HOTEL/MOTEL MANAGEMENT AGREEMENT


     This  Hotel/Motel  Management  Agreement (this  "Agreement") is made on the
date specified on Schedule I by and between Owner (identified on Schedule I) and
HMGT MANAGEMENT CORPORATION  (hereinafter referred to as "Manager"),  a Delaware
corporation,  having  offices at 13663 Jupiter Road,  Suite 401,  Dallas,  Texas
75238.


                                    Preamble

     Owner is the  owner of that  certain  real  property,  improved  by a hotel
facility (the "Hotel"),  described on Schedule I. Owner and Manager have entered
into this  Agreement to provide for the  management  and operation of the Hotel.
The definitions for the capitalized  terms contained in this Agreement are found
in Article 14.

1.   APPOINTMENT AND TERM.

     1.01  Appointment.  Owner hereby  appoints  Manager as manager of the Hotel
     with the  obligation  to direct,  supervise,  manage and operate the Hotel.
     Owner  will not  employ  any other  party to manage  the Hotel  during  the
     term(s) of this Agreement.

     1.02  Operating  Term.  The initial  operating  term of this Agreement will
     commence  at  12:01  A.M.  on  the  date  identified  on  Schedule  I  (the
     "Commencement  Date") and  terminate at 11:59 P.M. on the  expiration  date
     identified on Schedule I (the "Expiration Date").

     1.03 Management  Procedures.  Manager will consult with Owner on a periodic
     and regular basis with respect to the management of the Hotel.  Manager, on
     behalf  of  Owner,  may  take all  actions  it  deems  appropriate  for the
     operation of the Hotel and will carry out all written  directives of Owner,
     excepting  directives  (i)  contrary  to law,  (ii)  inconsistent  with the
     contractual  obligations  of Owner or (iii) which will  subject  Manager to
     liability above and beyond Manager's responsibilities  contemplated by this
     Agreement  Owner's  written  directives  will  be  delivered  to  Manager's
     regional vice president of operations responsible for the Hotel and not the
     general  manager  on site at the  Hotel.  For  purposes  of  communications
     between Manager and Owner, Owner's authorized representatives will be those
     individuals identified in writing by Owner.

2.   HOTEL OPERATIONS.

     2.01 Hotel Management Services. Manager will manage the Hotel in accordance
     with  standards  and policies  appropriate  for the operation of comparable
     facilities,  including the Standards and policies of Owner's Franchiser, if
     any. Manager will perform the activities  contained on Schedule I, but only
     to the extent that  sufficient  funds are  available  to Manager to perform
     those activities.
<PAGE>


     2.02 Employees.

A.   Manager  will  select a general  manager and the  department  heads for the
     Hotel and all personnel,  which Manager  determines to be necessary for the
     operation of the Hotel (collectively,  the "Employees"). All Employees will
     be employed at Owner's cost and expense,  but will be employees of Manager.
     However, at the sole option and discretion of Manager,  Manager may procure
     the Employees from a third party employee leasing company.

B.   All decisions with regard to the terms of employment, including but limited
     to compensation,  bonuses, fringe benefits,  discharge,  and replacement of
     all Employees,  will be made and implemented  directly by Manger or through
     the general manager,  department heads, or any of their designees under the
     supervision of Manager.

C.   Manager will administer  necessary employee benefit programs,  maintain all
     necessary records,  file all necessary reports, and pay, for the account of
     Owner, out of the Hotel Accounts, all taxes that relate to the Employees.

D.   Manager will assist Owner in responding to organizational efforts by unions
     and in negotiating and implementing union agreements that relate to Owner's
     employees.  With respect to Manager's employees,  only Manager will respond
     to  organizational  efforts by unions and have  contractual  authority with
     respect to the terms of any union contract. Additionally, Manager shall not
     be required (by Owner) to take  actions  which will  unreasonably  increase
     Manager's  liabilities  under any union contract.  Upon termination of this
     Agreement, Owner will assume Manager's obligations under any union contract
     with respect to Employees hired by Owner at that time.

2.03 Capital Replacements.

A.   An independent and segregated  replacement  reserve account will be created
     in the name of Owner  (the  "Capital  Replacement  Reserve  Account").  The
     Capital  Replacement  Reserve Account will be funded by transferring on the
     tenth  (10th) of each  month a sum equal to the  percentage  identified  on
     Schedule I of the Gross Revenue of the preceding month.

B.   Proceeds   (insurance  or   otherwise)   received  in   reimbursement   for
     expenditures  previously charged to the Capital Replacement Reserve Account
     for  Capital  Replacements  and all  proceeds  from the sale of any capital
     items  determined by Manager to no longer be needed or appropriate  for the
     operation  of the  Hotel or to be  replaced,  will be added to the  Capital
     Replacement Reserve Account.
<PAGE>

C.   Manager will administer the Capital  Replacement  Reserve Account on behalf
     of Owner. The proceeds of the Capital  Replacement  Reserve Account will be
     applied to Capital  Replacements in accordance with the Annual Plan or with
     the Owners approval.

3.   ANNUAL PLAN.

     3.01  Preparation and Submission.  Owner and Manager  acknowledge  that the
     budgeting  process is a critical factor to the successful  operation of the
     Hotel and is also a key communication  link between the parties.  Not later
     than thirty (30) days after the  Commencement  Date,  Manger will submit to
     Owner,  for its  approval,  an operating  budget for the initial  Operating
     Year. For purposes of this Article 3, the operating  budget for the initial
     Operating  Year  will be  deemed  to be the  Annual  Plan  for  that  year.
     Thereafter,  Manager will submit to Owner, for its approval, not later than
     thirty (30) days before the beginning of each  Operating  Year the proposed
     annual plan for the Hotel (the "Annual Plan") comprised of the following:

          (a)  A  statement  of  the  estimated  income  and  expenses  for  the
               Operating Year, including  assumptions as to payroll, room rates,
               and  occupancies,  which will  reflect the  estimated  results of
               operations for each month of the Operating Year;

          (b)  Either  as part of the  statement  of the  estimated  income  and
               expenses  referred to in the preceding clause (a), or separately,
               budgets covering  proposed expenses for the coming Operating Year
               for (i) Capital Replacements and (ii) Operating Equipment;

          (c)  A marketing plan; and

          (d)  A monthly cash flow forecast  which  presents the amount of funds
               that  must  remain in the  Hotel  Accounts  as of the end of each
               month during the Operating Year to assure  sufficient  moneys for
               working  capital and  expenditures  authorized  trader the Annual
               Plan.

     Owner  acknowledges  that  Manager's  budgets and forecasts are  management
tools to be used solely for internal  management purposes and does not represent
performance  standards or warranties of performance by Manager. In preparing all
budgets and forecasts and the estimated  profit and loss  statements  comprising
the  Annual  Plan,  Manager  will base its  estimates  upon the most  recent and
reliable  information  available,  taking into account the location of the Hotel
and Manager's  experience in hotel operations.  Manager expressly  disclaims any
warranty of or representations as to results of operations of the Hotel.

     3.02  Owner's  Approval.  Owner will review the Annual Plan within  fifteen
(15) days after receiving such Annual Plan. Within fifteen (15) days after Owner
completes its review, Owner and Manger will meet at Manager's offices to discuss
Owners comments and to review Manager's financial and operational  analysis.  If
an agreement is not reached by the first day of the Operating  Year,  the Annual
Plan will be based on actual results of the previous Operating Year.
<PAGE>

     3.03  Compliance with Annual Plan.  Manager will use reasonable  efforts to
comply with the Annual Plan and will not incur any material  additional  expense
or change  materially  the manner of operation of the Hotel  without the written
approval of Owner.

     3.04  Agreement  Limitation.  Manager will not enter into any commitment on
behalf of Owner requiring  payments of amounts in excess of the amount set forth
on  Schedule  I or  requiring  performance  over a time  period in excess of the
period set forth on Schedule I without the written approval of Owner.

     3.05 Emergencies. The limitations of Sections 3.03 and 3.04 do not apply to
emergency repairs or emergency  actions.  For the purposes of this Section 3.05,
an emergency  means an  unforeseen  circumstance  that in the opinion of Manager
requires immediate action which cannot be delayed in order to minimize injury to
the Hotel or injury to any person or property.

4.   HOTEL ACCOUNTS: MAINTENANCE OF MINIMUM BALANCE.

     4.01 Hotel Bank Accounts.  Manager will conduct its various banking affairs
required by this Agreement,  subject, however, to Owner's approval. Manager will
have no liability  for any loss to Owner as a result of any bank  insolvency  or
failure  or as a  result  of any  negligence  or  misconduct  of any  ank or its
employees.  All funds  received in the  operation of the Hotel will be deposited
into one or more  special  accounts  bearing  the name of the Hotel (the  "Hotel
Accounts"),  or the Capital Replacement Reserve Accounts as appropriate,  in the
banks so selected by Manager. Owner's funds will not be co-mingled with funds of
Manager or funds of other hotels managed by Manager. However, all of the Hotel's
disbursements will be made out of a common corporate  disbursement account along
with  disbursements  for other  hotels,  which  will be  funded  only at time of
payment from the Hotel Accounts or, as to Capital Replacements, from the Capital
Replacement Reserve Account.

     4.02 Minimum Balance. Upon establishment of Hotel Accounts and at Manager's
direction,  Owner will deliver to Manager for deposit in the Hotel  Accounts the
sum set forth on Schedule I (the "Minimum  Balance") and will advance additional
funds from time to time,  within  three (3) working days of receipt of a written
request from Manager, to maintain the Minimum Balance.

5.   BOOKS AND RECORDS.

     5.01  Maintenance  of Books and  Records.  Manager  will keep  complete and
adequate books of account and such other records as are necessary to reflect the
results of the  operation of the Hotel.  Manager will keep the books and records
for the Hotel in all material  respects in accordance with the Uniform System of
Accounts,  on an accrual basis, in accordance with generally accepted accounting
principles consistently applied.
<PAGE>


     5.02 Location Examination and Inspection.  Except for the books and records
which may be kept in Manager's home office or other suitable location,  pursuant
to the adoption of a control billing system or other  centralized  service,  the
books of account and all other records  relating to or reflecting  the operation
of the Hotel will be available to Owner and its representatives  upon reasonable
request for examination, inspection and transcription.

     5.03 Owner to Receive  All Books and  Records  upon  Termination.  Upon any
termination  of this  Agreement,  all original books and records not kept at the
Hotel,  will be turned over to the Owner  forthwith  so as to ensure the orderly
continuance of the operation of the Hotel, provided,  however,  Manager will, at
its  expense,  be  entitled to retain  copies of all books and records  wherever
located.

     5.04 Reports to Owner.

     A.   Manager will deliver,  not later than the twentieth  (20th) day of the
          month, a detailed (i) profit and loss statement showing the results of
          operation of the Hotel for the prior month and the year to date,  with
          a comparison  to the  forecasts  contained in the then Current  Annual
          Plan; (ii) market segmentation report; (iii) accounts receivable aging
          report as of the end of the  previous  month;  and (iv) report of cash
          balances at month end.

     B.   Within ninety (90) days after the end of each Operating Year,  Manager
          will  deliver a balance  sheet,  a profit  and loss  statement,  and a
          statement  of cash  flows.  Costs of a  certified  audit or any  other
          reports by an independent  certified  public  accountant,  if and when
          requested by Owner,  will be an Operating Expense and will be directed
          as to scope and content by Manager.

     C.   At Owner's  request,  Manager will further deliver  financial  reports
          required by third parties.  If Manager incurs  substantial  additional
          costs  in  producing  these  reports,   these  additional  costs  will
          constitute an Operating Expense.

     5.05 Final Accounting.  Upon termination of this Agreement, for any reason,
Manager will promptly  deliver to Owner,  but will be permitted to retain a copy
of, the following:

     (a)  A final  accounting,  reflecting the balance of income and expenses of
          the Hotel as of the date of termination;

     (b)  Any  balance of funds in the Hotel  Accounts,  or  elsewhere,  held by
          Manager with respect to the Hotel (after payment or  reservation  with
          respect to all committed obligations); and
<PAGE>

     (c)  All  books  and  records  of the  Hotel  (including  those  stored  on
          computerized  software),  and all contracts,  bookings,  reservations,
          leases, receipts for deposits,  unpaid bills and other records, papers
          or documents which pertain to the Hotel,  and duplicate  copies of the
          personnel  records of employees of the Hotel  (provided,  Manager will
          not be required to turn over computer  software,  but will provide all
          printouts from the software related to the Hotel).

     5.06 Form of Reports. All reports will be in Manager's customary detail and
form for managed properties. A sample of a profit and loss statement is attached
as Schedule III.

6.   MANAGEMENT FEE AND EXPENSES.

6.01 Management Fees.

     A.   Owner will pay to Manager a base management fee (the "Base  Management
          Fee") and an incentive management fee (the "Incentive Management Fee")
          together with any sales and use taxes.

     B.   The Base  Management  Fee will be  equal  to the  percentage  of gross
          Revenues set forth on Schedule I with respect to each  separate,  full
          or  partial  month  during  the  term  of  this  Agreement.  The  Base
          Management  Fee will be payable no later than the tenth  (10th) day of
          the  month  immediately  succeeding  the  month  for  which  the  Base
          Management Fee is earned.

     C.   The Incentive  Management  Fee will be as set forth on Schedule I. The
          Incentive  Management  Fee for  each  Operating  Year  will be paid in
          substantially  equal Monthly  installments  based upon the anticipated
          Incentive  Management Fees for the Operating Year as determined in the
          current Annual Plan, as adjusted  during the Operating  Year, and will
          be payable no later than the tenth (10th) of each month. The Incentive
          Management  Fee will be based on actual  results after the first month
          that the Hotel is managed by Manager.

6.02  Accounting  Service  Fees.  Manager  will  charge,  and Owner  will pay to
Manager, an accounting service fee as set forth on Schedule I.

6.03  Reimbursement of Costs and Expenses.  Owner will reimburse Manager for all
costs and  expenses  incurred  by Manager for  Owner's  account in the  ordinary
course of business  under the terms and provisions of this  Agreement,  and such
reimbursement items will include, but not be limited to, the following:

     (a)  The salaries and wages,  including  costs of payroll  taxes,  bonuses,
          retirement plan  contributions,  fringe benefits,  and related payroll
          items  incurred  with respect to Manager's  employees  assigned to the
          Hotel;
<PAGE>

     (b)  Expenses for shared  services and  purchases  (equitably  allocated to
          each hotel  benefitting  from the shared  services or  purchases  in a
          manner  consistent with Manager's  allocation policy uniformly applied
          to all managed hotels.)


     (c)  All  taxes,  including  sales and use taxes  and  similar  assessments
          levied against all fees and reimbursements payable by Owner to Manager
          or Manager's affiliates under this Agreement.

7.   DISBURSEMENTS.

7.01  Priority of Payments.  All Gross  Revenues  will be deposited in the Hotel
Accounts as and when  received,  Manager is authorized to and will disburse on a
current basis, on behalf of Owner,  funds from the Hotel Accounts (to the extent
Available) in the following order of priority:

(a)  Payment of payroll and payroll taxes and other  employment costs identified
     in  Section  6.03 (a),  including  any sales and use taxes  imposed on such
     costs;

(b)  Payment of all remaining sales and use taxes, including sales and use taxes
     on fees and reimbursements to Manager;

(c)  Payment to Manager of all other amounts due under Article 6;

(d)  Payment of any  Operating  Expenses  (i) payable to  Manager,  or (ii) with
     respect to which Manager has pledged its credit;

(e)  Payment of all other Operating Expenses;

(f)  Transfers pursuant to Section 2.03;

(g)  Payment (as  allocated  by Owner to the extent of  available  cash) of real
     estate and personal  property  taxes,  debt service on the First  Mortgage,
     rents and other  sums due under any  ground  lease and Fixed  Charges  (not
     otherwise provided for in this schedule of priorities);

(h)  Other Cash Flow Expenditures  (not otherwise  provided for in this schedule
     of priorities); and

(i)  Payment of the balance to Owner.

     Manager may reserve  funds in the Hotel  Accounts each month (i) for any of
the  above  items  that are not paid on a  monthly  basis  for a period of up to
twelve  (12)  months in advance and (ii) for cash  deficiencies  anticipated  to
occur at the Hotel  during the  ninety  (90) day period  following  any  monthly
disbursement date.
<PAGE>

7.02 Remittances to Owner.  Concurrently with delivery of the monthly statements
required pursuant to Section 5.04A.  Manager will remit to Owner all sums in the
Hotel Accounts (except the Capital Replacement Reserve Account) in excess of the
Minimum Balance plus reserve funds.

8.   INSURANCE.

8.01 Maintenance of Insurance. Owner will maintain, at Owner's cost and expense,
a comprehensive  general liability  insurance policy which includes,  but is not
necessarily limited to, coverage for products liability, inkeepers and dram shop
liability, and comprehensive  automobile liability,  that insures both Owner and
Manager.  In  addition,  Owner  will  maintain  at its  cost and  expense  other
insurance of the types and in amounts prudent for hotels similar to the Hotel.

8.02 Owners Methods of Obtaining Insurance.  At its option Owner may procure and
maintain  the  insurance  required  by this  Agreement  by (i)  undertaking  the
procuring of insurance  directly in its own name and behalf,  but naming Manager
as an additional  named insured,  or (ii) agreeing to coverage  under  Manager's
blanket policies in accordance with Manager's proposal at a price established by
Manager.

8.03 Parties Insured,  Amount of Coverage,  Etc. All insurance policies provided
for in Section 8.01 and 8.02 will include:

(a)  Manager and Owner as parties insured, as their interests may appear;

(b)  Coverage and  deductible as will be reasonably  agreed to from time to time
     by Manager and Owner;

(c)  Where  appropriate  the  insurer's  waiver of  subrogation  rights  against
     Manager; and

(d)  A requirement  that the insurer provide at least thirty (30) days notice of
     cancellation  or  material  change  in  the  terms  and  provisions  of the
     policies.

8.04  Evidence of Insurance.  At least thirty (30) days prior to the  expiration
date of all insurance  policies the party  obtaining the insurance  will provide
the other party with a binder, or certificates of insurance, evidencing renewal.

8.05  Limitations  on Scope  of  Service.  Although  Manager  believes  that the
insurance  available  under its blanket  policies is adequate  for its  business
purposes,  it is not advising  Owner as to insurance  coverage's and Owner shall
seek  independent  advice,  Manager is not  responsible  for the solvency of any
insurance carrier.
<PAGE>

9.   INDEMNIFICATION.

9.01 Indemnification to Manager. Owner will defend,  indemnify, and hold Manager
harmless from and against any and all actions, suits, claims, penalties, losses,
liabilities,  damages,  and expenses,  including attorney's fees, arising out of
Manager's  performance  of the services to be  performed  by Manager  under this
Agreement  (whether  directed by Owner or not),  including (i) liabilities under
statutes  requiring  notice as a  prerequisite  to the discharge of employees if
Owner terminates this Agreement and (ii) liabilities arising with respect to any
union contract  related to the Hotel,  except claims based upon Manager's  gross
negligence or willful misconduct, failure to act in good faith, or action beyond
the authority granted to Manager by this Agreement.

9.02  Indemnification to Owner. Manager will defend,  indemnify,  and hold Owner
harmless from and against any and all claims arising out of Manager's performing
the  services to be  performed  by Manager  under this  Agreement  to the extent
claims  arise on account of  Manager's  gross  negligence,  willful  misconduct,
failure to act in good faith, or action beyond the authority  granted to Manager
by this Agreement.

9.03 Indemnified Parties.  The indemnities  contained in this Article 9 will run
to the benefit of both Manager and Owner, and the directors, officers, partners,
agents and employees of Owner and Manager and of their affiliates.

9.04 Certain Claims to be Operating Expenses. All costs and expenses,  including
attorneys'  fees,  arising  out of claims  of  negligence  against  the Hotel by
Employees or any proceeding before any state or federal  employment  commission,
wages and  hours  commission,  and union  grievance  committee,  or any  similar
proceeding will be deemed an Operating Expense.

10.  CONDEMNATION.

10.01 Full  Condemnation.  If (i) the entire Hotel is condemned,  or (ii) only a
portion is condemned but it is  unreasonable  to or Owner elects not to continue
operating the remainder of the Hotel,  this Agreement will terminate on the date
when the  ownership of the Hotel or  condemning  portion is  transferred  to the
condemning  authority and Manager will be paid the fee called for in Article 13.
For purposes of this Article 10 a "condemnation" is any exercise of the power of
eminent domain by any governmental  authority,  including a voluntary conveyance
in lieu of judicial proceedings.

10.02 Partial Condemnation.  Upon any condemnation not covered by Section 10.01,
unless Owner elects to terminate  this  Agreement  under  Article 13, Owner will
promptly repair the Hotel and restore it to operating condition.

11.  CASUALTY.

11.01  Damage  by Fire and  Other  Causes.  If all or any  part of the  Hotel is
damaged or destroyed by fire or other casualty, unless Owner elects to terminate
this  Agreement  under  Article  13,  Owner will  promptly  repair the Hotel and
restore it to operating condition.
<PAGE>

12.  TERMINATION FOR CAUSE.

     12.01Termination by Manager.  Manager may terminate this Agreement upon the
occurrence of any of the following:

     (a)  Owner  defaults in its  performance of any obligation of the Agreement
          and (i)  fails to cure the  default  within  thirty  (30)  days  after
          written  notice  or (ii) if the  default  is  susceptible  to cure but
          cannot be cured in thirty  (30) days,  then fails to  commence  within
          thirty (30) days and to diligently pursue the cure.

     (b)  Manager  notifies  Owner that it has  insufficient  funds to repair or
          correct any  condition at the Hotel which is in violation of any Legal
          Requirement  or insurance  requirement or presents a threat to life or
          personal safety and Owner fails to provide  sufficient funds to repair
          or correct the condition within seven days of the notice.

     12.02  Termination by Owner.  Owner may terminate this Agreement if Manager
defaults in its  performance  of any term of the Agreement and (i) fails to cure
the default  within thirty (30) days after written notice or (ii) if the default
is  susceptible  to cure but cannot be cured in thirty (30) days,  then fails to
commence within such thirty (30) days and to diligently pursue the cure.

     12.03 Remedies Reserved.  Termination of this Agreement will not constitute
the exclusively  remedy of either Manager or Owner.  Both Manager and Owner will
retain all other remedies provided for in this Agreement and by law.

13.  TERMINATION FEE.

13.01  Termination Fee. Owner may terminate this Agreement at any time by giving
Manager  sufficient  notice to comply with all applicable  laws,  including laws
governing  notification  to employees (but not less than thirty (30) days notice
in any event),  and  including  with its notice of  termination,  payment of the
termination fee (the  "Termination  Fee") set forth on Schedule I, together with
the  balance  due of any and all  amounts  due  Manager  under  this  Agreement,
including the Base  Management  Fee and the  Incentive  Management  Fee,  earned
through the date of termination.

13.02  Additional  Consideration.  Owner  acknowledges  that Manager will suffer
damage and be entitled to compensation if, as a result of Owner's breach of this
Agreement,  this Agreement terminates or Manager is otherwise unable to continue
managing the Hotel. Accordingly,  Owner, as additional consideration,  agrees to
pay to Manager at the  termination of this Agreement  upon Owner's  breach,  the
amounts  set  forth in  Section  13.01,  together  with  amounts  sufficient  to
indemnify Manager against liability arising under any law governing notification
to employees.
<PAGE>

14.  DEFINITIONS.

14.01 "Accounting Services Fee". Has the meaning contained in Section 6.02.

14.02 "Annual Plan". Has the meaning contained in Section 3.01.

14.03 "Base Management Fee". Has the meaning contained in Section 6.01.

14.04  "Capital  Replacement  Reserve  Account".  Has the meaning  contained  in
Section 2.03.A.

14.05  "Capital  Replacement".  Means the  furnishings  and  equipment and other
items,  the cost of which for accounting  purposes may not be expensed but trust
be  capitalized  over a  useful  life of  greater  than one  year  according  to
generally acceptable accounting principles.

14.06 "Commencement Date". Means the date contained on Schedule I.

14.07 "Employees". Has the meaning contained in Section 2.02.

14.08  "Excluded  Revenues".  Means (i) any gratuity or sales charges added to a
customer's bill which are payable to Hotel employees,  (ii) sales taxes,  excise
taxes, gross receipt taxes, admission taxes,  entertainment taxes, tourist taxes
or other  similar  taxes,  (iii)  proceeds from the sale of  refinancing  of the
Hotel,  (iv) abatement of taxes, and (v) proceeds of insurance,  except business
interruption insurance.

14.09 "Expiration Date". Has the meaning contained in Section 1.02.

14.10 "First Mortgage". Means the mortgage described in Schedule I.

14.11 "Fixed  Charges".  Means any and all amounts paid or expenses  incurred in
connection with the following:

     (a)  Rental  and  other  charges  imposed  under  any  lease  for the  use,
          possession or operation of the Hotel;

     (b)  Taxes  (other  than  income  and  payroll  taxes)  including   without
          limitation real and personal  property taxes,  business and occupation
          taxes, and utility taxes such as sewer taxes;

     (c)  Insurance  (other than employee  benefits  insurance  such as workers'
          compensation insurance and health or life insurance); and

     (d)  Transfers to the Capital Replacement Reserve Account.
<PAGE>


14.12 "Fixed Expense Lease". Means any lease of real property and of furnishings
and equipment  which if not leased would be purchased and  capitalized  as fixed
assets.

14.13 "Franchise Cost".  Means expenditures for compliance with the requirements
of  the  Franchiser  of the  Hotel,  including  without  limitation  payment  of
royalties,  marketing contributions,  and reservation system fees, but excluding
the cost of compliance with Franchiser's  operating  standards requiring Capital
Replacements.

14.14  "Franchiser".  Means the hotel franchise company licensing the use of the
Hotel name, if any.

14.15  "Furnishing and Equipment".  Means all furniture,  finishing,  equipment,
fixtures,  apparatus and other personal property used in, or held in storage for
use in (or if the  context  so  dictates,  required  in  connection  with),  the
operation of the Hotel, other than Operating Equipment and Operating Supplies.

14.16  "Gross  Revenues".  Means all  revenues  of the Hotel and all its uses of
every nature and kind regardless of source,  excluding Excluded Revenues. By way
of illustration but not limitation, Gross Revenues will include:

     (a)  The amount  received as payment for the use and occupancy of all guest
          rental units;

     (b)  The  amount  received  as  payment  for the use and  occupancy  of all
          meeting rooms, banquet function rooms, and public areas;

     (c)  All  revenues  derived  from  the sale of food and  other  edibles  in
          restaurants,  lounges, meeting rooms, banquets, guest rooms, banquets,
          and any other location at the Hotel;

     (d)  All  revenues  derived from the sale of liquor,  beverages,  and other
          potables in  restaurants,  lounges,  meeting  rooms,  banquets,  guest
          rooms, and any other location at the Hotel;

     (e)  All  revenues  derived  from the use of telephone in guest rooms or in
          public areas;

     (f)  All revenues  derived from leases,  subleases,  concessions,  vending,
          valet services,  swimming pool memberships,  banquet extras, movies or
          income of a similar or related nature; and

     (g)  Proceeds of business interruption insurance.

14.17 "Ground Lease". Means the lease described on Schedule I.

14.18 "Hotel". Means the Hotel described on Schedule I.

<PAGE>

14.19 "Hotel Accounts". Has the meaning contained in Section 4.01.

14.20 "House  Profit" or "Gross  Operating  Profit".  Means Gross  Revenues less
Operating Expenses.

14.21 "Incentive Management Fee". Has the meaning contained in Section 6.01.

14.22 "Legal Requirements". Means all laws, statutes, ordinances, orders, rules,
regulations, permits, licenses,  authorizations,  directions and requirements of
all  governments  and  governmental  authorities,  which now or hereafter may be
applicable to the Hotel and its operation.

14.23 "Manager". Means HMGT Management Corporation, or its successor.

14.24 "Minimum Balance". Has the meaning contained in Section 4.02.

14.25 "Net Operating  Income".  Means House Profit less the Base Management Fee,
the Incentive Management Fee, Fixed Charges and Other Cash flow Expenditures.

14.26 "Operating Equipment".  Means all china, glassware, linens, silverware and
uniforms  used in, or held in storage for use in (or if the context so dictates,
required in connection with), the operation of the Hotel.

14.27 "Operating Expenses".  Means any and all amounts paid or expenses incurred
in connection  with the operation of the Hotel, as determined in accordance with
the Uniform  System of Accounts for Hotels,  in  accordance  with the  generally
accepted accounting  principles,  consistently  applied,  but excluding the Base
Management  Fee,  Accounting  Services Fee, Fixed  Charges,  and other cash flow
expenditures  and non-cash items such as  depreciation.  By way of illustration,
but not limitation, Operating Expenses include:

     (a)  Salaries,  wages,  payroll  taxes,  bonuses,  and  employee  benefits,
          including sales and use taxes imposed thereon,  and payroll processing
          fees;

     (b)  Legal, accounting, and other professional fees;

     (c)  Fees for licenses and permits;

     (d)  Costs of Operating Supplies;

     (e)  Costs of Operating Equipment;

     (f)  Rentals under Operating Leases;

     (g)  Franchise Costs;

     (h)  Expenses  allocated  by Manager in the  ordinary  course as  Operating
          Expenses not  otherwise  itemized  above,  directly  related to rooms,
          food, beverage, telephone, and other segregated outlets; and

<PAGE>

     (i)  Expenses  not  allocated  by  Manager in the  ordinary  course and not
          otherwise  itemized  above,   including   administrative  and  general
          expenses such as  advertising,  sales and  promotion,  utilities,  and
          repair and maintenance (but not of Capital Replacements).

14.28 "Operating Lease". Means leases of personal property, which are not, Fixed
Expense Leases.

14.29  "Operating  Supplies".  Means consumable items used in or held in storage
for use in (or if the context so dictates,  required in  connection  with),  the
operation of the Hotel,  including but not limited to food and beverages,  fuel,
soap, cleaning material, matches, stationery and other similar items.

14.30 "Operating  Year".  Means each twelve month period commencing on the First
day  of  January  (except  for  the  first  year  which  will  commence  on  the
Commencement  Date) and ending on the  subsequent  December 31,  (except for the
last year which will end on the date of  termination,  whether by  expiration of
the term of the Agreement or otherwise).

14.31 "Other Cash Flow  Expenditures".  Means any and all  expenses  incurred in
connection with the following:

     (a)  Interest,   principal,  and  other  payments  on  any  debt  or  other
          obligation for borrowed money,  including debt service on any mortgage
          debt and rents and other charges on Fixed Expense Leases; and

     (b)  Payments  and  distributions  to  Owner.  Excepting  the  distribution
          required pursuant to Section 7.01(j).

14.32 "Owner". Means the entity identified on Schedule I or its successors.

14.33 "Termination Fee". Has the meaning contained in Section I.

14.34  "Uniform  System of Accounts".  Means the Uniform  System of Accounts for
Hotels (Eighth Revised Edition,  1986) as revised from time to time; but not any
subsequent revisions unless approved by both Owner and Manager in writing.

15.  GENERAL PROVISIONS.

15.01  Estoppel  Certificates.  Owner and Manager  each,  upon at least ten (10)
days' notice,  will execute and deliver to Owner,  and to any third party having
or about to have,  a bona fide  interest  in the  Hotel,  a written  certificate
stating that this  Agreement is unmodified  and in full force and effect,  or if
not, stating the details of any modification,  and stating that, as modified, it
is in full force and  effect,  the date to which  payments  have been paid,  and
whether there is any existing default on the part of the other.
<PAGE>

15.02 No Partnership or Joint Venture.  Nothing contained in this Agreement will
be constructed to be or create a partnership or joint venture between Owner, any
affiliate of Owner, its successors or assigns, on the one part, and Manager, any
affiliate of Manager, its successors and assigns, on the other part.

15.03  Modifications  and Changes.  This Agreement cannot be changed or modified
except by another  agreement in writing signed by the party sought to be charged
therewith, or by its duly authorized agent.

15.04  Understanding  and  Agreements.  This  Agreement  constitutes  all of the
understandings  and agreements of whatsoever nature or kind existing between the
parties with respect to Manager's management of the Hotel.

15.05  Headings.  The  Article  and Section  headings  contained  herein are for
convenience of reference only and are not intended to define,  limit or describe
the scope or intent of any provisions of this Agreement.

15.06 Survival of Covenants.  Any covenant,  term or provision of this Agreement
which, in order to be effective, must survive the termination of this Agreement,
will survive any such termination.

15.07 Third Parties.  None of the  obligations of this Agreement of either party
will  run to or be  enforceable  by any  party  other  than  the  party  to this
Agreement  or its  assignee  pursuant to the terms of this  Agreement.  Owner is
expressly  authorized to assign its rights under this Agreement to any mortgagee
of the Hotel.

15.08  Waivers.  No  failure  by  Manager  or Owner to  insist  upon the  strict
performance of any covenant,  agreement, term or condition of this Agreement, or
to exercise  any right or remedy  consequent  upon the breach of this  Agreement
will constitute a waiver of any breach or any subsequent breach of any covenant,
agreement, term, or condition. No covenant, agreement, term or condition of this
Agreement and no breach of this  Agreement  will be waived,  altered or modified
except by written instrument.  No waiver of any breach will affect or alter this
Agreement,  but each and every covenant,  agreement,  term and condition of this
Agreement  will continue in full force and effect with respect to any other than
existing or subsequent breach.

15.09 Governing Law; Venue. This Agreement shall be governed by and construed in
accordance  with the laws of the State of  Texas.  VENUE FOR ANY CAUSE OF ACTION
RELATING TO THIS AGREEMENT SHALL BE EXCLUSIVELY DALLAS COUNTY, TEXAS.
<PAGE>


15.10  Notices.  Except as  otherwise  provided  in this  Agreement  all notices
required  or  permitted  to be given  hereunder,  or which are to be given  with
respect to this  Agreement,  will be in writing sent by  registered or certified
mail, postage prepaid, return receipt requested, addressed to the party to be so
notified as set forth on Schedule  I. Any notice will be deemed  delivered  when
received or receipt  rejected.  Notices  may also be  delivered  by hand,  or by
special courier,  if, in either case, the addressee  acknowledges  receipt.  Any
notice delivered by hand, or by special  courier,  will be deemed delivered when
received.  Either party may at any time change the address for notice by written
notice to the other party.

15.11 Binding Effect. This Agreement will be binding upon, and will inure to the
benefit of, the  successors  in interest and the assigns of the parties  hereto,
provided that no assignment,  transfer,  sale,  pledge,  encumbrance,  mortgage,
lease or sublease by or through  Manager or by or through Owner, as the case may
be, in  violation  of the  provisions  of this  Agreement,  will vest any rights
relative to this  Agreement  in the  assignee,  transferee,  purchaser,  secured
party,  mortgagee,  pledgee,  lessee,  sublessee or occupant,  or will diminish,
reduce or release the obligations of the parties hereto.

15.12  Confidentiality.  Manager  and  Owner  agree  that the  contents  of this
Agreement  will not be disclosed to any other  individual  or entity  (except as
directed by law or judicial order), provided, Owner may disclose the contents of
this Agreement to (i) its partners and limited  partners,  or  shareholders  and
directors,  if a corporate partner;  and (ii) individuals or entities providing,
or proposing to provide, financing to Owner.

15.13  Non-Solicitation of Manager's  Employees.  Owner agrees that it will not,
for a period of two (2) years from the date of expiration or earlier termination
of this  Agreement,  directly  or  indirectly  (i) solicit  (other than  general
solicitations  made to the public at large) the  employment of any key employee,
officer,  or senior or regional director or property manager of Manager, or (ii)
hire any key  employee,  officer,  or senior or  regional  director  or property
manager  employed  by Manager or any former  key  employee,  officer,  or senior
property  manager (of Manager) whose  employment  with Manager has ceased within
180 days of such solicitation or hire. The term "key employee" includes regional
and on-site  hotel  employees  such as the regional  vice  presidents,  regional
directors of sales,  district  managers,  hotel  general  managers and assistant
general managers,  hotel directors of sales, hotel food and beverage manager and
assistant  food and beverage  managers,  and executive  housekeepers.  Owner and
Manager agree that Manager will suffer  substantial  damage as the result of the
loss  of  trained  and  experienced  supervisory  personnel,  and  that  Owner's
agreement contained in this Section 15.13 is a material consideration.  Further,
Owner and Manager  acknowledge  that the damages  that Manager will sustain as a
result of Owner's breach of this provision are  substantial but are difficult to
ascertain.  Therefore, Owner and Manager agree to provide for liquidated damages
in the sum of $500,000.00,  representing  Owner's and Manager's best estimate as
to the damages  that would be incurred by Manager from each  separate  breach of
this  Section  15.13 by Owner,  and not as a penalty  or  forfeiture.  Owner and
Manager agree that such  liquidated  damages are in lieu of any other remedy and
that the solicitation  and/or employment of each individual in violation of this
Section  15.13 will  constitute  a  separate  breach and give rise to a separate
damage award.  Owner will cause its  subsidiaries  and affiliates to comply with
the provisions of this Section 15.13.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed or caused this Agreement to be executed, all as of the
day and year first above written.

                                     OWNER:


                                     AMERI-FIRST HOLDINGS, INC.,
                                     a Texas corporation


                                     By:_______________________________________
                                           Jeffrey C. Bruteyn, President



                                    MANAGER:


                                      HMGT MANAGEMENT CORPORATION,
                                      a Delaware corporation


                                      By:_______________________________________
                                            C. Keith Wilkerson II, President



<PAGE>

                                   SCHEDULE I

                               TERMS OF AGREEMENT


1.       Date of Agreement:         June 15, 2000

2.       Description of Hotel (Preamble):  All hospitality properties owned or
                                           controlled by Ameri-First Group, Inc.
                                           and its subsidiaries.  This includes
                                           hotels, motels, inns, resorts, and
                                           extended stay properties.

3.        Commencement Date (Section 1.02):  June 27, 2000

4.        Expiration Date (Section 1.02):             June 26, 2004

5.        Capital Replacement Reserve Account (Section 2.03):  3.0%

6.        Agreement Limitations (Section 3.04):

a.        Maximum Amount:   $125,000.00

b.        Time Period:              48 months

7.        Minimum Balance (Section 4.02):    $10,000.00

8.        Base Management Fee (Section 6.01):4.0% of Gross Revenue

9.        Incentive Management Fee (Section 6.01):  2% of Gross Operating Profit

10.       Accounting Service Fee (Section 6.02):    $1,500.00  per month  per
                                                     property  ($1,500  per
                                                     month per hotel managed)

11.       Termination Fee (Section 13.01):   $1,000,000.00

12.       First Mortgage (Section 14.10):    All mortgages on all properties

13.       Ground Lease (Section 14.17):      If applicable

15.       Owner (Section 14.32):   Ameri-First  Financial Group,  Inc. and its
                                   subsidiaries, including, but not limited to,
                                   Ameri-First Holdings, Inc., 4514 Cole Avenue,
                                   Suite 806, Dallas, Texas 75205

16.       Notices (Section 15.10)

17.       Use of the mark "HomeGate":   HMGT Management Corporation will allow
                                        Owner to use the mark "HomeGate" in the
                                        Hotel name as long as Manager continues
                                        to manage the Hotel. Owner agrees to
                                        immediately cease using HomeGate upon
                                        the termination of this Agreement.

<PAGE>
                                   SCHEDULE II

               MANAGEMENT SERVICES INCLUDED IN BASE MANAGEMENT FEE
                           AND ACCOUNTING SERVICES FEE

1.    Establish staffing requirements

2.    Establish employment politics such as hiring policies terms of employment,
      wage scales, and vacation and benefit packages

3.    Select key employees and department heads.

4.    Provide property level training

5.    Establish rates and charges for the goods and services to be sold by the
      Hotel

6.    Implement sales and marketing strategies

7.    Supervise property operations

8.    Negotiate and sign purchase orders and service agreements

Home Office

9.    Provide a regional director of operations to supervise property activities

10.   Provide a regional sales director

11.   Provide human resources management

12.   Provide management information systems

13.   Make available Manager's legal staff to provide assistance  in  day-to-day
      property operations.

14.   Negotiate national vending contracts

15.   Purchase all Operating Supplies and Operating Equipment

16.   Pay all expenses incurred in the operation of the Hotel

17.   Maintain the Hotel in good order, repair and condition

18.   Prepare a schedule of suggested insurance coverage and administrate
      purchase of all insurance, if requested by Owner

19.   Implement Manager's standard administrative, accounting, budgeting,
      marketing, and operational policies and practices

Accounting Services

1.    Prepare sales and use tax returns

2.    Process accounts payable

3.    Prepare monthly and yearly financial statement

4.    Provide cash management services