EXHIBIT 10.7

                       MASTER LEASE TERMINATION AGREEMENT


                  This Master Lease  Termination  Agreement (the "Agreement") is
made  as of  this  ____  day  of  September,  2000  by  and  among  Equity  Inns
Partnership, L.P., a Tennessee limited partnership ("EIP"), Equity Inns, Inc., a
Tennessee  corporation ("ENNS") and each of the parties set forth on Exhibit A-1
attached hereto and made a part hereof  (collectively  and together with EIP and
ENNS,  the "ENN  Entities")  and  Interstate  Hotels,  LLC, a  Delaware  limited
liability company ("IHC"), Interstate Hotels Corporation, a Maryland corporation
("Interstate"),  Crossroads Future Company, L.L.C., a Delaware limited liability
company  ("CFC"),  Crossroads/Memphis  Partnership,  L.P.,  a  Delaware  limited
partnership  ("Crossroads/Memphis"),  Crossroads Hospitality Company,  L.L.C., a
Delaware limited  liability company ("CHC") and each of the parties set forth on
Exhibit A-2 attached  hereto and made a part hereof  (collectively  and together
with  IHC,  Interstate,  CFC,  CHC,  and  Crossroads/Memphis,   the  "Crossroads
Entities").

                                   WITNESSETH:


                  WHEREAS,  Lessors and Lessees  (each as  hereinafter  defined)
have  entered  into those  certain  Lease  Agreements  set forth on Exhibit  B-1
attached hereto and made a part hereof (individually, as amended, a "Lease" and,
collectively,  the "Leases") pursuant to which, and among other things,  Lessors
leased  to  Lessees  the  hotels   described  on  Exhibit  B-2  attached  hereto
(individually, a "Hotel" and, collectively, the "Hotels"); and

                  WHEREAS,  Interstate,  as successor in interest to  Interstate
Hotels Company, a Pennsylvania  corporation,  Interstate Hotels, LLC, a Delaware
limited liability company, and Patriot American Hospitality, Inc. (collectively,
the  "Guarantors")  have  executed  and  delivered,  for the benefit of Lessors,
certain Guaranties of Lease for each of the Leases  (individually,  a "Guaranty"
and, collectively, the "Guaranties"); and

                  WHEREAS,   EIP,   ENNS,  IHC  (as  successor  in  interest  to
Interstate  Hotels  Corporation,  a  Pennsylvania  corporation),  the Crossroads
Entities,  and CFC are  parties to that  certain  Master  Agreement  dated as of
November 4, 1996, that certain First  Amendment to Master  Agreement dated as of
November 15, 1996, and that certain Second  Amendment to Master  Agreement dated
as of February 6, 1997,  and that  certain  Consolidated  Amendment to the Lease
Agreements  and Master  Agreement  dated as of March 31,  1999 (as  amended  the
"Master Agreement"); and

                  WHEREAS, subject to the terms and conditions set forth in this
Agreement,  (i) EIP, ENNS, IHC,  Crossroads/Memphis  and CFC desire to terminate
the Master Agreement, (ii) Lessors and Lessees desire to terminate or assign the
Leases,  (iii) Lessors and Interstate  desire to terminate the  Guaranties,  and
(iv) New  Lessees,  as  hereinafter  defined,  and CHC  desire  to enter  into a
management  agreement  pursuant to which and among other  things CHC will manage
the Hotels other than the Excluded Hotels (as hereinafter defined).

                  NOW,  THEREFORE,  for and in  consideration  of the  foregoing
recitals, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the


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parties agree as follows:

Definitions.
-----------
                    The  following  terms shall have the  meanings  set forth in
this Section 1.

          (a)    "Agreement" shall have the meaning ascribed in the introductory
paragraph.

          (b)    "Assignment" shall have the meaning ascribed in Section 7(a).

          (c)    "Assignment of Leases" shall have the meaning ascribed in
Section 7(a).

          (d)    "Assignment of Tenant Leases" shall have the meaning ascribed
to such term in Section 7(a).

          (e)    "Booking" shall mean a contract or reservation for the use of
guest rooms, banquet facilities, or meeting rooms at a Hotel.

          (f)    "Certificate" shall have the meaning ascribed in Section 7 (a).

          (g)    "Closing" shall have the meaning ascribed in Section 7.

          (h)    "Closing  Date" shall mean January 1, 2001,  or such other date
as the ENN Entities and the Crossroads Entities mutually agree.

          (i)  "Continuing  Lease  NOI"  shall  mean  the net  operating  income
generated by the Hotel that is subject to a Continuing  Lease,  after payment of
all of such Hotel's operating expenses  (excluding the payment of any management
fees) and the lease  payment  under the Lease for any calendar year as reflected
on the  financial  statement  of such Hotel that is prepared  by the  applicable
Lessee in accordance with its financial and accounting  practices employed as of
the date hereof.

          (j)  "Continuing  Leases" shall mean the Leases for each of the Hotels
that the ENN Entities are unable to obtain the Necessary Consents.

          (k)   "Cutoff Time" shall mean 12:01 a.m. on the Closing Date.

          (l)   "Default"  shall mean a breach, after the giving of  required or
applicable notice or the expiration of any applicable cure periods,  or both, of
any of the terms, conditions or covenants of this Agreement or the Memorandum of
Understanding.

          (m)   "Deposit Date" shall mean December 14, 2000.

          (n)   "Effective Date" shall mean July 21, 2000.

          (o)   "Escrowee" shall have the meaning ascribed in Section 7.

          (p)   "Equivalent  Management  Fees"  shall mean  the  amount  of  the
aggregate base  management fee and incentive  management fee, if any, that would
have been payable under the Management  Agreement for a Hotel that is subject to
a Continuing Lease for the same calendar year that the Continuing Lease NOI is
determined.


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          (q)   "Excluded  Hotels"  shall  mean each of the  Hotels set forth on
Exhibit C attached hereto and made a part hereof.

          (r)   "Excluded Lease Agreement" shall have the meaning ascribed to
such term in Section 5(a).

          (s)   "Excluded Leases" shall have the meaning ascribed to such term
in Section 5.

          (t)   "Extended Stay Hotels" shall mean the Residence Inns and
Homewood Suites Hotels.

          (u) "Franchise Agreements" shall mean each of the agreements described
on Exhibit D attached hereto and made a part hereof. "Franchise Agreement" shall
mean any of the  agreements  described  on Exhibit D attached  hereto and made a
part hereof.

          (v)   "Guaranty" and "Guaranties" shall have the meaning ascribed to
such terms in the Recitals.

          (w)   "Guarantors" shall have the meaning ascribed to such term in the
Recitals.

          (x) "Guest Ledger Receivables" shall mean amounts, including,  without
limitation,  room charges,  telephone charges, minibar charges, bar charges, and
restaurant charges, charged to a guest's room, accrued to the accounts of guests
occupying rooms in the Hotels as of the Cutoff Time.

          (y)   Hilton Hotels" means the Homewood Suites Phoenix, the Homewood
Suites Hartford/Windsor Locks, the Homewood Suites San Antonio and the Hampton
Inn Detroit/Northville.

          (z)   "Hotel" and "Hotels" shall have the meaning ascribed to such
terms in the Recitals.

          (aa) "Hotel  Contracts" shall mean all written contracts or agreements
which relate to the ownership, maintenance,  construction, repair, and operation
of the Hotels other than the Franchise Agreements,  the Bookings, and the Tenant
Leases, a list of which is attached hereto on Exhibit I-1.

          (bb)  "Impositions" shall have the meaning ascribed to such term in
the Leases.

          (cc)  "Lease" and "Leases" shall have the meaning ascribed to such
terms in the Recitals.

          (dd)  "Lease Amendment" shall have the meaning ascribed to such term
in Section 5.

          (ee)  "Lease Termination Agreement" shall have the meaning ascribed to
such term in Section 7(a).


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          (ff)  "Lessees"  shall mean all of the  Crossroads  Entities  that are
lessees under the Leases and "Lessee" shall mean any of the Crossroads  Entities
that is a lessee under any of the Leases.

          (gg) "Lessors" shall mean all of the ENN Entities that are the lessors
under the  Leases  and  "Lessor"  shall  mean any of the ENN  Entities  that are
lessors under any of the Leases.

          (hh) "Management Agreement" shall mean the Management Agreement in the
form of Exhibit E.

          (ii) "Master Agreement" shall have the meaning ascribed to such term
in the Recitals.

          (jj) "Memorandum of Understanding"  shall mean that certain Memorandum
of Understanding dated July 21, 2000 between CHC and EIP.

          (kk)   "Necessary   Consents"   shall   mean  all  of  the   consents,
authorizations,  and other  approvals that are necessary for the ENN Entities to
terminate the Leases as set forth on Exhibit F.

          (ll) "New Lessee" shall mean any entity  designated by a Lessor as the
new lessee for a Hotel or as manager of an Excluded Hotel  effective on or after
the Closing Date.

          (mm) "Permits" shall mean all licenses (including, without limitation,
all liquor licenses) and permits (including, without limitation, certificates of
occupancy or their equivalents) granted by any governmental  authority or agency
owned by any of the Crossroads Entities or used in or relating to the ownership,
occupancy, or operation of the Hotels or any part thereof.

          (nn) "Proration Items" shall have the meaning ascribed to such term in
Section 8.

          (oo)   "Required Expenditures" shall have the meaning ascribed to such
term in Section 5.

          (pp) "Room  Revenues"  shall mean the gross revenue from the rental of
guest rooms, whether to individuals, groups or transients, at a Hotel, excluding
the following:  (i) the amount of all credits,  rebates or refunds to customers,
guests or patron; and (ii) any fees collected for amenities  including,  but not
limited to, telephone, laundry, movies or concessions.

          (qq)   "Sarasota Hotel" shall mean the Hampton Inn, 5000 North Tamiami
Trail, Sarasota, Florida 34234.

          (rr)   "Settlement Date" shall mean January 5, 2001.

          (ss)   "Settlement Statement" shall have the meaning ascribed to such
term in Section 8.

          (tt)  "Significant  Supplies"  shall mean  supplies  in the  following
categories as required by a franchisor:  (i) irons/ironing  boards,  (ii) coffee
makers,  (iii) kitchen supplies for guest rooms in any Extended Stay Hotels, and
(iv) other operational supplies.


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          (uu) "Tenant  Leases" shall mean the interest of any of the Crossroads
Entities in and to all of the leases, subleases, and other occupancy agreements,
whether or not of record,  which  provide for the use or occupancy of any of the
Hotels or any portion thereof and which are in force as of the date hereof other
than the Leases and the Bookings, a list of which, on a Hotel by Hotel basis, is
attached hereto as Exhibit H-1.

          (vv)  "Utility Contracts" shall have the meaning ascribed to such term
in Section 8.

          (ww) "2001 Lease Budgets" shall have the meaning ascribed to such term
in Section 3(e).

          (xx) "2001 Management Budgets" shall have the meaning ascribed to such
term in Section 3(e).

          2.  Termination  of  Master  Agreement.   Subject  to  the  terms  and
conditions set forth herein, EIP, ENNS, IHC, Crossroads/Memphis,  and CFC hereby
agree that (a) the Master  Agreement shall terminate on the Closing Date and (b)
from and after the Closing Date none of EIP, ENNS, IHC,  Crossroads/Memphis  and
CFC shall have any further rights,  liabilities or obligations under or pursuant
to the Master Agreement  except to the extent such terms expressly,  survive the
termination of the Master Agreement.

          3.  Termination  of Leases and  Guaranties.  (a)  Lessors  and Lessees
hereby agree that as of the  Effective  Date through the Closing  Date,  Section
3.11 from each of the Leases shall be  suspended as to all periods  prior to and
after the Effective Date.  Notwithstanding the foregoing,  in the event that the
Closing does not occur on or before the Closing Date,  the provisions of Section
3.11 of the  Leases  shall  be  reinstated  retroactively  in all of the  Leases
effective as of the Effective  Date as if they had not been  suspended and there
shall not be deemed to have occurred any interruption,  suspension or tolling of
any  performance  standards or time periods for  measurement of any  performance
standards  and nothing  herein shall be deemed to affect in any way EIP's rights
or remedies for any breach of the  performance  standards  under Section 3.11 of
the Leases after December 31, 2000 with respect to the performance standards for
any time periods prior to or after December 31, 2000; provided, however, that if
the Closing does not occur on or before the Closing Date,  solely as a result of
a Default by any of the ENN  Parties,  the  provisions  of  Section  3.11 of the
Leases shall be reinstated in all of the Leases effective as of the Closing Date
and Lessor  shall not have any rights or  remedies  for any breach of any of the
performance  standards  under  Section  3.11 of the Leases for any time  periods
prior to December 31, 2000.

                  (b) (i) Subject to the terms and  conditions  set forth herein
and  except to the extent set forth in  Section  3(b)(ii)  and in Section  3(d),
Lessors and  Lessees  hereby  agree that (A) all of the  Leases,  other than the
Continuing  Leases,  if any,  shall  terminate  effective  at 12:01 a.m.  on the
Closing Date, except for those provisions that expressly survive the termination
of the Leases,  and (B) from and after the Closing  Date none of the Lessors nor
any of the Lessees shall have any further  rights,  liabilities,  or obligations
under or pursuant to the Leases other than the Continuing Leases, if any.

                  (ii) (A) Except to the extent provided in Section  3(b)(ii)(C)
below,  upon a Lessee's  surrender of the Hotel on account of the termination of
the Lease  pursuant to Section  3(b)(i),  such Lessee and its parent  companies,
partners, members, affiliates, subsidiaries, directors,


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officers, successors and assigns, agents, employees and representatives shall be
unconditionally  and fully released and discharged from any and all obligations,
claims,  actions,  liability,  past,  present  and future,  of whatever  kind or
character,  known or unknown,  by reason of,  growing out of,  arising out of or
existing in  connection  with such Hotel,  or by reason of the breach or alleged
breach by such Lessee, or conduct or activity resulting in the breach or alleged
breach by such Lessee, of any of the terms or provisions of such Lease.

                  (B)  Except to the  extent  provided  in  Section  3(b)(ii)(C)
below,  a Lessor  under a Lease  that is being  terminated  pursuant  to Section
3(b)(i)  and  each  of its  parent  companies,  partners,  members,  affiliates,
subsidiaries,  directors,  officers,  successors and assigns, agents, employees,
and representatives are hereby unconditionally and fully released and discharged
from any and all obligations,  claims,  actions,  liability,  past,  present and
future, of whatever kind or character,  known or unknown,  by reason of, growing
out of,  arising  out of or existing  in  connection  with the breach or alleged
breach by such Lessor, or conduct or activity resulting in the breach or alleged
breach by such Lessor, of any of the terms or provisions of such Lease.

                  (C) Notwithstanding anything to the contrary contained in this
Agreement,  each Lessee and each Lessor  under a Lease that is being  terminated
pursuant  to  Section   3(b)(i)  shall  remain  liable  (1)  for  all  rent  and
indemnification  obligations  and  liabilities  under such Lease  which arise or
accrue prior to the Closing Date and (2) with respect to the terms of such Lease
which survive the termination of the Lease.

                  (c) Lessors  hereby  agree that each of the  Guaranties  shall
terminate on the Closing Date in accordance  with Exhibit J attached  hereto and
made a part hereof.

                  (d)  Notwithstanding  anything to the contrary in this Section
3, if requested by ENNS in writing at least ten (10)  business days prior to the
Closing Date the applicable  Lessees shall assign all of their respective right,
title,  and interest to and in the Leases (other than the Excluded  Leases) to a
New Lessee effective as of the Closing Date in lieu of terminating such Lease.

                  (e)  Pursuant  to  Section  3.6 of  the  Leases,  Lessees  are
required to submit to Lessors  year 2001  operating  budgets for the Hotels (the
"2001 Lease  Budgets") on or before  November 1, 2000. In addition,  pursuant to
Section 8.1 of the  Management  Agreement,  which becomes  effective  January 1,
2001, the Manager (as defined in the Management Agreement) is required to submit
to the ENN Entities  and/or the New Lessees annual  business plans for year 2001
(the "2001  Management  Budgets") on or before November 1, 2000.  Lessors hereby
waive the  Lessees'  obligation  to submit the 2001  Lease  Budgets on or before
November 1, 2000; provided,  however, Lessees will submit, on or before November
1,  2000,  a 2001  Management  Budget  for each of the  Hotels  (other  than the
Excluded  Hotels).  Lessees for each of the Excluded Hotels will cooperate,  and
will cause the Lessee's staff at each of the Excluded Hotels to cooperate,  with
the ENN Entities in connection  with the ENN Entities  preparation  of year 2001
operating budgets for each of the Excluded Hotels. If the Closing does not occur
for any reason, or one or more of the Leases is not terminated or assigned as of
the Closing  Date  (pursuant  to the terms of this  Agreement),  the  applicable
Lessees  will  submit a 2001 Lease  Budget for the Hotels for which the Lease is
not being terminated or assigned to the applicable  Lessors on or before January
31, 2001.

          4.    Management Agreement.  Effective as of the Closing Date, the New
Lessees shall enter into the Management Agreement for each of the Hotels (other



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than the Excluded  Hotels)  and the hotel  known as the  Boise,  Idaho Residence
Inn by Marriott.

          5. Covenants.  (a)(i) The ENN Entities covenant and agree to use their
commercially reasonable efforts to obtain all of the Necessary Consents prior to
the Closing Date. On October 15, 2000, ENNS shall provide to Interstate a status
report setting forth (A) which Necessary Consents have been obtained,  (B) which
Necessary  Consents have not yet been  obtained,  and (C) an estimated  date for
obtaining  such  Necessary  Consents for those that have not thus been obtained.
For the purposes of this Section 5(a)(i),  the phrase  "commercially  reasonable
efforts"   shall   include,    without   limitation,    the   payment   of   all
change-of-ownership  fees  required  by  the  franchisors  under  the  Franchise
Agreements  and all "PIPs"  resulting  from such  change-of-  ownership that are
reasonable as determined by the ENN Entities.  The  Crossroads  Entities  hereby
agree to cooperate in all  reasonable  respects  with the ENN Entities to obtain
such Necessary Consents which cooperation shall include, without limitation, the
execution of documents reasonably requested from franchisors (to the extent such
documents  are  acceptable  to  the  Crossroads  Entities  in  their  reasonable
discretion)  and, if  necessary,  documentation  evidencing  CHC's  agreement to
subordinate  its lien  rights,  if any,  under the  Management  Agreement to any
mortgage encumbering a Hotel (provided, however, in no event shall CHC or any of
the Crossroads  Entities be obligated to subordinate their rights to receive any
fees, reimbursements, or indemnification payments under the Management Agreement
arising prior to termination (but (y) if the Management  Agreement is terminated
by the lender or such purchaser, CHC or any of the Crossroads Entities shall not
look to the lender for payment of such fees,  reimbursements or  indemnification
payments  and CHC and the  Crossroads  Entities'  right to  receive  such  fees,
reimbursements or indemnification  payments shall be subordinate to the lender's
rights and (z) if the  Management  Agreement is not  terminated by the lender or
such purchaser, then such fees, reimbursements or indemnification payments shall
be payable by the lender or such purchaser).

                  (ii) If the ENN  Entities  are not able to  obtain  all of the
Necessary Consents, the ENN Entities and the Crossroads Entities hereby agree to
cause the Lessors or a subsidiary of ENNS, as determined by ENNS, and Lessees to
enter into, at Closing: (A) an amendment to the Lease for each of the Hotels for
which the Necessary  Consents  have not been  obtained  (the "Lease  Amendment")
which shall provide, among other things: (1) that the Lessee's obligations under
such  Continuing  Lease  shall  be  limited  to  those  obligations  that CHC is
obligated to perform under the Management  Agreement with respect to such Hotel,
(2) for the same  economic  benefits to such Lessee that CHC is receiving  under
the  Management  Agreement,  (3) that Sections 3.10 and 3.11 of each  Continuing
Lease are  deleted  effective  as of the  Effective  Date,  (4) the  performance
standards  contained in the  Management  Agreement  shall be  applicable  to the
Continuing  Lease, (5) the Continuing Lease shall terminate on the date which is
the  earlier  of (A) the  expiration  date of the term of such Lease on the date
hereof,  and (B) the date on which the ENN Entities  obtain all of the Necessary
Consents for the termination of such  Continuing  Lease pursuant to Section 3(b)
or the assignment of such Continuing Lease pursuant to Section 3(d), (6) for the
sale of the Hotel which is subject to the Continuing Lease to be governed by and
included in the calculations set forth in the Management  Agreement  relating to
restrictions  on the sale of the Hotels and the  termination  of the  Management
Agreement  with respect to such Hotel and (7) that (i) if the amount  determined
by subtracting the Equivalent Management Fees from the Continuing Lease NOI is a
negative  number,  then  Lessor,  or  the  applicable  subsidiary  of  ENNS,  as
applicable, shall pay to such Lessee an amount equal to such difference and (ii)
if the amount determined by subtracting the Equivalent  Management Fees from the
Continuing  Lease NOI is  positive,  then Lessee shall pay to such Lessor or the
subsidiary of ENNS, as applicable, the


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amount equal to such difference.  Notwithstanding the foregoing,  Lessees hereby
agree to  cooperate  in  structuring  any such Lease  Amendments  with ENNS in a
manner that will satisfy  federal income tax  provisions  that are applicable to
ENNS;  provided,  however, in no event shall any Lessee be required to structure
any Lease Amendment in a manner that would reduce th economic benefits below the
amount that such Lessee or CHC would have received if the  Management  Agreement
was  entered  into for such Hotel in lieu of such Lease  Amendment.  In no event
shall this Agreement be terminated or the Closing delayed as a result of the ENN
Entities  inability to obtain the Necessary  Consents.  The Lease  Amendment for
each Continuing  Lease shall be in form and substance  reasonably  acceptable to
the ENN Entities and the Crossroads Entities.

                  (iii)  If the ENN  Entities  request  that  any of the  leases
governing the Excluded  Hotels (the "Excluded  Leases")  continue from and after
the Closing Date, the  Crossroads  Entities agree that such leases shall stay in
place  provided  that the ENN  Entities (or a  subsidiary  of ENNS)  execute and
deliver  to and for the  benefit  of the  applicable  Lessee an  agreement  (the
"Excluded  Lease  Agreement")  that  provides,   among  other  things:  (1)  the
applicable Lessee and the applicable Lessor or ENNS subsidiary to jointly engage
a third party  manager to manage the  Excluded  Hotels,  (2) for the  applicable
Lessor or ENNS  subsidiary to assume all financial  obligations  and liabilities
and all  operating  risks under such  Excluded  Leases,  (3) for the  applicable
Lessor or ENNS  subsidiary to remit all rent due under the Excluded Lease to the
Lessors,  (4) for any profits earned from the Excluded  Hotels to be paid to the
applicable  Lessor,  (5) for the  applicable  Lessee to continue to maintain all
franchise  licenses for the Excluded  Hotels,  (6) for the applicable  Lessee to
refrain from intentionally  taking any action, or intentionally  failing to take
any action,  which would result in the loss of such franchise licenses,  (7) for
the ENN Entities to indemnify,  defend and hold the Crossroads Entities harmless
and free from all claims and losses for  damages,  or  injuries to any person or
any property that is in any way related to the Excluded  Leases or the franchise
agreements for the Excluded Hotels,  relating to periods on or after the Closing
Date  and (8) for  the  ENN  Entities  and  their  agents,  servants,  officers,
directors,  managers,  members, partners,  employers,  employees,  shareholders,
attorneys, successors and


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assigns to release and  forever  discharge  the  Crossroads  Entities  and their
agents, servants, officers,  directors,  managers, members, partners, employers,
employees, shareholders,  attorneys, successors and assigns from all liabilities
from any and all claims, demands, damages, actions, causes of action or suits of
any kind or  nature,  which  arise on or after  the  Closing  Date and are based
directly or indirectly upon facts,  events,  transactions or occurrences related
to the  Excluded  Leases  and  Excluded  Hotels  subject to the  Excluded  Lease
Agreement. The Excluded Lease Agreement for each Excluded Lease shall be in form
and  substance  reasonably  acceptable  to the ENN Entities  and the  Crossroads
Entities.

                  (b)  The  Crossroads   Entities  hereby  agree  that,   unless
otherwise  agreed in writing by the  Crossroads  Entities and the ENN  Entities,
each Lessee will spend, with respect to each Hotel other than the Hilton Hotels,
(i) at least  ninety-five  (95%) of the entire year 2000  maintenance and repair
budget and (ii) nine-five percent (95%) of the entire year 2000 marketing budget
as set forth in the year 2000  operating  budget for each  Hotel (the  "Required
Expenditures").  In the event that the applicable  Lessee has failed to make the
full amount of the Required  Expenditures prior to the Closing Date with respect
to any Hotel other than the Hilton Hotels, the applicable Lessee shall pay to or
as directed by the ENN Entities at the Closing an amount equal to the difference
between  the  Required  Expenditures  for the  Hotel  and the  actual  year 2000
maintenance  and repair  expenses  spent on the Hotel and the  actual  year 2000
marketing  expenses  spent  on  the  Hotel,  as  applicable.   For  purposes  of
determining the actual amounts expended in connection with year 2000 maintenance
and repairs and  marketing  expenses  for any Hotel,  the ENN  Entities  and the
Crossroads  Entities agree as follows:  (y) the  accounting  shall be made on an
accrual  basis in  accordance  with  generally  accepted  accounting  principles
consistently  applied;  and (z) centralized  marketing program expenses shall be
allocated to each Hotel's  marketing expense budget on a room-count basis to the
extent such  centralized  marketing  programs  provide a direct  benefit to such
Hotel or to the extent such centralized  marketing programs have previously been
allocated to such Hotel.

                  (c)  The  Crossroads  Entities  will  use  their  commercially
reasonable  efforts to assist the ENN Entities and the New Lessees to obtain (i)
the Necessary Consents,  and (ii) liquor licenses for the Hotels to the extent a
new liquor  license is required or the extent an assignment of liquor license is
necessary.

          6.          Representations and Warranties.
                      ------------------------------

                  (a) As an inducement to the Crossroads  Entities to enter into
this Agreement and to consummate the transactions  contemplated  herein, the ENN
Entities  hereby  jointly and severally  represent and warrant to the Crossroads
Entities the following:

          (i) Each of the ENN  Entities  is duly  organized  or formed,  validly
existing and in good standing under the laws of the State of its formation.

          (ii) The execution and delivery of this Agreement and the  performance
of the ENN Entities' hereunder have been duly authorized by all necessary action
on the part of each of the ENN  Entities,  and this  Agreement  constitutes  the
legal,  valid and binding  obligation  of each of the ENN  Entities,  subject to
equitable principles and principles governing creditors' rights generally.


<PAGE>




          (iii) The execution and delivery of this Agreement by the ENN Entities
and the consummation by the ENN Entities of the transactions contemplated hereby
will not, (A) violate any judgment,  order,  injunction,  decree,  regulation or
ruling of any court or governmental  entity or (B) subject to the receipt of the
Necessary  Consents and the terms hereof,  conflict with, result in a breach of,
or  constitute a default under the organic  documents of the ENN  Entities,  any
note  or  other  evidence  of  indebtedness,  any  mortgage,  deed of  trust  or
indenture,  or any lease or other material  agreement or instrument to which any
of the ENN Entities is a party or by which any of the ENN Entities may be bound.

          (iv) There are no legal actions,  suits or similar proceedings pending
and served, or, to the ENN Entities knowledge, threatened against any of the ENN
Entities or the Hotels which if adversely  determined would adversely affect the
ENN Entities' ability to consummate the transactions contemplated hereby.

          (v) Other than the Necessary Consents, no consent, waiver, approval or
authorization  is required  from any person or entity (that has not already been
obtained) in connection with the execution and delivery of this Agreement by the
ENN  Entities  or  the  performance  by the  ENN  Entities  of the  transactions
contemplated hereby.

          (vi) None of the ENN Entities have (A) commenced a voluntary  case, or
had entered against it a petition,  for relief under any federal  bankruptcy act
or any  similar  petition,  order or decree  under any  federal  or state law or
statute  relative to  bankruptcy,  insolvency  or other relief for debtors,  (B)
caused,  suffered  or  consented  to the  appointment  of a  receiver,  trustee,
administrator, conservator, liquidator or similar official in any federal, state
or foreign  judicial or non-judicial  proceedings,  to hold,  administer  and/or
liquidate all or  substantially  all of its property,  or (C) made an assignment
for the benefit of  creditors  as an  alternative  to  commencing  a petition of
bankruptcy.

          (a) As an inducement to the ENN Entities to enter into this  Agreement
and to consummate the transactions  contemplated herein, the Crossroads Entities
hereby  jointly and  severally  represent  and warrant to the ENN  Entities  the
following:

          (i) Each of the  Crossroads  Entities  is duly  organized  or  formed,
validly  existing  and in good  standing  under  the  laws of the  State  of its
formation.

          (ii) The execution and delivery of this Agreement and the  performance
of the Crossroads Entities' hereunder have been duly authorized by all necessary
action  on the  part of each of the  Crossroads  Entities,  and  this  Agreement
constitutes  the legal,  valid and binding  obligation of each of the Crossroads
Entities,  subject to equitable  principles and principles  governing creditors'
rights generally.

          (iii) The  execution  and delivery of this  Agreement by the Crossroad
Entities and the  consummation  by the Crossroads  Entities of the  transactions
contemplated  hereby  will not (A)  violate  any  judgment,  order,  injunction,
decree, regulation or ruling of any court or governmental entity or (B) conflict
with, result in a breach of, or constitute a default under the organic documents


<PAGE>



of the  Crossroads  Entities,  any note or other  evidence of indebtedness,  any
mortgage,  deed of trust or indenture,  or any lease or other material agreement
or instrument to which any of the Crossroads Entities is a party or by which any
of the Crossroads Entities may be bound.

          (iv) There are no legal actions,  suits or similar proceedings pending
and served, or, to the Crossroads Entities knowledge,  threatened against any of
the  Crossroads  Entities  or the Hotels  which if  adversely  determined  would
adversely affect the Crossroads  Entities ability to consummate the transactions
contemplated hereby.

          (v) Other than the Necessary Consents, no consent, waiver, approval or
authorization  is required  from any person or entity (that has not already been
obtained) in connection with the execution and delivery of this Agreement by the
Crossroads  Entities  or the  performance  by  the  Crossroads  Entities  of the
transactions contemplated hereby.

          (vi) None of the  Crossroads  Entities  have (A) commenced a voluntary
case,  or had  entered  against  it a  petition,  for relief  under any  federal
bankruptcy  act or any similar  petition,  order or decree  under any federal or
state law or statute  relative to  bankruptcy,  insolvency  or other  relief for
debtors,  (B) caused,  suffered or consented to the  appointment  of a receiver,
trustee,  administrator,  conservator,  liquidator  or similar  official  in any
federal,  state  or  foreign  judicial  or  non-judicial  proceedings,  to hold,
administer  and/or  liquidate all or substantially  all of its property,  or (C)
made an assignment  for the benefit of creditors as an alternative to commencing
a petition of bankruptcy.

          7.  Closing.  The  closing  hereunder   ("Closing")  shall  be  deemed
effective  as of the Closing  Date.  The delivery of all items to be made at the
Closing under the terms of this Agreement,  other than the Settlement Statement,
shall be made into an escrow with the Pittsburgh, Pennsylvania office of Chicago
Title  Insurance  Company  (the  "Escrowee")  at 10:00 a.m.  eastern time on the
Deposit Date, at the Pittsburgh,  Pennsylvania  offices of Jones,  Day, Reavis &
Pogue.

          (a) At or before the  Deposit  Date,  the  Crossroads  Entities  shall
deliver to the Escrowee for delivery to the ENN Entities on the Settlement Date,
the following items:

          (i) Four (4) duly executed  original  counterparts of a Certificate of
Termination, Assignment or Continuation of Leases which sets forth the status of
each Lease in the form attached  hereto and made a part hereof as Exhibit G (the
"Certificate");

          (ii) Either four (4) duly  executed  counterparts  of a Memorandum  of
Lease  Termination  for each of the Hotels  (other  than the Hotels that will be
subject to a Continuing  Lease,  if any) in the form attached  hereto and made a
part hereof as Exhibit G-1 (the "Memorandum of Lease Termination") or such other
form as may be  required by the  jurisdiction  in which such Hotel is located to
record such Memorandum of Lease  Termination in the real property records and to
otherwise  evidence  such  Lessee's  release of its rights as the lessee of such
Hotel or, if ENNS has elected to have any Leases assigned in lieu of termination
pursuant to Section 3(d),  four (4) duly executed  original  counterparts  of an
Assignment and Assumption of Leases for such Leases in the form attached hereto


<PAGE>



and made a part  hereof as Exhibit G-2 (the "Assignment of Leases");

          (iii) Four (4) duly executed  original  counterparts  of an Assignment
and  Assumption  of Tenant  Leases for each of the  Hotels in the form  attached
hereto as Exhibit H-2 (the "Assignment of Tenant Leases");

          (iv) Four (4) duly executed original counterparts of an Assignment and
Assumption of Hotel Contracts,  Bookings,  and Permits for each of the Hotels in
the form attached hereto as Exhibit I-2 (the "Assignment");

          (v)  Notices  to each  tenant  under the Tenant  Leases  signed by the
Crossroads  Entities,  that shall  disclose  that the Lease with  respect to the
Hotel which is subject to the Tenant Lease has been  terminated and that,  after
the Closing,  all rents should be paid to the ENN Entities or the ENN  Entities'
designee;

          (vi) If and to the  extent  required  by the terms of this  Agreement,
four (4) duly executed  original  counterparts  of the Lease  Amendment for each
Continuing Lease;

          (vii) If and to the extent  required  by the terms of this  Agreement,
four (4) duly executed original counterparts of the Excluded Lease Agreement for
each Excluded Lease; and

          (viii) All  records,  excluding  employee  and  payroll  records,  but
including,  without  limitation,   written,  magnetic  and  electronic,  of  the
applicable  Crossroads Entity that relate to its operations of the Hotel for all
periods prior to the Closing Date; and

          (ix) A certificate of the Crossroads Entities that the representations
and warranties  contained in this Agreement are true and correct in all material
respects as of the Closing Date.

          (x) Such other  documents as may be  reasonably  be agreed upon by the
Crossroads  Entities  and  the  ENN  Entities  to  consummate  the  transactions
contemplated by this Agreement.

          (b) At or before the Deposit Date,  the ENN Entities  shall deliver to
the Escrowee for delivery to the Crossroads Entities on the Settlement Date, the
following items:

          (i)   Four (4) duly executed original counterparts of the Certificate;

          (ii)  Either  four  (4) duly  executed  original  counterparts  of the
Memorandum  of Lease  Termination  for each of the Hotels (other than the Hotels
that will be subject to a Continuing  Lease,  if any) or, if ENNS has elected to
have any Leases  assigned in lieu of termination  pursuant to Section 3(d), four
(4) duly  executed  original  counterparts  of an  Assignment of Leases for such
Leases;

          (iii)    Four (4) duly executed original Termination of Guaranties, in
the form attached hereto as Exhibit J;


<PAGE>



          (iv)    Four (4) duly executed original counterparts the Assignment of
Tenant Leases for each Hotel;

          (v)     Four (4) duly executed original counterparts of the Assignment
for each Hotel;

          (vi) If and to the  extent  required  by the terms of this  Agreement,
four (4) duly executed original  counterparts of the Lease Amendment for each of
the Continuing Leases;

          (vii) If and to the extent  required  by the terms of this  Agreement,
four (4) duly executed original counterparts of the Excluded Lease Agreement for
each Excluded Lease;

          (viii)  Either proof of receipt of the  Necessary  Consents for all of
the Hotels  or,  evidence  of  non-receipt  of the  Necessary  Consents  for the
Continuing  Leases,  both of which  shall be in form  and  substance  reasonably
satisfactory to the Crossroads Entities;

          (ix)   Such other documents as may be reasonably be agreed upon by the
Crossroads Entities and the ENN Entities to consummate the transactions
contemplated by this Agreement; and

          (x) A  certificate  of the ENN Entities that the  representations  and
warranties  contained  in this  Agreement  are true and correct in all  material
respects as of the Closing Date.

          (c) At or before the  Settlement  Date,  (i) the  Crossroads  Entities
shall  deliver to the Escrowee for delivery to the ENN  Entities,  four (4) duly
executed  counterparts  of the Settlement  Statement,  and (ii) the ENN Entities
shall deliver to the Escrowee for delivery to the Crossroads Entities,  four (4)
duly executed counterparts of the Settlement Statement.

          (d) Each of the Crossroads  Entities and the ENN Entities hereby agree
to deliver at or prior to the Settlement  Date to the other party, to the extent
required by Section 8 of this Agreement,  the sums required  pursuant to Section
8.

          (e) The  Crossroads  Entities  and the ENN  Entities  hereby  agree to
execute and deliver at or prior to the Deposit Date, closing escrow instructions
in form and substance  acceptable to the ENN Entity and the Crossroads  Entities
which shall be  auxiliary  to this  Agreement  and this  Agreement  shall not be
merged into,  nor in any manner  superseded  thereby.  Such escrow  instructions
shall provide for the deposit of and  subsequent  disbursement  of the documents
described in this Section 8.

          8.  Closing  Prorations.  (a)  The  Crossroads  Entities  and  the ENN
Entities  agree  to  adjust,  as of the  Cutoff  Time,  in  accordance  with the
provisions  of this  Section  8, the  following  (collectively,  the  "Proration
Items"):  Impositions,  utility bills, rents and other payments under the Tenant
Leases,  franchise  fees under the Franchise  Agreements,  amounts due under the
Hotel Contracts, Guest Ledger Receivables, and Bookings. The Crossroads Entities
will be charged  and  credited  for the  amounts of all of the  Proration  Items
relating to the period up to and including the Cutoff Time, and the ENN Entities
will be charged and  credited  for all of the  Proration  Items  relating to the
period after the Cutoff Time.  Preliminary estimated Closing prorations shall be
set


<PAGE>



forth on a  preliminary  closing  statement  to be  prepared  by the  Crossroads
Entities and submitted to the ENN Entities for the ENN Entities'  approval prior
to the Settlement Date (the "Settlement  Statement").  The Settlement Statement,
once  agreed  upon,  shall be  signed  by the  Crossroads  Entities  and the ENN
Entities  and  delivered  for  purposes  of  making  the  preliminary  proration
adjustment  on the  Settlement  Date which shall be  effective as of the Closing
subject  to the final  cash  settlement  provided  for  below.  The  preliminary
proration  shall  be paid on the  Settlement  Date  by the ENN  Entities  to the
Crossroads Entities (if the preliminary prorations result in a net credit to the
Crossroads  Entities) or by the Crossroads  Entities to the ENN Entities (if the
preliminary  prorations  result  in a net  credit to the ENN  Entities).  If the
actual  amounts of the Proration  Items are not known as of the Cutoff Time, the
prorations will be made on the Settlement Date on the basis of the best evidence
then  available;  thereafter,  when actual amounts are determined (not to exceed
120 days after the Settlement Date),  re-prorations will be made on the basis of
the  actual  amounts,  and a final  cash  settlement  will be made  between  the
Crossroads Entities and the ENN Entities. No prorations will be made in relation
to insurance premiums,  and the Crossroads Entities' insurance policies will not
be assigned to the ENN Entities for any of the Excluded Hotels. All calculations
shall be made on an accrual basis and in substantial accordance with the Uniform
System of Accounts for Hotels,  "Eighth Revised  Edition",  1986, as revised and
adopted by the Hotel Association of New York City, Inc. from time to time. For a
period of 60 days  following  the date of the final  re-proration,  the  parties
shall have a right to inspect  and audit the other  parties'  books and  records
relating to prorations and any re-prorations adjustments necessary upon five (5)
days'  prior  written  notice  and  provided  that such  inspection  or audit is
conducted  during normal  business  hours and at the offices of the party who is
subject to such  inspection  or audit.  The  provisions  of this  Section 8 will
survive the Closing.

                  (b)(i) Guest Ledger  Receivables shall be prorated between the
ENN Entities and the Crossroads Entities such that the Crossroads Entities shall
receive a credit for all Guest Ledger  Receivables  prior to the Cutoff Time and
the ENN Entities  shall  receive all Guest Ledger  Receivables  after the Cutoff
Time. All credits for Guest Ledger  Receivables  shall be calculated after first
deducting  applicable discounts and credit card and travel agent commissions and
after writing down to zero all guest ledger charges (A) that are disputed by the
guest,  (B) that are for  personnel of the  Crossroads  Entities or any of their
respective  parents,   subsidiaries,   or  affiliated  entities,  (C)  that  are
complimentary,  or (D) that are in-house charges. If any Guest Ledger Receivable
for the period after the Cutoff Time is  erroneously  remitted to the Crossroads
Entities,  the Crossroads  Entities  shall promptly  forward the same to the ENN
Entities.  If any Guest  Ledger  Receivables  for the period prior to the Cutoff
Time are written down to zero is in fact collected by the ENN Entities, then the
ENN Entities shall promptly remit the same, less any cost of collection,  to the
Crossroads Entities.

                  (ii) The  Crossroads  Entities  shall receive  one-half of the
Room  Revenues  and  one-half of the  applicable  occupancy  taxes for the night
during which the Cutoff Time occurs and the ENN Entities shall receive  one-half
of the Room  Revenues and  one-half of the  applicable  occupancy  taxes for the
night during which the Cutoff Time occurs.

                  (c) All  charges  shown on the  Hotels'  city ledger as of the
Cutoff Time and  collected  subsequent to the Cutoff Time shall be applied first
as directed by the payor, then, for the benefit of the Crossroads  Entities,  to
charges incurred prior to the Cutoff Time, in the order in which they were


<PAGE>



incurred, and then, for the benefit of the ENN Entities, to charges incurred
after the Cutoff Time.

                  (d) The  Crossroads  Entities  shall  be  responsible  for all
payments accruing under the Hotel Contracts prior to the Cutoff Time and the ENN
Entities  shall  be  responsible  for all  payments  accruing  under  the  Hotel
Contracts  after the Cutoff Time.  Any amounts not known as of the Closing shall
be estimated on the  Settlement  Statement and shall be reprorated in accordance
with this Section 8.

                  (e) The ENN Entities  shall receive a credit on the Settlement
Statement  for the  prorated  amounts  (as of the Cutoff  Time) of all rents and
other  payments under the Tenant Leases  previously  paid to or collected by the
Crossroads  Entities and  attributable to any period  following the Cutoff Time.
After the Cutoff Time,  the  Crossroad  Entities will cause to be paid or turned
over to the ENN Entities all rents and other  payments  under the Tenant Leases,
if any, received by the Crossroads Entities and attributable to the period after
the Cutoff Time.  Delinquent rents will not be prorated.  The ENN Entities agree
to use good faith  collection  procedures  with respect to the collection of any
delinquent rents but the ENN Entities shall have no liability for the failure to
collect any such  amounts and will not be required to conduct  lock-outs or take
any other legal  action to enforce  collection  of any such  amounts owed to the
Crossroads Entities from any tenant of the Hotels. All sums collected by the ENN
Entities  from and after the Closing Date from each tenant will be applied first
as directed  by payor,  then to current  amounts  owed by such tenant to the ENN
Entities, and then, to prior delinquencies owed by such tenant to the Crossroads
Entities.  Any sums due to the Crossroads  Entities will be promptly remitted to
the Crossroads Entities.

                  (f) The ENN  Entities  shall be  entitled  to a credit for all
security and other deposits  actually held by the Crossroads  Entities as of the
Cutoff Time with respect to the Tenant Leases.

                  (g) The  Crossroads  Entities  shall  be  responsible  for the
payment of all Impositions  (other than  Impositions  that are the ENN Entities'
responsibility under the Leases), if any, payable or accrued with respect to all
of the Hotels  until the Cutoff  Time and the  Lessors  and any  applicable  New
Lessee  shall be  jointly  and  severally  responsible  for the  payment  of all
Impositions  with  respect  to all of the  Hotels  after the  Cutoff  Time.  The
Crossroads  Entities  shall be entitled  to receive any rebates or refunds  with
respect to any such Impositions paid by the Crossroads Entities .

                  (h) Final readings and final billings for utilities (including
telephone)  will be made if  possible as of the Cutoff  Time,  in which event no
proration will be made at Closing with respect to utility bills.  The Crossroads
Entities  will be entitled to all deposits  presently in effect with the utility
providers if such  deposits are in the name of any of the  Crossroads  Entities,
and the New  Lessees  will be  obligated  to make  their  own  arrangements  for
deposits with the utility providers. To the extent that bills are not available,
the cost of such utilities shall be apportioned between the parties on the basis
of the latest  actual (not  estimated)  bill for such  service  and  adjusted as
necessary  post-closing  when the bill becomes available as contemplated in this
Section 8.


<PAGE>



                  (i) The  Crossroads  Entities  shall sell and the ENN Entities
shall  purchase  from the  Crossroads  Entities all petty cash funds  (excluding
purchasing receipts and paid outs) and cash in house banks for all of the Hotels
at 100% of face value at the Cutoff Time.

                  (j) The  Crossroads  Entities  shall  be  responsible  for the
payment of all franchise and other fees, if any, under the Franchise  Agreements
with respect to the period up to the Cutoff Time and the ENN  Entities  shall be
responsible  for the payment of all franchise and other fees, if any,  under the
Franchise Agreements with respect to the period after the Cutoff Time.

                  (k) The  Crossroads  Entities  shall  be  responsible  for the
payment  of all fees  under the  Permits  with  respect  to the period up to the
Cutoff Time and the ENN  Entities  shall be  responsible  for the payment of all
fees under the Permits with respect to the period after the Cutoff Time.

                  (l) The ENN  Entities  shall  receive  a  credit  for  advance
payments, if any, under Bookings to the extent Bookings relate to a period after
the Cutoff Time.

                  (m) The ENN  Entities  shall  receive a credit  for any vested
vacation  accruals  as of the Cutoff  Date for  employees  of the Hotels who are
subsequently  hired  by any of  the  ENN  Entities  or any of  their  management
companies.

                  (n) The  Crossroads  Entities  shall  be  responsible  for the
payment of severance  benefits,  if any, to any  employees of the Hotels who are
not  hired  by any of the ENN  Entities  or any of  their  management  companies
provided ENN gives the  Crossroads  Entities  written notice of each employee of
any Hotel who will not be hired at least sixty days prior to the Closing Date.

         Closing Inventories.
         -------------------
                    On the Closing Date,  the  Crossroads  Entities  shall cause
each Hotel to have on hand (a) linen inventories at the level and of the quality
described  on  Exhibit  K-1  attached  hereto  and  made a part  hereof  and (b)
inventories  of the  Significant  Supplies  at  the  levels  and of the  quality
described on Exhibit K-2.

         Defaults.
         --------
                    In the event that any of the ENN  Entities  default in their
obligations under this Agreement, the Crossroads Entities shall have any and all
rights at law and in equity.  In the event that any of the  Crossroads  Entities
default in their obligations  under this Agreement,  the ENN Entities shall have
any and all rights at law and in equity.

          11.      Sarasota Hotel.  The Lessor and Lessee for the Sarasota Hotel
acknowledge that, to the extent that a default by either party under the
Franchise Agreement for the Sarasota Hotel dated November 5, 1996, and as
amended, by and between Crossroads/Memphis Financing Company, L.L.C. and Promus
Hotels, Inc., may or may not exist, the Lessor of the Sarasota Hotel and the
Lessee of the Sarasota Hotel have agreed to waive any rights or remedies either
party may have under the Lease for the Sarasota Hotel; provided, that, in


<PAGE>



the event that the  Closing  does not occur on or before the  Closing  Date as a
result of the failure to obtain the Necessary  Consents,  then after the Closing
Date the ENN Entities and the Crossroads  Entities shall be free to exercise all
of their  respective  rights and remedies with respect to any default under such
Franchise  Agreement for the Sarasota Hotel as such rights and remedies exist as
of the date of the Memorandum of Understanding or which arise thereafter,  as if
the foregoing waiver had not occurred.

          12.  Final  Exhibits.  The parties  acknowledge  that  Exhibit H-1 and
Exhibit I-1 will take  significant  time and effort to  complete  and agree that
such  Exhibits  shall be  finalized,  agreed upon by the  parties,  and attached
hereto on or before September 15, 2000.

          13.  Communications to Employees and Third Parties.   The ENN Entities
and the Crossroads Entities shall agree upon a plan for communicating the
disposition schedule for the Hotels.

          14.  Miscellaneous.

               (a) Subject to applicable  law, this Agreement may be amended,
modified, or supplemented only by a written agreement signed by the ENN Entities
and the Crossroads Entities.

               (a) All notices required or permitted hereunder shall be in
writing and shall be served on the parties at the following address:

     If to the ENN Entities:          c/o Equity Inns Partnership, LP
                                      7700 Wolf River Boulevard
                                      Germantown, Pennsylvania  38138
                                      Attention:  Mr. Phillip McNeill, Sr.
                                      Facsimile: 901/754-2374

     With Copies to:                  Hunton & Williams
                                      951 East Byrd Street
                                      Richmond, VA 23219
                                      Attention: David C. Wright
                                      Facsimile: (804)788-8218

     If to the Crossroads Entities:   c/o Crossroads Hospitality Company, L.L.C.
                                      Foster Plaza Ten
                                      680 Andersen Drive
                                      Pittsburgh, Pennsylvania 15220
                                      Attention:  President
                                      Facsimile:  412/937-8055

     With Copies to:                  c/o Crossroads Hospitality Company, L.L.C.
                                      Foster Plaza Ten
                                      680 Andersen Drive
                                      Pittsburgh, Pennsylvania 15220


<PAGE>



                                      Attention:  General Counsel
                                      Facsimile:  412/937-3265

                                      Jones, Day, Reavis & Pogue
                                      North Point
                                      901 Lakeside Avenue
                                      Cleveland, Ohio 44114-1190
                                      Attention:  Zachary T. Paris
                                      Facsimile:  216/579-0212

Any such notices may be sent by (i) certified  mail,  return receipt  requested,
postage  prepaid  in the  U.S.  mail,  (ii) a  nationally  recognized  overnight
courier, or (iii) facsimile transmission.  All notices shall be deemed delivered
upon receipt or refusal to accept  delivery.  The above  addresses and facsimile
numbers may be changed by written  notice to the other party;  provided  that no
notice of a change of address  or  facsimile  number  shall be  effective  until
actual receipt of such notice. Copies of notices are for informational  purposes
only,  and a failure to give or receive copies of any notice shall not be deemed
a failure to give notice.

          (b) No party  shall have the right to assign this  Agreement,  without
the prior written  consent of the other parties.  This Agreement will be binding
upon and inure to the benefit of the parties and their respective successors and
permitted assigns,  and no other party will be conferred any rights by virtue of
this Agreement or be entitled to enforce any of the provisions hereof.

          (c) Nothing set forth in this Agreement shall be construed to create a
joint venture between the ENN Entities and the Crossroads Entities.

          (d) This  Agreement  shall be governed by, and construed in accordance
with,  the laws of the  Commonwealth  of  Pennsylvania,  without  regard  to any
otherwise applicable  principles of conflicts of laws. Any action arising out of
this Agreement may be brought in the state or federal courts of  Pennsylvania or
Tennessee  and every  party  hereby  consents to the  jurisdiction  of the above
courts in any such  action  and to the  laying of venue in the  Commonwealth  of
Pennsylvania and the State of Tennessee. Any process in any such action shall be
duly served if mailed by registered  mail,  postage  prepaid,  to the parties at
their respective address described in Section 11(b) of this Agreement.

          (e) Each party to this Agreement  hereby expressly waives any right to
trial  by jury of any  claim,  demand,  action  or  cause of  action  (each,  an
"Action")  (i) arising out of this  Agreement,  including  any present or future
amendment  thereof or (ii) in any way connected with or related or incidental to
the  dealings of the parties or any of them with respect to this  Agreement  (as
hereafter  amended) or any other instrument,  document or agreement  executed or
delivered in connection herewith, or the transactions related hereto or thereto,
in each case  whether  such Action is now  existing or  hereafter  arising,  and
whether  sounding in contract or tort or otherwise and regardless of which party
asserts such Action;  and each party  hereby  agrees and consents  that any such
Action  shall be decided by court  trial  without a jury,  and that any party to
this Agreement may file an original  counterpart or a copy of this Section 11(f)
with any court as


<PAGE>



written  evidence  of the consent of the parties to the waiver of any right they
might otherwise have to trial by jury.

          (f)         Time is of the essence of this Agreement.

          (g) No  waiver of any of the  provisions  of this  Agreement  shall be
deemed,  or shall  constitute,  a waiver of any other provision,  whether or not
similar, nor shall any waiver constitute a continuing waiver, nor shall a waiver
in any instance constitute a waiver in any subsequent instance.  No waiver shall
be binding unless executed in writing by the party making the waiver.

          (h) This Agreement and any other document to be furnished  pursuant to
the  provisions  hereof  embody the entire  agreement and  understanding  of the
parties  hereto  as to  the  subject  matter  contained  herein.  There  are  no
restrictions, promises, representations,  warranties, covenants, or undertakings
other than those  expressly  set forth or  referred to in such  documents.  This
Agreement and such documents  supersede all prior agreements and  understandings
among the parties with respect to the subject matter hereof.

          (i) Any  term  or  provision  of this  Agreement  that is  invalid  or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions of this  Agreement,  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this Agreement.

          (j) If any action is brought by any party to this Agreement to enforce
or interpret its terms or provisions,  the prevailing  party will be entitled to
reasonable attorney fees and costs incurred in connection with such action prior
to and at trial and on any appeal therefrom.

          (k) Each party to this  Agreement  will be  responsible  for, and will
pay,  all of its own fees and  expenses,  including  those  of its  counsel  and
accountants, incurred in the negotiation,  preparation, and consummation of this
Agreement and the transaction contemplated hereunder.

          (l) This  Agreement  may be executed in two or more fully or partially
executed  counterparts,  each of which will be deemed an  original  binding  the
signer thereof against the other signing parties, but all counterparts  together
will constitute one and the same instrument.

          (m) The parties acknowledge that the transactions described herein are
of a confidential  nature and shall not be disclosed  except as required by law.
No  party  shall  make  any  public  disclosure  of the  specific  terms of this
Agreement,  except as required by law  (including SEC  regulations  and NYSE and
NASDAQ  requirements).  In connection with the negotiation of this Agreement and
the preparation for the  consummation of the transactions  contemplated  hereby,
each party  acknowledges  that it will have access to  confidential  information
relating  to the other  party.  Each  party  shall  treat  such  information  as
confidential,  preserve the  confidentiality  thereof,  and not duplicate or use
such  information,  except  in  connection  with the  transactions  contemplated
hereby.  Except as required by  applicable  law,  neither  party shall issue any
press release or make any  statement to the media  regarding  such  confidential
information  without  the other  party's  consent,  which  consent  shall not be
unreasonably withheld.


<PAGE>







                  IN WITNESS  WHEREOF,  the parties have  executed and delivered
this Agreement as of the date and year first above written.

                              Equity Inns Partnership, L.P.

                              By:   Equity Inns Trust, General Partner

                              By:   /s/ Howard A. Silver
                                        --------------------
                              Its:  President


                              Equity Inns, Inc.

                              By:   /s/ Howard A. Silver
                                        --------------------
                              Its:  President


                              EQI   Financing Partnership I, L.P.

                              By:   EQI Financing Corporation, General Partner

                              By:   /s/ Howard A. Silver
                                      --------------------
                              Its:  President


                              EQI  Financing Partnership II, L.P

                              By:  EQI Financing Corporation II, General Partner

                              By:  /s/ Howard A. Silver
                                   -----------------
                              Its: President


                              Equity Inns/West Virginia Partnership, L.P.

                              By:  Equity Inns Services, Inc., General Partner

                              By:  /s/ Howard A. Silver
                                   --------------------
                              Its: President


                              EQI/WV Financing Partnership, L.P.

                              By:  EQI Financing Corporation II, General Partner

                              By:  /s/ Howard A. Silver
                                   --------------------
                              Its: President


                              Equity Inns Partnership II, L.P.








<PAGE>




                              By:  Equity Inns Trust, General Partner

                              By:  /s/ Howard A. Silver
                                   --------------------
                              Its: President


                              E.I.P. Orlando, L.P.

                              By:  E. Inns Orlando, Inc., General Partner

                              By:  /s/ Howard A. Silver
                                   --------------------
                              Its: President


                       [SIGNATURES CONTINUED ON NEXT PAGE]





<PAGE>




                              Interstate Hotels, LLC

                              By:  Northridge Holdings, Inc., Managing Member

                              By:  /s/ Kevin P. Kilkeary
                                   ---------------------
                              Its: President and C.O.O.


                              Interstate Hotels Corporation

                              By:  /s/ Kevin P. Kilkeary
                                   ---------------------
                              Its: President and C.O.O.


                              Crossroads Future Company, L.L.C.

                              By:  /s/ Kevin P. Kilkeary
                                   ---------------------
                              Its: Vice President


                              Crossroads/Memphis Partnership, L.P.

                              By:  Crossroads Memphis Company, L.L.C., general
                                   partner

                              By:  /s/ Kevin P. Kilkeary
                                   ---------------------
                              Its: Vice President


                              Crossroads Hospitality Company, L.L.C.

                              By:  /s/ Kevin P. Kilkeary
                                   ---------------------
                              Its:  President and C.O.O.


                              Crossroads/Memphis Financing Company, L.L.C.

                              By:  /s/ Kevin P. Kilkeary
                                   ---------------------
                              Its: Vice President


                              Crossroads/Memphis Financing Company II, L.L.C.

                              By:  /s/ Kevin P. Kilkeary
                                   ---------------------
                              Its: Vice President


                              Crossroads Future Financing Company, L.L.C.

                              By:  /s/ Kevin P. Kilkeary
                                   ---------------------
                              Its: Vice President






<PAGE>



                                   EXHIBIT A-1
                                  ENN ENTITIES




         Equity Inns Partnership, L.P.

         EQI Financing Partnership I, L.P.

         EQI Financing Partnership II, L.P.

         Equity Inns/West Virginia Partnership, L.P.

         EQI/WV Financing Partnership, L.P.

         Equity Inns Partnership II, L.P.

         E.I.P. Orlando, L.P.









<PAGE>



                                   EXHIBIT A-2
                               CROSSROADS ENTITIES


         Crossroads/Memphis Partnership, L.P.

         Crossroads/Memphis Financing Company, L.L.C.

         Crossroads/Memphis Financing Company II, L.L.C.

         Crossroads Future Company, L.L.C.

         Crossroads Future Financing Company, L.L.C.












<PAGE>



                                   EXHIBIT B-1
                                 LIST OF LEASES




         1.   Consolidated Lease Amendment between Equity Inns Partnership, L.P.
and Crossroads/Memphis Partnership, L.P, dated as of November 15, 1996 (as
amended) with respect to the following Hotels:

          a.      Albany, NY Hampton Inn
          b.      Arlington South, TX Comfort Inn
          c.      Beckley, WV Hampton Inn
          d.      Bluefield, WV Holiday Inn
          e.      Burlington, VT Residence Inn by Marriott
          f.      Chattanooga, TN Hampton Inn
          g.      Baltimore/Glen Burnie, MD Hampton Inn
          h.      Oak Hill, WV Holiday Inn
          i.      Rutland/Trolley Square, VT Comfort Inn
          j.      Scottsdale-Old Town, AZ Hampton Inn
          k.      Scranton, PA Hampton Inn
          l.      State College, PA Hampton Inn
          m.      Wilkesboro, NC Holiday Inn Express (also known as The Inn at
                  Wilkesboro)
          n.      Hartford/Windsor Locks, CT Homewood Suites  (Managed by Promus
                  Hotels)


          2.  Successor Consolidated Lease Amendment between EQI Financing
Partnership, L.P. and Crossroads/Memphis Financing Company, L.L.C., dated as of
February 6, 1997 (as amended) with respect to the following Hotels:

          a.      Ann Arbor South, MI Hampton Inn
          b.      Austin North, TX Hampton Inn
          c.      College Station, TX Hampton Inn
          d.      Columbus Airport, GA Hampton Inn
          e.      Fayetteville, NC Hampton Inn
          f.      Fort Worth West, TX Hampton Inn
          g.      Gastonia, NC Hampton Inn
          h.      Chicago/Gurnee, IL Hampton Inn
          i.      Indianapolis, IN Hampton Inn
          j.      Jacksonville, FL Hampton Inn
          k.      Jacksonville Beach/Orange Park, FL Comfort Inn
          l.      Knoxville Airport, TN Hampton Inn
          m.      Louisville, KY Hampton Inn
          n.      Meriden, CT Hampton Inn
          o.      Milford, CT Hampton Inn
          p.      Charleston/Mt. Pleasant, SC Holiday Inn
          q.      Chicago/Naperville, IL Hampton Inn








<PAGE>



          r.      Omaha, NE Residence Inn by Marriott
          s.      Sarasota, FL Hampton Inn
          t.      Cleveland/Westlake, OH Hampton Inn
          u.      Winston-Salem, NC Holiday Inn (also known as The Inn at Hanes
                  Mall)


          3.  Consolidated Amended and Restated Lease Agreement between EQI
Financing Partnership II, L.P. and Crossroads/Memphis Financing Company II,
L.L.C., dated as of June 16, 1999 with respect to the following Hotels:

          a.      Detroit/Northville, MI Hampton Inn
          b.      Eagan, MN Residence Inn by Marriott
          c.      Phoenix/Camelback, AZ Homewood Suites
          d.      San Antonio, TX Homewood Suites
          e.      Tinton Falls, NJ Residence Inn by Marriott


          4. Consolidated Amended and Restated Lease Agreement between EQI/WV
Financing Partnership, L.P. and Crossroads/Memphis Financing Company II, L.L.C.,
dated as of June 16, 1999 (Morgantown, WV Hampton Inn).

          5. Consolidated Amended and Restated Lease Agreement between EQI
Financing Partnership II, L.P. and Crossroads Future Financing Company, L.L.C.,
dated as of June 16, 1999 with respect to the following Hotels:

          a.      Dallas/Richardson, TX Hampton Inn
          b.      Kansas City, MO Hampton Inn
          c.      Memphis/Poplar, TN Hampton Inn
          d.      Overland Park, KS Hampton Inn
          e.      Portland, OR Residence Inn by Marriott
          f.      Princeton, NJ Residence Inn by Marriott
          g.      Sharonville/Cincinnati, OH Homewood Suites
          h.      Tucson, AZ Residence Inn by Marriott


          6. Consolidated Lease Agreement between Equity Inns Partnership, L.P.
and Crossroads Future Company, L.L.C., dated as of June 24, 1997 (as amended)
with respect to the following Hotels:

          a.      Dallas/Addison, TX Hampton Inn
          b.      Atlanta/Northlake, GA Hampton Inn
          c.      Aurora, CO Hampton Inn
          d.      Birmingham/Mt. Brook, AL Hampton Inn
          e.      Birmingham/Vestavia Hills, AL Hampton Inn
          f.      Chapel Hill, NC Hampton Inn
          g.      Colorado Springs North, CO Hampton Inn
          h.      Dublin, OH Hampton Inn





<PAGE>



          i.      Madison Heights, MI Hampton Inn
          j.      St.Louis/Maryland Heights, MO Hampton Inn
          k.      Memphis/Sycamore, TN Hampton Inn
          l.      Nashville/Briley, TN Hampton Inn
          m.      Charleston, SC Hampton Inn
          n.      North Little Rock, AR Hampton Inn
          o.      San Antonio, TX Hampton Inn
          p.      West Columbia, SC Hampton Inn


          7.    Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated January 10, 1997 (as amended).
(Colorado Springs, CO Residence Inn)

          8.       Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated  January 10, 1997 (as amended).
(Oklahoma, City, OK Residence Inn)

          9.       Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated March 5, 1997 (as amended).  (Norfolk,
VA Hampton Inn)

          10.      Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated March 11, 1997 (as amended).  (Pickwick
Dam, TN Hampton Inn)

          11.     Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated June 25, 1997 (as amended).
(Germantown, TN Homewood Suites)

          12.     Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated July 10, 1997 (as amended).  (Augusta,
GA Homewood Suites)

          13.      Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated May 1, 1998 (as amended).  (Bartlett/
Wolfchase, TN Hampton Inn & Suites)

          14.      Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated  August 7, 1998 (as amended). (Seattle,
WA Homewood Suites)

          15.     Lease Agreement between Equity Inns Partnership, L.P. and
Crossroads Future Company, L.L.C., dated May 22, 1999.  (Chicago Downtown, IL
Homewood Suites)

          16.     Lease Agreement between E.I.P. Orlando, L.P. and Crossroads
Future Company, L.L.C., dated June 25, 1999.  (Orlando, FL Homewood Suites)







<PAGE>



                                   EXHIBIT B-2
                                 LIST OF HOTELS

         1. Albany, NY Hampton Inn
         2. Arlington South, TX Comfort Inn (formerly a Hampton Inn)
         3. Beckley, WV Hampton Inn
         4. Bluefield, WV Holiday Inn
         5. Burlington, VT Residence Inn by Marriott
         6. Chattanooga, TN Hampton Inn
         7. Baltimore/Glen Burnie, MD Hampton Inn
         8. Oak Hill, WV Holiday Inn
         9. Rutland/Trolley Square, VT Comfort Inn
         10. Scottsdale-Old Town, AZ Hampton Inn
         11. Scranton, PA Hampton Inn
         12. State College, PA Hampton Inn
         13. Wilkesboro, NC Holiday Inn Express (also known as The Inn at
             Wilkesboro)
         14. Hartford/Windsor Locks, CT Homewood Suites  (Managed by Promus
             Hotels)
         15. Ann Arbor South, MI Hampton Inn
         16. Austin North, TX Hampton Inn
         17. College Station, TX Hampton Inn
         18. Columbus Airport, GA Hampton Inn
         19. Fayetteville, NC Hampton Inn
         20. Fort Worth West, TX Hampton Inn
         21. Gastonia, NC Hampton Inn
         22. Chicago/Gurnee, IL Hampton Inn
         23. Indianapolis, IN Hampton Inn
         24. Jacksonville, FL Hampton Inn
         25. Jacksonville Beach/Orange Park, FL Comfort Inn
         26. Knoxville Airport, TN Hampton Inn
         27. Louisville, KY Hampton Inn
         28. Meriden, CT Hampton Inn
         29. Milford, CT Hampton Inn
         30. Charleston/Mt. Pleasant, SC Holiday Inn
         31. Chicago/Naperville, IL Hampton Inn
         32. Omaha, NE Residence Inn by Marriott
         33. Sarasota, FL Hampton Inn
         34. Cleveland/Westlake, OH Hampton Inn
         35. Winston-Salem, NC Holiday Inn (also known as The Inn at Hanes Mall)
         36. Detroit/Northville, MI Hampton Inn (Managed by Promus Hotels)
         37. Eagan, MN Residence Inn by Marriott
         38. Phoenix/Camelback, AZ Homewood Suites (Managed by Promus Hotels)
         39. San Antonio, TX Homewood Suites (Managed by Promus Hotels)
         40. Tinton Falls, NJ Residence Inn by Marriott
         41. Morgantown, WV Hampton Inn
         42. Dallas/Addison, TX Hampton Inn
         43. Atlanta/Northlake, GA Hampton Inn






<PAGE>



         44. Aurora, CO Hampton Inn
         45. Birmingham/Mt. Brook, AL Hampton Inn
         46. Birmingham/Vestavia Hills, AL Hampton Inn
         47. Chapel Hill, NC Hampton Inn
         48. Colorado Springs North, CO Hampton Inn
         49. Dublin, OH Hampton Inn
         50. Madison Heights, MI Hampton Inn
         51. St.Louis/Maryland Heights, MO Hampton Inn
         52. Memphis/Sycamore, TN Hampton Inn
         53. Nashville/Briley, TN Hampton Inn
         54. Charleston, SC Hampton Inn
         55. North Little Rock, AR Hampton Inn
         56. San Antonio, TX Hampton Inn
         57. West Columbia, SC Hampton Inn
         58. Colorado Springs, CO Residence Inn
         59. Oklahoma, City, OK Residence Inn
         60. Norfolk, VA Hampton Inn
         61. Pickwick Dam, TN Hampton Inn
         62. Germantown, TN Homewood
         63. Augusta, GA Homewood Suites
         64. Bartlett/Wolfchase, TN Hampton Inn & Suites
         65. Seattle, WA Homewood Suites
         66. Chicago Downtown Homewood Suites
         67. Orlando, FL Homewood Suites
         68. Dallas/Richardson, TX Hampton Inn
         69. Kansas City, MO Hampton Inn
         70. Memphis/Poplar, TN Hampton Inn
         71. Overland Park, KS Hampton Inn
         72. Portland, OR Residence Inn by Marriott
         73. Princeton, NJ Residence Inn by Marriott
         74. Sharonville/Cincinnati, OH Homewood Suites
         75. Tucson, AZ Residence Inn by Marriott





<PAGE>



                                    EXHIBIT C
                                 EXCLUDED HOTELS


         Birmingham (Mt. Brook), AL Hampton Inn

         Birmingham (Vestavia), AL Hampton Inn

         Chattanooga, TN Hampton Inn

         Knoxville, TN Hampton Inn

         Memphis (Germantown), TN Homewood Suites

         Memphis (Poplar), TN Hampton Inn

         Memphis (Sycamore), TN Hampton Inn

         Memphis (Bartlett/Wolfchase), TN Hampton Inn & Suites

         Nashville (Briley), TN Hampton Inn

         Pickwick Dam, TN Hampton Inn

         Dallas (Addison), TX Hampton Inn

         Dallas (Arlington), TX Comfort Inn

         Dallas (Richardson), TX Hampton Inn

         Ft. Worth, TX Hampton Inn

         Charleston/Mt. Pleasant, SC Holiday Inn

         Sarasota, FL Hampton Inn

         Chicago/Gurnee, IL Hampton Inn

         San Antonio, TX Homewood Suites

         Phoenix/Camelback, AZ Homewood Suites

         Detroit/Northville, MI Hampton Inn

         Hartford/Windsor Locks, CT Homewood Suites










<PAGE>



                                    EXHIBIT D
                          LIST OF FRANCHISE AGREEMENTS


         1. Birmingham (Mt.  Brook),  AL Hampton Inn -- License  Agreement dated
August 1, 1997; Letter Agreement dated June 23, 1997;  Comfort Letter dated June
24, 1997; Consent Letter dated September 16, 1999 and Guaranty.

         2. Birmingham-South/Vestavia Hills, AL Hampton Inn -- License Agreement
dated June 24, 1997; Letter Agreement dated June 23, 1997;  Comfort Letter dated
June 24, 1997; Consent Letter dated September 16, 1999 and Guaranty.

         3. North Little Rock,  AR Hampton Inn -- License  Agreement  dated June
24,; Letter  Agreement dated June 23, 1997;  Comfort Letter dated June 24, 1997;
Consent Letter dated September 16, 1999 and Guaranty.

         4.  Scottsdale-Old  Town,  AZ Hampton  Inn -- License  Agreement  dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         5. Tucson, AZ Residence Inn -- Franchise Agreement dated June 16, 1999;
Amendment No. 1 to Franchise Agreement dated June 16, 1999; Owner Agreement
dated June 16, 1999.

         6.  Colorado  Springs I-25 North,  CO Hampton Inn -- License  Agreement
dated June 24, 1997; Letter Agreement dated June 23, 1997;  Comfort Letter dated
June 24, 1997; Consent Letter dated September 16, 1999 and Guaranty.

         7.  Colorado  Springs,  CO Residence Inn -- Franchise  Agreement  dated
January 10, 1997; Owner Agreement dated January 10, 1997;  Comfort Letters dated
April 11, 1997.

         8.  Denver/Aurora,  CO Hampton Inn -- License  Agreement dated June 24,
1997; Letter Agreement dated June 23, 1997;  Comfort Letter dated June 24, 1997;
Consent Letter dated September 16, 1999 and Guaranty.

         9. Meriden, CT Hampton Inn  -- License Agreement dated November 5,
1996; Consent Letter dated September 16, 1999 and Guaranty.

         10. Milford, CT Hampton Inn -- License Agreement dated November 5,
1996; Consent Letter dated September 16, 1999 and Guaranty.

         11.  Jacksonville  Beach, FL Comfort Inn - Franchise  Agreement,  dated
November 21, 1995;  Assignment and Assumption Agreement dated as of November 14,
1996;  Assignment  and  Bill of Sale  dated  November  15,  1996;  Exhibit  C to
Assignment and Assumption Agreement, dated February 6, 1997.

         12. Jacksonville-Orange Park, FL Hampton Inn -- License Agreement dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         13. Orlando-Convention Center, FL Homewood Suites -- License Agreement
dated May 25, 1999.








<PAGE>



         14. Sarasota, FL Hampton Inn  -- License Agreement dated November 5,
1996,; Consent Letter dated September 16, 1999 and Guaranty.

         15.  Atlanta-Northlake,  GA Hampton Inn -- License Agreement dated June
24, 1997;  Letter  Agreement dated June 23, 1997;  Comfort Letter dated June 24,
1997; Consent Letter dated September 16, 1999 and Guaranty.

         16. Augusta, GA Homewood Suites -- License Agreement dated July 11,
1997; Consent Letter dated September 16, 1999 and Guaranty.

         17.  Columbus-Airport,  GA  Hampton  Inn  --  License  Agreement  dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         18. Chicago-Downtown, IL Homewood Suites  -- License Agreement dated
May 22, 1999.

         19. Chicago/Gurnee,  IL Hampton Inn -- License Agreement dated November
5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         20.  Chicago/Naperville,  IL  Hampton  Inn -- License  Agreement  dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         21.  Indianapolis  NE/Castleton,  IN Hampton  Inn -- License  Agreement
dated November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         22. Overland Park, KS Hampton Inn  -- License Agreement dated June 15,
1999 and Guaranty.

         23. Louisville, KY Hampton Inn  -- License Agreement dated November 5,
1996; Consent Letter dated September 16, 1999 and Guaranty.

         24.  Baltimore/Glen  Burnie,  MD Hampton Inn -- License Agreement dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         25. Ann Arbor-South, MI Hampton Inn -- License Agreement dated November
5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         26. Madison Heights, MI Hampton Inn -- License Agreement dated June 24,
1997; Letter Agreement dated June 23, 1997;  Comfort Letter dated June 24, 1997.
Consent Letter dated September 16, 1999 and Guaranty.

         27. Minneapolis (Eagan), MN Residence Inn  - -Franchise Agreement dated
June 16, 1999; Amendment No. 1 to Franchise Agreement dated June 16, 1999; Owner
Agreement dated June 16, 1999 and Guaranty.

         28. Kansas City, MO Hampton Inn  -- License Agreement dated June 15,
1999 and Guaranty.





<PAGE>




         29. St. Louis-Westport,  MO Hampton Inn -- License Agreement dated June
24, 1997;  Letter  Agreement dated June 23, 1997;  Comfort Letter dated June 24,
1997; Consent Letter dated September 16, 1999 and Guaranty.

         30.  Chapel Hill,  NC Hampton Inn -- License  Agreement  dated June 24,
1997; Letter Agreement dated June 23, 1997;  Comfort Letter dated June 24, 1997;
Consent Letter dated September 16, 1999 and Guaranty.

         31.  Fayetteville  I-95,  NC  Hampton  Inn -- License  Agreement  dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         32. Gastonia, NC Hampton Inn License Agreement dated November 5, 1996;
Consent Letter dated September 16, 1999 and Guaranty.

         33.  Winston-Salem,  NC  Holiday  Inn --  Change of  Ownership  License
Agreement dated July 15, 1998; Master Technology  Agreement dated July 15, 1998;
and Voluntary Termination Agreement dated July 15, 1998.

         34. Wilkesboro, NC Holiday Inn -- Conversion License Agreement dated
September 1999 and Guaranty;  Transmittal letter dated December 13, 1999.

         35. Omaha,  NE Residence Inn -- Franchise  Agreement dated December 15,
1995;  Owner Agreement dated November 22, 1995;  Letter re: Effective Date dated
December 18, 1995; Assignment, Assumption and Amendment Agreement dated November
14, 1996.

         36. Princeton, NJ Residence Inn  -- Franchise Agreement dated June 16,
1999; Amendment No. 1 to Franchise Agreement dated June 16, 1999; Owner
Agreement dated June 16, 1999.

         37. Tinton Falls, NJ Residence Inn  -- Franchise Agreement dated June
16, 1999; Amendment No. 1 to Franchise Agreement dated June 16, 1999; Owner
Agreement dated June 16, 1999.

         38.  Albany-Wolf  Road,  NY  Hampton  Inn --  License  Agreement  dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         39. Cincinnati (Sharonville), OH Homewood Suites  -- License Agreement
dated June 15, 1999 and Guaranty.

         40.  Cleveland/Westlake,  OH  Hampton  Inn - License  Agreement,  dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         41. Dublin,  OH Hampton Inn -- License  Agreement  dated June 24, 1997;
Letter  Agreement  dated June 23,  1997;  Comfort  Letter  dated June 24,  1997;
Consent Letter dated September 16, 1999 and Guaranty.





<PAGE>



         42.  Oklahoma  City,  OK  Residence  Inn -- Franchise  Agreement  dated
January 10, 1997;  Owner Agreement  dated January 10, 1997;  Comfort Letter from
First National Bank of Chicago dated April 11, 1997 (and related side letter).

         43. Portland/Lloyd Center, OR Residence Inn  -- Franchise Agreement
dated June 16, 1999; Amendment No. 1 to Franchise Agreement dated June 16, 1999;
Owner Agreement dated June 16, 1999.

         44. Scranton, PA Hampton Inn  -- License Agreement dated November 5,
1996; Consent Letter dated September 16, 1999 and Guaranty.

         45. State College,  PA Hampton Inn -- License  Agreement dated November
5, 1996;  Amendment  Letter  dated  February  10,  1998;  Consent  Letter  dated
September 16, 1999 and Guaranty.

         46. Charleston-Airport,  SC Hampton Inn -- License Agreement dated June
24, 1997;  Letter  Agreement dated June 23, 1997;  Comfort Letter dated June 24,
1997; Consent Letter dated September 16, 1999 and Guaranty.

         47. West Columbia,  SC Hampton Inn -- License  Agreement dated June 24;
Letter  Agreement  dated June 23,  1997;  Comfort  Letter  dated June 24,  1997;
1997Consent Letter dated September 16, 1999 and Guaranty.

         48. Charleston/Mt. Pleasant, SC Holiday Inn  -- Change of Ownership
Agreement dated July 15, 1998; Master Technology Agreement dated July 15, 1998.

         49. Chattanooga, TN Hampton Inn -- License Agreement dated November 1,
1996; Consent Letter dated September 16, 1999 and Guaranty.

         50.  Knoxville-Airport,  TN  Hampton  Inn --  License  Agreement  dated
November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         51. Memphis-Poplar, TN Hampton Inn  -- License Agreement dated June 15,
1999 and Guaranty.

         52.  Memphis-I-40  East-Sycamore,  TN Hampton Inn -- License  Agreement
dated June 24, 1997; Letter Agreement dated June 23, 1997;  Comfort Letter dated
June 24, 1997; Consent Letter dated September 16, 1999 and Guaranty.

         53.  Bartlett/Memphis-Wolfchase  Galleria,  TN Hampton  Inn & Suites --
License  Agreement  dated November 5, 1996;  Consent Letter dated  September 16,
1999 and Guaranty.

         54. Germantown, TN Homewood Suites  -- License Agreement dated June 25,
1997; Consent Letter dated September 16, 1999 and Guaranty.

         55. Nashville  (Briley  Parkway),  TN Hampton Inn -- License  Agreement
dated June 24, 1997; Letter Agreement dated June 23, 1997;  Comfort Letter dated
June 24, 1997; Consent Letter dated September 16, 1999 and Guaranty.





<PAGE>



         56.  Pickwick Dam, TN Hampton Inn -- License  Agreement dated March 11,
1997;  Comfort Letter dated August 26, 1997;  Consent Letter dated September 16,
1999 and Guaranty.

         57. Arlington, TX Comfort Inn -- Franchise Agreement dated June 30,
1999 and effective July 8, 1999; and Addendum No. 1 dated June 30, 1999.

         58. Austin-North, TX Hampton Inn -- License Agreement dated November 5,
1996; Consent Letter dated September 16, 1999 and Guaranty.

         59. College Station, TX Hampton Inn -- License Agreement dated November
5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         60. Dallas-Richardson, TX Hampton Inn -- License Agreement dated June
15, 1999 and Guaranty.

         61. Ft. Worth-West, TX Hampton Inn  -- License Agreement dated November
5, 1996; Consent Letter dated September 16, 1999 and Guaranty.

         62. North  Dallas/Addison,  TX Hampton Inn -- License  Agreement  dated
June 24, 1997;  Letter Agreement dated June 23, 1997;  Comfort Letter dated June
24, 1997; Consent Letter dated September 16, 1999 and Guaranty.

         63. San  Antonio-Downtown,  TX Hampton Inn -- License  Agreement  dated
April 14, 1998; Consent Letter dated September 16, 1999 and Guaranty.

         64. Norfolk-Naval Base, VA Hampton Inn -- License Agreement dated March
5, 1997; Consent Letter dated September 16, 1999 and Guaranty.

         65. Burlington, VT Residence Inn - Assumption Agreement dated November
14, 1996; Owner's Agreement dated November 15, 1996.

         66. Rutland/Trolley Square, VT, Comfort Inn  -- Franchise Agreement,
dated July 27, 1995; Assumption Agreement dated August ___, 2000.

         67.  Seattle-Downtown,  WA Homewood  Suites -- License  Agreement dated
August 7, 1998; Consent Letter dated September 16, 1999 and Guaranty.

         68. Beckley, WV Hampton Inn -- License Agreement dated November 5,
1996; Consent Letter dated September 16, 1999 and Guaranty.

         69. Bluefield,  WV Holiday Inn -- Change of Ownership License Agreement
dated July 15, 1998; Master Technology  Agreement dated July 15, 1998; Extension
of Termination Date letter dated March 3, 1999.

         70. Morgantown, WV Hampton Inn -- License Agreement dated June 15, 1999
and Guaranty.

         71. Oak Hill, WV Holiday Inn -- Change of Ownership Agreement dated
July 15, 1998;





<PAGE>



Master  Technology  Agreement  dated  July 15,  1998;  Transactions  Transmittal
Agreement  dated July 15,  1998;  Third  Party Site  License  Agreement  (Encore
Systems) dated August 11, 1998.

         72. Phoenix/Camelback, AZ Homewood Suites  -- License Agreement dated
June 15, 1999 and Guaranty.

         73. San Antonio, TX Homewood Suites  -- License Agreement dated June
15, 1999 and Guaranty.

         74. Detroit/Northville Hampton Inn  -- License Agreement dated June 15,
1999 and Guaranty.

         75.  Hartford/Windsor  Locks, CT Homewood  Suites -- License  Agreement
dated November 5, 1996; Consent Letter dated September 16, 1999 and Guaranty.







<PAGE>



                                    EXHIBIT E
                          FORM OF MANAGEMENT AGREEMENT








<PAGE>



                                    EXHIBIT F

                               NECESSARY CONSENTS


1.       Consents pursuant to the EQI Financing Partnership I, L.P. $88,000,000
Series 1997-1 Commercial Mortgage Bond financing with respect to the following
Hotels:

         a.       Ann Arbor South, MI Hampton Inn
         b.       Austin North, TX Hampton Inn
         c.       College Station, TX Hampton Inn
         d.       Columbus Airport, GA Hampton Inn
         e.       Fayetteville, NC Hampton Inn
         f.       Fort Worth West, TX Hampton Inn
         g.       Gastonia, NC Hampton Inn
         h.       Chicago/Gurnee, IL Hampton Inn
         i.       Indianapolis, IN Hampton Inn
         j.       Jacksonville, FL Hampton Inn
         k.       Jacksonville Beach/Orange Park, FL Comfort Inn
         l.       Knoxville Airport, TN Hampton Inn
         m.       Louisville, KY Hampton Inn
         n.       Meriden, CT Hampton Inn
         o.       Milford, CT Hampton Inn
         p.       Charleston/Mt. Pleasant, SC Holiday Inn
         q.       Chicago/Naperville, IL Hampton Inn
         r.       Omaha, NE Residence Inn by Marriott
         s.       Sarasota, FL Hampton Inn
         t.       Cleveland/Westlake, OH Hampton Inn
         u.       Winston-Salem, NC Holiday Inn (also known as The Inn at Hanes
                  Mall)


2.       Consent pursuant to the GMAC Term Loan with respect to the following
         Hotels:

         a.       Detroit/Northville, MI Hampton Inn
         b.       Eagan, MN Residence Inn by Marriott
         c.       Phoenix/Camelback, AZ Homewood Suites
         d.       San Antonio, TX Homewood Suites
         e.       Tinton Falls, NJ Residence Inn by Marriott
         f.       Morgantown, WV Hampton Inn
         g.       Dallas/Richardson, TX Hampton Inn
         h.       Kansas City, MO Hampton Inn
         i.       Memphis/Poplar, TN Hampton Inn
         j.       Overland Park, KS Hampton Inn
         k.       Portland, OR Residence Inn by Marriott
         l.       Princeton, NJ Residence Inn by Marriott
         m.       Sharonville/Cincinnati, OH Homewood Suites






<PAGE>



         n.       Tucson, AZ Residence Inn by Marriott

3.       Consent pursuant to the ENN Entities proposed financing with General
Electric Credit Corporation with respect to the following Hotels:

         a.       Albany, NY Hampton Inn
         b.       Beckley, WV Hampton Inn
         c.       State College, PA Hampton Inn
         d.       Rutland/Trolley Square, VT Comfort Inn
         e.       Scranton, PA Hampton Inn
         f.       Baltimore/Glen Burnie, MD Hampton Inn
         g.       Hartford/Windsor Locks, CT Homewood Suites
         h.       Chattanooga, TN Hampton Inn
         i.       Oklahoma City, OK Residence Inn by Marriott
         j.       Norfolk, VA Hampton Inn
         k.       Birmingham- Mt. Brook, AL Hampton Inn
         l.       Charleston, SC Hampton Inn
         m.       Aurora, CO Hampton Inn
         n.       Madison Heights, MI Hampton Inn
         o.       Dublin, OH Hampton Inn
         p.       Nashville-Briley Parkway, TN Hampton Inn
         q.       St. Louis Westport, MO Hampton Inn
         r.       Germantown, TN Homewood Suites

4.      Any required consents under mortgage notes with respect to the Residence
Inn, Boise, Idaho and Hampton Inn, San Antonio, Texas

5.      Consents of lenders pursuant to the ENN Entities lines of credit with
respect to the following hotels:

         a.       Arlington, TX Comfort Inn
         b.       Bluefield, WV Holiday Inn
         c.       Oak Hill, WV Holiday Inn
         d.       Wilkesboro, NC Holiday Inn (aka The Inn at Wilkesboro)
         e.       Scottsdale, AZ Hampton Inn
         f.       Burlington, VT Residence Inn by Marriott
         g.       Colorado Springs, CO Residence Inn by Marriott
         h.       Pickwick Dam, TN Hampton Inn
         i.       Dallas/Addison, TX Hampton Inn
         j.       Atlanta-Northlake, GA Hampton Inn
         k.       Birmingham-Vestavia Hills, GA Hampton Inn
         l.       Chapel Hill, NC Hampton Inn
         m.       Colorado Springs, CO Hampton Inn
         n.       Columbia, SC Hampton Inn
         o.       Little Rock, AR Hampton Inn




<PAGE>



         p.       Memphis-Sycamore, TN Hampton Inn
         q.       Augusta, GA Homewood Suites
         r.       Bartlett, TN Hampton Inn & Suites
         s.       Seattle, WA Homewood Suites
         t.       Chicago, IL Homewood Suites
         u.       Orlando, FL Homewood Suites

6.       Consents of franchisors of the Hotels

7.       Consents of ground lessors with respect to the following Hotels:

         a.       Nashville-Briley Parkway, TN Hampton Inn
         b.       Atlanta-Northlake, GA Hampton Inn
         c.       Memphis-Sycamore, TN Hampton Inn
         d.       Birmingham-Mt.Brook, AL Hampton Inn
         e.       Baltimore/Glen Burnie, MD Hampton Inn
         f.       Norfolk, VA Hampton Inn
         g.       Phoenix/Camelback, AZ Homewood Suites
         h.       Tinton Falls, NJ Residence Inn by Marriott

8.       The following consents shall be required in connection with the
transactions described in this Agreement but shall not be deemed Necessary
Consents:

         (a)  Consents to transfers of liquor licenses and other operating
permits and licenses; and

         (b)  Any other consents which are disclosed by the ENN Entities to the
Crossroads Entities.















<PAGE>



                                    EXHIBIT G
             CERTIFICATE OF TERMINATION, ASSIGNMENT AND CONTINUATION


                  The  undersigned  are  parties to that  certain  Master  Lease
Termination  Agreement  dated as of  September  ____,  2000  (the  "Agreement").
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings ascribed in the Agreement.

                  The undersigned, hereby certify as follows:

                  1.       that the Leases listed on Exhibit A, attached hereto
and incorporated herein, have been terminated in accordance with Section 3(b) of
the Agreement, effective as of 12:01 a.m. on January 1, 2001;

                  2.       that the Leases listed on Exhibit B, attached hereto
and incorporated herein, have been assigned by the Lessees thereunder pursuant
to and in accordance with Section 3(d) of the Agreement, effective as of 12:01
a.m. on January 1, 2001; and

                  3. that  Lease  Amendments  for each of the  Leases  listed on
Exhibit C,  attached  hereto and  incorporated  herein,  have been  executed  in
accordance  with  Section 5 of the  Agreement  and that each of such Lease shall
remain in full force and effect after 12:01 on January 1, 2001.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Certificate  as of the ____ day of December,  2000 and effective as of the _____
day of January, 2001.

                                                     ENN Entities


                                                     Crossroads Entities






<PAGE>



                                   EXHIBIT G-1

                         MEMORANDUM OF LEASE TERMINATION


[To be prepared in Recordable Form]

                  This Memorandum of Lease Termination is made as of the 1st day
of   January,    2001   between    ___________________    (the   "Lessor")   and
_____________________ (the "Lessee").

                  Lessor and Lessee  entered into that certain  Lease  Agreement
dated  as  of   _____________   (together   with  any  and  all  amendments  and
modifications  thereto,  the "Lease"), a memorandum of which was recorded in the
__________________  on  _______________  [as Document Number  ________] [in Book
______ at Page  ________]  pursuant to which Lessor leased the property  legally
described on Exhibit A attached  hereto and made a part hereof (the  "Property")
to Lessee.

                  Lessor and Lessee have  terminated  the Lease  effective as of
the date hereof and by this Memorandum of Lease Termination  Lessee releases any
and all right,  title, and interest,  if any, it has or may have in the Property
pursuant to the Lease.

                  IN  WITNESS  WHEREOF,  Lessor and Lessee  have  executed  this
Memorandum of Lease Termination as of the date and year first above written.


                                                     [Lessor]


                                                     [Lessee]






<PAGE>



                                   EXHIBIT G-2
                          FORM OF ASSIGNMENT OF LEASES

                  THIS  ASSIGNMENT AND  ASSUMPTION OF LEASES (the  "Assignment")
dated  as  of  ________________,   200__,  is  between  ,  a  ("Assignor"),  and
____________________, a(n) _________________ ("Assignee").

                                    RECITALS

          A. Assignor is the tenant under certain  leases  executed with respect
to  that   certain   real   property   and   improvements   thereon   known   as
____________________, _____________, ________ (the "Property"), which leases are
described in Schedule 1 attached hereto (the "Leases").

          B.          At the request and direction of (the "Landlord"),
_______________________ Assignor desires to assign its interest as tenant in the
Leases to Assignee, and Assignee desires to accept the assignment thereof, on
the terms and conditions below.

                  ACCORDINGLY, the parties hereby agree as follows:

          1. Assignor  hereby assigns to Assignee all of its right,  title,  and
interest in and to the Leases,  and Assignee  hereby accepts such assignment and
assumes all of the lessor's  obligations  under the Leases which arise after the
date hereof.

          2. Assignee  agrees to indemnify  Assignor and hold Assignor  harmless
from and against any and all claims, liens, damages,  demands, causes of action,
liabilities,  lawsuits, judgments, losses, costs and expenses (including but not
limited  to  attorneys'  fees and  expenses)  asserted  against or  incurred  by
Assignor  by reason of or arising  out of any  failure by Assignee to perform or
observe the  obligations,  covenants,  terms and conditions  assumed by Assignee
hereunder.

          3. In the event of any dispute between  Assignor and Assignee  arising
out of the  obligations  of the parties under this  Assignment or concerning the
meaning or  interpretation of any provision  contained herein,  the losing party
shall pay the sole  prevailing  party's  costs  and  expenses  of such  dispute,
including, without limitation, reasonable attorneys' fees and costs.

          4.          This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

          5.          This Assignment shall be governed and construed in
accordance with the laws of the State of ___________.

          6. This Assignment may be executed in any number of counterparts, each
of which  shall be deemed an  original,  but all of which taken  together  shall
constitute one and the same instrument.





<PAGE>



                  IN WITNESS  WHEREOF,  Assignor and Assignee have executed this
Assignment the day and year first above written.

ASSIGNOR:
                           ----------------------------------------------------,
                           a Delaware
                                      ------------------------------------------



                           By:
                                   ---------------------------------------------

                           Name:
                                   ---------------------------------------------

                           Title:
                                   ---------------------------------------------

ASSIGNEE:
                           ----------------------------------------------------,
                           a(n)
                                ------------------------------------------------



                           By:
                                   ---------------------------------------------

                           Name:
                                   ---------------------------------------------

                           Title:
                                   ---------------------------------------------

CONSENT OF AND RELEASE BY LANDLORD

         1. Pursuant to Article XXIII of the Lease,  Landlord hereby consents to
this Assignment  and,  except to the extent provided in Paragraph 2 below,  upon
Assignor's surrender of the Hotel, Assignor and its parent companies,  partners,
members, affiliates, subsidiaries,  directors, officers, successors and assigns,
agents,  employees,  and  representatives  shall be  unconditionally  and  fully
released  and  discharged  from  any  and  all  obligations,   claims,  actions,
liability,  of  whatever  kind or  character,  known or  unknown,  by reason of,
growing out of, arising out of or existing in connection  with the Hotel,  or by
reason of the  breach or alleged  breach by  Assignor,  or  conduct or  activity
resulting in the breach or alleged  breach by  Assignor,  of any of the terms or
provisions of the Lease arising after the date hereof,  other than  obligations,
claims,  actions,  or  liabilities  based on any breach or alleged breach of the
Lease occurring prior to the date hereof.

         2. Landlord and its parent companies,  partners,  members,  affiliates,
subsidiaries,  directors,  officers,  successors and assigns, agents, employees,
and representatives are hereby unconditionally and fully released and discharged
by  Assignor  from  any and all  obligations,  claims,  actions,  liability,  of
whatever  kind or  character,  known or unknown,  by reason of,  growing out of,
arising out of or existing in  connection  with the breach or alleged  breach by
Landlord,  or conduct or activity  resulting in the breach or alleged  breach by
Landlord,  of any of the terms or provisions of the Lease arising after the date
hereof,  other than obligations,  claims,  actions,  or liabilities based on any
breach of alleged breach of the Lease occurring prior to the date hereof.





<PAGE>



         3.   Notwithstanding   anything  to  the  contrary  contained  in  this
Assignment  Agreement,  Assignor  shall remain  liable for all  obligations  and
liabilities under the Lease which pursuant to the terms of the Lease survive the
termination of the Lease.



LANDLORD:
                           ----------------------------------------------------,
                           a(n)
                                   ---------------------------------------------



                           By:
                                   ---------------------------------------------

                           Name:
                                   ---------------------------------------------

                           Title:
                                   ---------------------------------------------











<PAGE>



                                   EXHIBIT H-1
                                  TENANT LEASES







<PAGE>



                                   EXHIBIT H-2
                       FORM OF ASSIGNMENT OF TENANT LEASES

                  THIS  ASSIGNMENT AND  ASSUMPTION OF LEASES (the  "Assignment")
dated  as  of  ________________,   200__,  is  between  ,  a  ("Assignor"),  and
____________________, a(n) _________________ ("Assignee").

                                    RECITALS

          C. Assignor is the lessor under certain  leases  executed with respect
to  that   certain   real   property   and   improvements   thereon   known   as
____________________, _____________, ________ (the "Property"), which leases are
described in Schedule 1 attached hereto (the "Leases").

          D.  Assignor desires to assign its interest as lessor in the Leases to
Assignee, and Assignee desires to accept the assignment thereof, on the terms
and conditions below.

                  ACCORDINGLY, the parties hereby agree as follows:

          1. Assignor  hereby assigns to Assignee all of its right,  title,  and
interest in and to the Leases,  and Assignee  hereby accepts such assignment and
assumes all of the lessor's obligations under the Leases arising before or after
the date hereof.

          2. Assignee  agrees to indemnify  Assignor and hold Assignor  harmless
from and against any and all claims, liens, damages,  demands, causes of action,
liabilities,  lawsuits, judgments, losses, costs and expenses (including but not
limited  to  attorneys'  fees and  expenses)  asserted  against or  incurred  by
Assignor  by reason of or arising  out of any  failure by Assignee to perform or
observe the  obligations,  covenants,  terms and conditions  assumed by Assignee
hereunder.

          3. In the event of any dispute between  Assignor and Assignee  arising
out of the  obligations  of the parties under this  Assignment or concerning the
meaning or  interpretation of any provision  contained herein,  the losing party
shall pay the sole  prevailing  party's  costs  and  expenses  of such  dispute,
including, without limitation, reasonable attorneys' fees and costs.

          4. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

          5. This Assignment shall be governed and construed in accordance with
the laws of the State of ___________.

          6. This Assignment may be executed in any number of counterparts, each
of which  shall be deemed an  original,  but all of which taken  together  shall
constitute one and the same instrument.





<PAGE>



                  IN WITNESS  WHEREOF,  Assignor and Assignee have executed this
Assignment the day and year first above written.

ASSIGNOR:
                           ----------------------------------------------------'
                           a
                                   ---------------------------------------------



                           By:
                                   ---------------------------------------------

                           Name:
                                   ---------------------------------------------

                           Title:
                                   ---------------------------------------------

ASSIGNEE:
                           ----------------------------------------------------,
                           a(n)
                                   ---------------------------------------------



                           By:
                                   ---------------------------------------------

                           Name:
                                   ---------------------------------------------

                           Title:
                                   ---------------------------------------------




<PAGE>



                                   EXHIBIT I-1
                                 HOTEL CONTRACTS






<PAGE>



                                   EXHIBIT I-2
                               FORM OF ASSIGNMENT

                  THIS ASSIGNMENT AND ASSUMPTION (the "Assignment")  dated as of
__________________,  2000,  is  between  ASP  ,  a  Delaware  ("Assignor"),  and
____________________, a(n) _________________ ("Assignee").

                                    RECITALS

          A.          Assignor is the Lessor of certain real property and
certain improvements thereon known as __________________, __________, _________
(the "Property"). Assignee is the owner [ground lessor] of the Property.

          B.          Assignor has entered into certain contracts which are more
particularly described in Schedule l attached hereto (the "Hotel Contracts"),
which affect the Property.

          C.  Assignor  and  Assignee  together  with others are parties to that
certain  Master Lease  Termination  Agreement  dated as of June ____,  2000 (the
"Agreement")  pursuant to which and among other  things,  Assignor  and Assignee
agreed to  terminate or assign the lease  between  Assignor and Assignee for the
Property.

          D. Assignor desires to assign to Assignee its interest, if any, and to
the extent assignable,  in (a) the Hotel Contracts, (b) the Bookings (as defined
in the  Agreement)  and the (c) the Permits (as  defined in the  Agreement)  and
Assignee desires to accept the assignment  thereof,  on the terms and conditions
below.

                  ACCORDINGLY, the parties hereby agree as follows:

          1.          Assignor hereby assigns to Assignee all of Assignor's
right, title, and interest, if any, in and to the following, from and after the
date hereof, to the extent the same are assignable: (a) the Hotel Contracts, (b)
the Bookings, and (c) the Permits.

          2. Assignee  hereby  accepts the foregoing  assignment by Assignor and
assumes  all of the  Assignor's  obligations  under  the  Hotel  Contracts,  the
Bookings, and the Permits arising after the date hereof.

          3. Assignee  agrees to indemnify  Assignor and hold Assignor  harmless
from and against any and all claims, liens, damages,  demands, causes of action,
liabilities,  lawsuits, judgments, losses, costs and expenses (including but not
limited  to  attorneys'  fees and  expenses)  asserted  against or  incurred  by
Assignor  by reason of or arising  out of any  failure by Assignee to perform or
observe the  obligations,  covenants,  terms and conditions  assumed by Assignee
hereunder.

          4. In the event of any dispute between  Assignor and Assignee  arising
out of the  obligations  of the parties under this  Assignment or concerning the
meaning or  interpretation of any provision  contained herein,  the losing party
shall pay the sole  prevailing  party's  costs  and  expenses  of such  dispute,
including, without limitation, reasonable attorneys' fees and costs.






<PAGE>



          5. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

          6. This Assignment shall be governed and construed in accordance with
the laws of the State of _______.

          7. This Assignment may be executed in any number of counterparts, each
of which  shall be deemed an  original,  but all of which taken  together  shall
constitute one and the same instrument.




<PAGE>



                  IN WITNESS  WHEREOF,  Assignor and Assignee have executed this
Agreement the day and year first above written.

ASSIGNOR:
                           ----------------------------------------------------,
                           a Delaware
                                      ------------------------------------------



                           By:
                                   ---------------------------------------------

                           Name:
                                   ---------------------------------------------

                           Title:
                                   ---------------------------------------------

ASSIGNEE:
                           ----------------------------------------------------,
                           a(n)
                                   ---------------------------------------------



                           By:
                                   ---------------------------------------------

                           Name:
                                   ---------------------------------------------

                           Title:
                                   ---------------------------------------------






<PAGE>



                                    EXHIBIT J
                        FORM OF TERMINATION OF GUARANTIES

                  THIS  TERMINATION,  dated  as of this  ____  day of  ________,
200__, is made by Equity Inns  Partnership,  L.P. ("EIP") in favor of Interstate
Hotels Corporation,  a Maryland corporation,  Interstate Hotels, LLC, a Delaware
limited liability company, and Patriot American Hospitality,  Inc. (individually
a "Guarantor" and collectively, the "Guarantors").

                                   WITNESSETH:

                  WHEREAS, each of the Guarantors has executed and delivered for
the benefit of EIP each of the Guaranties described on Exhibit A attached hereto
and made a part hereof (the "Guaranties"); and

                  WHEREAS,  the  Guaranties  each  provide  that the  applicable
Guarantor will guaranty certain  obligations of the lessee under and pursuant to
the Leases  described  on Exhibit B attached  hereto and made a part hereof (the
"Leases"); and

                  WHEREAS,  the  lessors  and the  lessees  under the Leases are
either  terminating the Leases or amending the Leases and EIP no longer requires
the Guaranties.

                  NOW,  THEREFORE,  in  consideration  of One Dollar ($1.00) and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  EIP agrees to terminate  forever the Guaranties as of the
date  hereof  and  does  hereby  release,  relieve  and  discharge  each  of the
Guarantors from any and all liability at any time arising thereunder;  provided,
however, nothing contained in this Termination shall relieve or discharge any of
the Guarantors with respect to any  obligations  under the Guaranties that arose
prior to the date hereof.

                                       Equity Inns Partnership, L.P.

                                       By:   Equity Inns Trust, General Partner


                                       By: ___________________________________
                                       Its: __________________________________









<PAGE>



                                   EXHIBIT K-1
                            LINEN INVENTORY STANDARDS


         2.5 par for all Hotels at the quality levels required by the franchisor
pursuant to the Franchise Agreement








<PAGE>


                                   EXHIBIT K-2
                    SIGNIFICANT SUPPLIES INVENTORY STANDARDS

Iron/Ironing Boards
         Standard:   As required by the franchisor pursuant to the Franchise
                     Agreement

Coffee Makers
         Standard:   As required by the franchisor pursuant to the Franchise
                     Agreement

Kitchen Supplies:    (In the guest rooms for the Extended Stay Hotels only)
         Standard:   As required by the franchisor pursuant to the Franchise
                     Agreement

Other Operational Supplies:
         Standard:   As required by the franchisor pursuant to the Franchise
                     Agreement or, if a franchisor minimum requirement does not
                     exist, at levels consistent with CHC's past practices