter) within three months of the time of such request, a registered
     public offering or is engaged in any other significant action which, in the
     good faith determination of HT's Board of Trustees, would be adversely
     affected by the requested registration to the material detriment of HT ,
     then HT may at its option direct that such request be delayed for a
     reasonable period not in excess of one hundred twenty (120) days from the
     effective date of such offering or the date of completion of such other
     material activity, as the case may be, such right to delay a request under
     this Section to be exercised by HT not more than once in any one-year
     period.

               (iv)     HT  shall  give  written  notice  to  all  Holders  of
     Registrable Securities of the receipt of a request for registration
     pursuant to this Section 2.3 and shall provide a reasonable opportunity for
     other Holders to participate in the registration. At the written request of
     the Holders requesting such registration, such registration shall be for a
     delayed or continuous offering under Rule 415 under the Securities Act.
     Subject to the provisions of Section 3.1 hereof, HT will use its reasonable
     efforts to effect promptly the registration of all shares of Registrable
     Securities on Form S-3 to the extent requested pursuant to this Section 2.3
     by the Holder or Holders of such Registrable Securities for purposes of
     disposition.

                                   ARTICLE III

                             REGISTRATION PROCEDURES
                             -----------------------

     3.1     Filings;  Information.  In  connection  with  the  registration  of
             ---------------------
Registrable  Securities  pursuant to Section 2.1 and Section 2.2 hereof, HT will
use  all  commercially  reasonable  efforts  to  effect the registration of such
Registrable  Securities  as  promptly  as  is  reasonably  practicable,  and  in
connection  with  any  such  request:


                                        7
<PAGE>
          (a)     HT  will  expeditiously prepare and file with the Commission a
registration statement on any form for which HT then qualifies and which counsel
for  HT  shall  deem  appropriate  and available for the sale of the Registrable
Securities to be registered thereunder in accordance with the intended method of
distribution  thereof, and use its commercially reasonable efforts to cause such
filed  registration statement to become and remain effective with respect to any
Demand  Registration  or  Piggyback  Registration,  for such period, equal to at
least  ninety  (90)  days,  as may be reasonably necessary to effect the sale of
such  securities,  HT may require Selling Holders to promptly furnish in writing
to  HT such information regarding such Selling Holders, the plan of distribution
of  the  Registrable  Securities  and  other  information  as  HT may be legally
required  to  disclose  in  connection  with  such  registration.

          (b)     HT  will,  if  requested,  prior  to  filing such registration
statement  or  any  amendment  or  supplement  thereto,  furnish  to the Selling
Holders,  and  each applicable managing Underwriter, if any, copies thereof, and
thereafter  furnish  to  the  Selling Holders and each such Underwriter, if any,
such  number  of copies of such registration statement, amendment and supplement
thereto  (in each case including all exhibits thereto and documents incorporated
by reference therein) and the prospectus included in such registration statement
(including  each  preliminary  prospectus)  as  the Selling Holders or each such
Underwriter  may  reasonably  request  in  order  to  facilitate the sale of the
Registrable  Securities  by  the  Selling  Holders.

          (c)     After  the  filing  of  the  registration  statement,  HT will
promptly  notify  the  Selling  Holders  of  any  stop  order issued or, to HT's
knowledge,  threatened  to  be issued by the Commission and use its commercially
reasonable  efforts  to  prevent the entry of such stop order or to remove it if
entered.

          (d)     In  addition  to  the  requirements  imposed  on  HT elsewhere
herein,  HT  will  use  its  commercially  reasonable  efforts  to  qualify  the
Registrable  Securities  for  offer and sale under such other securities or blue
sky  laws  of such jurisdictions in the United States as the Selling Holders may
reasonably  request;  keep each such registration or qualification (or exemption
therefrom)  effective  during the period in which such registration statement is
required  to  be  kept effective; and do any and all other acts and things which
may  be  necessary  or advisable to enable each Selling Holder to consummate the
disposition  of  the Registrable Securities owned by such Selling Holder in such
jurisdictions; provided that HT will not be required to (i) qualify to generally
do  business  in  any  jurisdiction  where it would not otherwise be required to
qualify but for this Section 3.1(d), (ii) subject itself to taxation in any such
jurisdiction  or  (iii)  consent  to  general  service  of  process  in any such
jurisdiction.

          (e)     HT  will  as  promptly  as  is  practicable notify the Selling
Holders,  at  any time when a prospectus relating to the sale of the Registrable
Securities  is  required  by  law to be delivered in connection with sales by an
Underwriter  or dealer, of the occurrence of any event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered
to  the  purchasers  of  such  Registrable  Securities, such prospectus will not
contain  an  untrue  statement  of a material fact or omit to state any material
fact  required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading and
promptly  make available to the Selling Holders and to the Underwriters any such
supplement  or  amendment.  Upon  receipt of any notice of the occurrence of any
event  of the kind described in the preceding sentence, the Selling Holders will
forthwith

                                        8
<PAGE>
discontinue  the  offer  and  sale  of  Registrable  Securities  pursuant to the
registration statement covering such Registrable Securities until receipt by the
Selling  Holders  and  the  Underwriters  of  the copies of such supplemented or
amended  prospectus and, if so directed by HT, the Selling Holders shall deliver
to HT all copies, other than permanent file copies then in the possession of the
Selling  Holders,  of  the  most  recent  prospectus  covering  such Registrable
Securities  at  the  time  of receipt of such notice. In the event HT shall give
such notice, HT shall extend the period during which such registration statement
shall be maintained effective as provided in Section 3.1(a) hereof by the number
of  days  during  the  period  from and including the date of the giving of such
notice  to  the  date  when  HT shall make available to the Selling Holders such
supplemented or amended prospectus. Furthermore, in the event HT shall give such
notice,  HT  shall,  as  promptly  as  is  practical,  prepare  a  supplement or
post-effective  amendment  to  the registration statement or a supplement to the
related  prospectus  or  any  document incorporated or deemed to be incorporated
therein  by  reference,  and  file  any  other  required  document  so  that, as
thereafter  delivered to the purchasers of the Registrable Securities being sold
thereunder,  such  prospectus will not contain an untrue statement of a material
fact or omit 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.

          (f)     HT  will  enter  into  customary  agreements  (including  an
underwriting  agreement  in  customary  form)  and  take  such  other  actions
(including,  without  limitation,  participation  in  road  shows  and  investor
conference calls) as are required in order to expedite or facilitate the sale of
such  Registrable  Securities.

          (g)     At  the  request  of  any  Underwriter  in  connection with an
underwritten  offering,  HT will furnish (i) an opinion of counsel, addressed to
the  Underwriters,  covering  such customary matters as the managing Underwriter
may  reasonably  request  and (ii) a comfort letter or comfort letters from HT's
independent  public  accountants covering such customary matters as the managing
Underwriter  may  reasonably  request.

          (h)     If  requested  by  the  managing  Underwriter  or  any Selling
Holder,  HT  shall  promptly  incorporate  in  a  prospectus  supplement or post
effective  amendment such information as the managing Underwriter or any Selling
Holder reasonably requests to be included therein, including without limitation,
with  respect  to  the Registrable Securities being sold by such Selling Holder,
the  purchase  price being paid therefor by the Underwriters and with respect to
any other terms of the underwritten offering of the Registrable Securities to be
sold in such offering, and promptly make all required filings of such prospectus
supplement  or  post  effective  amendment.

          (i)     HT shall promptly make available for inspection by any Selling
Holder  or  Underwriter  participating  in  any  disposition  pursuant  to  any
registration  statement,  and  any  attorney,  accountant  or  other  agent  or
representative retained by any such Selling Holder or Underwriter (collectively,
the  "Inspectors"),  all  financial  and  other  records,  pertinent  corporate
      ----------
documents  and  properties  of  HT  (collectively,  the  "Records"),  as  shall
                                                          -------
reasonably  be  necessary  to  enable  them  to  exercise  their  due  diligence
responsibility,  and  cause HT's officers, directors and employees to supply all
information requested by any such Inspector in connection with such registration
statement;  provided,  however,  that  unless  the disclosure of such Records is
necessary  to  avoid  or  correct a misstatement or omission in the registration
statement  or  the  release of such Records is ordered pursuant to a subpoena or
other  order from a court of competent jurisdiction,

                                        9
<PAGE>
HT  shall not be required to provide any information under this subparagraph (i)
if  (A) HT believes, after consultation with counsel for HT, that to do so would
cause  HT  to  forfeit  an attorney-client privilege that was applicable to such
information  or  (B)  if  HT  has requested and been granted from the Commission
confidential  treatment  of  such  information  contained in any filing with the
Commission  or  documents  provided  supplementally  or  otherwise.

          (j)     HT  shall  cause  the  Class  A  Common Shares included in any
registration  statement  to  be  listed  on  each  securities  exchange on which
securities  issued  by  HT  are  then  listed,  if the Registrable Securities so
qualify.

          (k)     HT shall provide a CUSIP number for the Registrable Securities
included in any registration statement not later than the effective date of such
registration  statement.

          (l)     HT  shall  cooperate  with  each  Selling  Holder  and  each
Underwriter  participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with
the  National  Association  of  Securities  Dealers,  Inc.

          (m)     HT  shall  participate in any financial roadshow organized for
purposes  of  publicizing  the  sale  or  other  disposition  of the Registrable
Securities.  Such  participation  shall include, but not be limited to, dispatch
by  HT of personnel to assist in each presentation made during the roadshow, and
provision  of  HT  data  needed  for  purposes  of  the  roadshow.

          (n)     HT shall, during the period when the prospectus is required to
be  delivered  under the Securities Act, promptly file all documents required to
be  filed  with  the  Commission  pursuant to Section 13(a) of the Exchange Act.

     3.2     Registration  Expenses.  In  connection  with  any  Registration
             ----------------------
effected  hereunder,  HT shall pay all expenses incurred in connection with such
registration  (the  "Registration  Expenses"), including without limitation: (i)
                     ----------------------
registration and filing fees with the Commission and the National Association of
Securities  Dealers,  Inc.,  (ii)  all  fees  and  expenses  of  compliance with
securities  or  blue  sky  laws  (including fees and disbursements of counsel in
connection  with  blue  sky qualifications of the Registrable Securities), (iii)
printing  expenses,  messenger  and  delivery  expenses,  (iv) fees and expenses
incurred  in  connection  with  the  listing  or  quotation  of  the Registrable
Securities,  (v) fees and expenses of counsel to HT and the fees and expenses of
independent  certified  public  accountants  for HT (including fees and expenses
associated  with  the special audits or the delivery of comfort letters together
with  the  fees  and  expenses of one counsel for the Selling Holders), (vi) the
fees  and  expenses  of any additional experts retained by HT in connection with
such  registration,  (vii)  all  roadshow  costs  and  expenses  not paid by the
Underwriters,  and (viii) the fees and expenses of other persons retained by HT,
whether or not any registration statement becomes effective; provided that in no
event  shall  Registration  Expenses  include  any  underwriting  discounts  or
commissions  or  transfer taxes or the reasonable fees and expenses of more than
one  counsel  for  the  Selling  Holders.


                                       10
<PAGE>
                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION
                        --------------------------------

     4.1     Indemnification  By  HT.  HT agrees to indemnify, and hold harmless
             -----------------------
each  Selling  Holder  and  their  respective  officers,  directors,  partners,
shareholders, members, employees, agents and representatives and each Person (if
any)  which controls a Selling Holder within the meaning of either Section 15 of
the  Securities  Act or Section 20 of the Exchange Act, from and against any and
all  losses,  claims,  damages,  liabilities,  costs  and  expenses  (including
reasonable attorneys' fees) caused by, arising out of, resulting from or related
to any untrue statement or alleged untrue statement of a material fact contained
or  incorporated  by  reference  in  any  registration  statement  or prospectus
relating  to  the Registrable Securities (as amended or supplemented if HT shall
have  furnished  any  amendments  or  supplements  thereto)  or  any preliminary
prospectus,  or  caused  by  any omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  except  insofar  as  such  losses, claims, damages or
liabilities  are caused by or based upon any information furnished in writing to
HT  by  or on behalf of such Selling Holder expressly for use therein or by such
Selling  Holder's  failure  to  deliver  a copy of the registration statement or
prospectus  or any amendments or supplements thereto after HT has furnished such
Selling Holder with copies of the same; provided, however, that HT shall have no
obligation  to  indemnify  under  this  sentence  to the extent any such losses,
claims,  damages  or liabilities have been finally and non-appealably determined
by a court of competent jurisdiction to have resulted from such Selling Holder's
willful  misconduct  or  gross  negligence.  HT  also  agrees  to  indemnify any
Underwriter of the Registrable Securities, their officers and directors and each
person  who controls such Underwriter on substantially the same basis as that of
the  indemnification of the Selling Holders provided in this Section 4.1, except
insofar  as  such  losses, claims, damages or liabilities are caused by or based
upon  any  information  furnished  in  writing  to  HT  by  or on behalf of such
Underwriter  expressly  for  use  therein  or  by  such Underwriter's failure to
deliver  a copy of the registration statement or prospectus or any amendments or
supplements  thereto  after  HT has furnished the Underwriter with copies of the
same;  provided,  however,  that  HT shall have no obligation to indemnify under
this sentence to the extent any such losses, claims, damages or liabilities have
been  finally and non-appealably determined by a court to have resulted from any
such  Underwriter's  willful misconduct or gross negligence.  The obligations of
HT  under  this  Section  4.1 shall be in addition to any liability which HT may
otherwise  have to any Indemnified Person and the obligations of any Indemnified
Person  under  this Section 4.1 shall be in addition to any liability which such
Indemnified  Person  may  otherwise  have  to HT.  The remedies provided in this
Section  4.1  are not exclusive and shall not limit any rights or remedies which
may  otherwise  be  available  to  an  indemnified  party  at  law or in equity.

     4.2     Indemnification  By Selling Holders.  Each Selling Holder agrees to
             -----------------------------------
indemnify, and hold harmless HT, its officers and directors, and each Person, if
any, which controls HT within the meaning of either Section 15 of the Securities
Act  or  Section  20  of  the Exchange Act, from and against any and all losses,
claims,  damages,  liabilities,  costs  and  expenses  (including  reasonable
attorneys'  fees)  caused  by,  arising out of, resulting from or related to any
untrue  statement  or  alleged  untrue statement of a material fact contained or
incorporated  by  reference in any registration statement or prospectus relating
to  the  Registrable  Securities  (as  amended  or supplemented if HT shall have
furnished  any amendments or supplements thereto) or any

                                       11
<PAGE>
preliminary  prospectus,  or caused by any omission or alleged omission to state
therein  a  material fact required to be stated therein or necessary to make the
statements  therein  not  misleading,  but  only  with  reference to information
furnished in writing by or on behalf of such Selling Holder expressly for use in
any registration statement or prospectus relating to the Registrable Securities,
or  any  amendment  or  supplement  thereto  or any preliminary prospectus. Each
Selling  Holder  also  agrees to indemnify and hold harmless any Underwriters of
the  Registrable  Securities,  their  officers and directors and each person who
controls  such  Underwriters  on  substantially  the  same  basis as that of the
indemnification  of  HT provided in this Section 4.2, but only with reference to
information  furnished  in  writing  by  or  on  behalf  of  such Selling Holder
expressly  for  use  in any registration statement or prospectus relating to the
Registrable  Securities,  or  any  amendment  or  supplement  thereto  or  any
preliminary  prospectus. Each such Selling Holder's liability under this Section
4.2 shall be limited to an amount equal to the net proceeds (after deducting the
applicable  underwriting  discount  and  expenses  associated  with such Selling
Holder's Registrable Securities sold thereunder) received by such Selling Holder
from  the  sale  of  such  Registrable  Securities  by  such Selling Holder. The
obligation  of  each  Selling  Holder  hereunder shall be several and not joint.

     4.3     Conduct  Of  Indemnification  Proceedings.  In  case any proceeding
             -----------------------------------------
(including  any  investigation  by  any  court,  governmental,  regulatory  or
administrative  agency  or  commission  or  other  governmental  authority  or
instrumentality,  domestic (federal, state or municipal) or foreign governmental
entity)  shall  be instituted involving any Person in respect of which indemnity
may  be  sought  pursuant  to  Section  4.1  or  Section  4.2,  such Person (the
"Indemnified  Party")  shall  promptly  notify  the  Person  against  whom  such
 ------------------
indemnity  may  be  sought  (the  "Indemnifying  Party")  in  writing  and  the
                                   -------------------
Indemnifying  Party,  upon  the  request  of the Indemnified Party, shall retain
counsel  reasonably  satisfactory  to  such  Indemnified Party to represent such
Indemnified  Party  and  any others the Indemnifying Party may designate in such
proceeding  and  shall pay the fees and disbursements of such counsel related to
such  proceeding.  In  any such proceeding, any Indemnified Party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be  at  the  expense of such Indemnified Party unless (i) the Indemnifying Party
and  the  Indemnified  Party shall have mutually agreed to the retention of such
counsel  or  (ii)  the  named  parties  to  any  such  proceeding (including any
impleaded  or  joined  parties)  include  both  the  Indemnified  Party  and the
Indemnifying  Party  and,  in the written opinion of counsel for the Indemnified
Party, representation of both parties by the same counsel would be inappropriate
due  to  actual or potential differing interests between them.  It is understood
that  the  Indemnifying  Party  shall  not, in connection with any proceeding or
related  proceedings  in  the  same  jurisdiction,  be  liable  for the fees and
expenses  of  more than one separate firm of attorneys (in addition to any local
counsel)  at  any  time for all such Indemnified Parties, and that all such fees
and  expenses  shall  be  reimbursed as they are incurred.  In the case any such
separate  firm for the Indemnified Parties exists, such firm shall be designated
in  writing  by  the  Indemnified  Parties.  The Indemnifying Party shall not be
liable  for  any  settlement  of  any  proceeding  effected  without its written
consent,  but if settled with such consent (not to be unreasonably withheld), or
if  a  final judgment is entered for the plaintiff, the Indemnifying Party shall
indemnify  and  hold harmless such Indemnified Parties from and against any loss
or  liability  (to  the  extent  stated  above)  by reason of such settlement or
judgment.


                                       12
<PAGE>
     4.4     Contribution.
             ------------

          (a)     If  the indemnification provided for in this Article IV is, by
operation  of  law unavailable to an Indemnified Party in respect of any losses,
claims,  damages  or liabilities in respect of which indemnity is to be provided
hereunder,  then  each  such  Indemnifying  Party,  in lieu of indemnifying such
Indemnified  Party,  shall to the fullest extent permitted by law, contribute to
the amount paid or payable by such Indemnified Party as a result of such losses,
claims,  damages  or liabilities in such proportion as is appropriate to reflect
the  relative fault of such party in connection with the statements or omissions
that  resulted  in  such  losses, claims, damages or liabilities, as well as any
other  relevant  equitable  considerations.  The relative fault of HT, a Selling
Holder  and  the  Underwriters  shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission  or  alleged  omission  to state a material fact relates to information
supplied  by  such  party and the parties' relative intent, knowledge, access to
information  and  opportunity  to correct or prevent such statement or omission.

          (b)     HT  and  each  Selling Holder agrees that it would not be just
and  equitable  if  contribution pursuant to this Section 4.4 were determined by
pro  rata  allocation  (even  if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The  amount  paid  or payable by an Indemnified Party as a result of the losses,
claims,  damages  or  liabilities  referred  to  in  the  immediately  preceding
paragraph  shall  be  deemed  to  include,  subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in  connection  with  investigating or defending any such action or claim.  Each
Selling  Holder  shall not be required to contribute any amount in excess of the
amount  by  which  the  net proceeds of the offering (before deducting expenses)
received  by  such  Selling  Holder exceeds the amount of any damages which such
Selling  Holder  has  otherwise been required to pay by reason of such untrue or
alleged  untrue  statement or omission or alleged omission.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act)  shall  be entitled to contribution from any Person who was not
guilty  of  such  fraudulent  misrepresentation.

                                    ARTICLE V

                                  MISCELLANEOUS
                                  -------------

     5.1     Participation  In  Underwritten  Registrations.  No  Person  may
             ----------------------------------------------
participate  in  any  underwritten  registered  offering  contemplated hereunder
unless  such  Person  (a) agrees to sell its securities on the basis provided in
any  underwriting  arrangements  approved  by  the Persons entitled hereunder to
approve  such  arrangements,  (b)  completes  and  executes  all  (to the extent
reasonable  and  customary)  questionnaires,  powers  of  attorney,  custody
arrangements,  indemnities,  underwriting  agreements  and  other  documents
reasonably  required  under the terms of such underwriting arrangements and this
Agreement  and  (c)  furnishes  in writing to HT such information regarding such
Person,  the  plan  of  distribution  of  the  Registrable  Securities and other
information  as HT may from time to time reasonably request or as may legally be
required  in  connection with such registration; provided, however, that no such
Person shall be required to make any representations or warranties in connection
with  any  such registration other than


                                       13
<PAGE>
representations  and  warranties as to (i) such Person's ownership of his or its
Registrable  Securities  to be sold or transferred in a manner which is free and
clear  of  all  liens,  claims  and  encumbrances,  (ii) such Person's power and
authority  to  effect  such  transfer  and  (iii)  such  matters  pertaining  to
compliance  with  securities  laws  as  may  reasonably  be  requested; provided
further,  however,  that  the obligation of such Person to indemnify pursuant to
any  such  underwriting  agreements shall be several, and not joint and several,
among  such  Persons  selling  Registrable Securities, and the liability of each
such  Person  will be in proportion to, and provided further that such liability
will be limited to, the net amount received by such Person from the sale of such
Person's  Registrable  Securities  pursuant  to  such  registration.

     5.2     Rule  144.  HT  shall file any and all reports required to be filed
             ---------
by  it under the Securities Act and the Exchange Act and shall take such further
action as the Holders may reasonably request to the extent required from time to
time  to  enable the Holders to sell Registrable Securities without registration
under  the  Securities  Act  within the limitation of the exemptions provided by
Rule  144  under  the  Securities  Act, as such Rule may be amended from time to
time,  or  any  similar  rule or regulation hereafter adopted by the Commission.
Upon  the  request  of  any  Holder,  HT  will  deliver to such Holder a written
statement  as  to  whether  it  has  complied  with such reporting requirements.

     5.3     Market  Stand-Off.  In  connection  with  the  registration of HT's
             -----------------
securities  (whether  or  not such Holder is participating in such registration)
upon  the  reasonable  request  of  HT  and  the  managing  Underwriter  of  any
Underwritten  offering  of HT's securities, each Holder agrees not to sell, make
any  short  sale  of,  loan,  grant any option for the purchase of, or otherwise
dispose  of,  any  Registrable  Securities  (other  than  those  included in the
registration)  without prior written consent of HT, or such Underwriters, as the
case  may be, for such period of time (not to exceed 180 days from the effective
date  of  such  registration)  as HT and the managing Underwriter may reasonably
specify.

     5.4     Amendments,  Waivers,  Etc.  This  Agreement  may  not  be amended,
             --------------------------
waived  or  otherwise  modified or terminated except by an instrument in writing
signed  by  HT  and  the  Holders  of  at  least  two-thirds  of the Registrable
Securities  then  held  by  all  the  Holders.

     5.5     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.

     5.6     Entire  Agreement.  This  Agreement,  together  with the Securities
             -----------------
Purchase  Agreement and the 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.

     5.7     Articles,  Sections.  Unless  the  context  indicates  otherwise,
             -------------------
references to Articles, Sections and paragraphs shall refer to the corresponding
articles,  sections  and  paragraphs  in  this  Agreement.


                                       14
<PAGE>
     5.8     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  principles  of  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 5.8 shall affect the right of any
party  hereto  to  serve  legal  process  in  any other manner permitted by law.

     5.9     Assignment  of  Registration  Rights.  Each  Holder  of Registrable
             ------------------------------------
Securities  may assign all or any part of its rights under this Agreement to any
person  to  whom such Holder sells, assigns, transfers, conveys  or pledges such
Registrable  Securities.  In  the  event that the Holder shall assign its rights
pursuant  to  this Agreement in connection with the transfer of less than all of
its Registrable Securities, the Holder shall also retain its rights with respect
to  its  remaining  Registrable  Securities.

     5.10     Parties  in  Interest.
              ---------------------

          (a)     This  Agreement shall be binding upon and inure to the benefit
of HT and any successor organization which shall succeed to substantially all of
the  business  and property of HT, whether by merger, consolidation, acquisition
of  all  or  substantially  all  of  the assets of HT or otherwise, including by
operation  of  law  ("Successor").  HT hereby covenants and agrees that it shall
                      ---------
cause  any  Successor to adopt and assume this Agreement.  If a parent entity of
HT or its Successor becomes the issuer of the Registrable Securities, then HT or
such Successor shall cause such parent entity to adopt and assume this Agreement
to  the  same  extent  as  if  the  parent  entity  were  HT  or such Successor.

          (b)     If,  after  the  date  hereof  and  prior  to  the  Commission
declaring the registration statement to be filed pursuant to Section 2.1, 2.2 or
2.3 effective under the Securities Act, HT grants to any Person any registration
rights  with  respect  to  any  HT  securities which contain terms that are more
favorable  to such other Person than those provided in this Agreement are to the
Holder,  then  HT  forthwith  shall  grant  (by  means  of  an amendment to this
Agreement  or otherwise) identical registration rights to all Holders hereunder.

     5.11     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):


                                       15
<PAGE>
          (a)  If to CHP, to:
               CNL Hospitality Properties, Inc.
               CNL Center at City Commons
               450 South Orange Avenue
               Orlando, Florida 32801-3336
               Facsimile:
               Attn: Brian Strickland

               with a copy (which shall not constitute notice hereunder) 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 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.

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

     5.13     Specific  Enforcement.  The parties recognize that in the event HT
              ---------------------
should  refuse  to  perform  under  the  provisions  of this Agreement, monetary
damages  alone  will  not  be  adequate.


                                       16
<PAGE>
Accordingly,  CHP 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,  HT  hereby  waive the defense that there is an adequate remedy at
law.  In no event shall HT be entitled to seek specific performance with respect
to  any  of  CHP's  obligations  arising  under  this  Agreement.


                                       17
<PAGE>
     IN  WITNESS  WHEREOF,  HT  and  each Holder has caused this Agreement to be
signed  by  its  duly  authorized  officer  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  TRUST

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



                (SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT)


                                       18
<PAGE>