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                                                                 Exhibit (10)(p)

                     REAL ESTATE PURCHASE AND SALE AGREEMENT


         THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (the "Agreement") is made
and entered into this 10th day of August, 2000, by and between FRISCH'S
RESTAURANTS, INC., an Ohio corporation ("Seller"), and REMINGTON HOTEL
CORPORATION, a Texas corporation ("Purchaser").

                                R E C I T A L S:

         A. Seller is the owner of a certain hotel commonly known as the Clarion
Hotel, Covington, Kentucky.

         B. Purchaser desires to purchase from Seller, and Seller is willing to
sell to Purchaser, in accordance with the terms and conditions hereinafter set
forth, such hotel and related property.

                              W I T N E S S E T H:

         NOW, THEREFORE, for and in consideration of the above premises, the
mutual promises and covenants herein contained, and for other good and valuable
consideration, the full receipt and sufficiency of which is hereby acknowledged
by the parties hereto, it is hereby agreed as follows:

         1. SALE AND PURCHASE.

                  1.1 DESCRIPTION. Seller and Purchaser agree that at Closing
         (hereinafter defined), subject to the terms and conditions of this
         Agreement, Seller will sell, assign, convey and deliver to Purchaser,
         and Purchaser will purchase and accept conveyance and delivery of, all
         of the following tangible and intangible property and assets,
         agreements, contracts, contract rights, leases, licenses, business,
         goodwill and property (real, leasehold, personal and mixed) in which
         Seller has any right, title and interest (collectively, the "Assets" or
         the "Property"):

                          1.1.1 FEE SIMPLE ESTATE. Those certain tracts or
                  parcels of land situated in Covington, Kentucky, more
                  particularly described in Exhibit "A" attached hereto and
                  incorporated herein for all purposes, together with all strips
                  and gores, rights of way, privileges and appurtenances
                  pertaining thereto, including any right, title and interest of
                  Seller in and to any street adjoining any portion of such
                  property (collectively, the "Fee Simple Real Property");

                          1.1.2 FEE SIMPLE IMPROVEMENTS. All parking areas and
                  all buildings, structures, facilities and improvements located
                  on the Fee Simple Real Property and including, without
                  limitation, all mechanical systems, fixtures and equipment;
                  heating systems, fixtures and equipment; air conditioning
                  systems, fixtures and equipment; plumbing systems, fixtures
                  and equipment; electrical systems, fixtures and equipment; and
                  ventilating systems, fixtures and equipment (collectively, the
                  "Fee Simple Improvements");

                          1.1.3 LEASEHOLD ESTATE. All of Seller's interest,
                  right and title in the leasehold estate (the "Leasehold
                  Estate") created by that certain Lease dated May 1, 1970



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                                                                 Exhibit (10)(p)

                  (the "Ground Lease") covering those certain tracts or parcels
                  of land situated in Covington, Kentucky, more particularly
                  described in Exhibit "A-1" attached hereto and incorporated
                  herein for all purposes, together with all of Seller's fee
                  simple interest, if any, in the property described on Exhibit
                  "A-1", together with all strips and gores, rights of way,
                  privileges and appurtenances pertaining thereto, including any
                  right, title and interest of Seller in and to any street
                  adjoining any portion of such property (collectively, the
                  "Leasehold Real Property"). The Fee Simple Real Property and
                  the Leasehold Real Property shall be collectively referred to
                  as the "Real Property".

                          1.1.4 LEASEHOLD IMPROVEMENTS. All parking areas and
                  all buildings, structures, facilities and improvements located
                  on the Leasehold Real Property and including, without
                  limitation, all mechanical systems, fixtures and equipment;
                  heating systems, fixtures and equipment; air conditioning
                  systems, fixtures and equipment; plumbing systems, fixtures
                  and equipment; electrical systems, fixtures and equipment; and
                  ventilating systems, fixtures and equipment (collectively, the
                  "Leasehold Improvements"). The Fee Simple Improvements and the
                  Leasehold Improvements shall be collectively referred to as
                  the "Improvements".

                          1.1.5 PERSONAL PROPERTY. All equipment, furniture,
                  furnishings, fixtures, machinery, compressors, appliances,
                  engines, desks, files, tools, spare parts, inventory, food and
                  beverage inventory, and other items of tangible personal
                  property owned by Seller for use in connection with its
                  operations of the Real Property (collectively, the "Personal
                  Property"). The Personal Property to be conveyed is subject to
                  depletions, replacements and additions in the ordinary course
                  of Seller's business, subject, however, to the covenants of
                  Seller provided in Section 11.2 hereof;

                          1.1.6 TENANT LEASES. All of Seller's rights and
                  interests in and to all leases, subleases and other rental
                  agreements (written or verbal, now or hereafter in effect)
                  that grant a possessory interest in and to any space situated
                  in the Improvements or that otherwise grant rights for the use
                  of the Improvements or any portion thereof (collectively, the
                  "Tenant Leases"), all such Tenant Leases (both written and
                  verbal) being more particularly described on Exhibit "B"
                  attached hereto; and all security deposits and other deposits
                  held in connection with the Tenant Leases;

                          1.1.7 MAINTENANCE AGREEMENTS, SERVICE CONTRACTS,
                  EQUIPMENT LEASES, AND OTHER CONTRACTS. All of Seller's rights
                  and interests in and to all maintenance agreements, service
                  contracts, equipment leases and other contracts, agreements
                  and contract rights (collectively, the "Maintenance
                  Agreements") of every kind concerning the operations of the
                  Real Property but only to the extent assignable (and assumed
                  by Purchaser pursuant to Section 4.4 hereof), as more
                  particularly set forth




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                                                                 Exhibit (10)(p)

                  on Exhibit "C" attached hereto, together with all related
                  deposits, prepaid items and open orders for the purchase of
                  personal property;

                          1.1.8 ACCOUNTS. All of the outstanding accounts
                  receivable or other earned, unpaid income (the "Receivables")
                  owed to Seller on account of Seller's operations of the Real
                  Property as of Closing (hereinafter defined) shall be retained
                  by Seller and not purchased by Purchaser;

                          1.1.9 WARRANTIES. All of Seller's right, title and
                  interest in and to all transferable warranties and guaranties,
                  express or implied, related to any of the Assets (the
                  "Warranties") from any contracts, contractors, subcontractors,
                  materialmen, suppliers or vendors, but only to the extent that
                  such Warranties are assignable;

                          1.1.10 SURVEYS. Any and all site plans, surveys, soil
                  and substrata studies, architectural drawings, plans and
                  specifications, engineering plans and studies, landscape
                  plans, environmental site assessments and/or reports and any
                  other plans or studies of any kind (the "Plans and Studies"),
                  if any, in Seller's possession or control that relate to the
                  Real Property (provided Seller makes no representations or
                  warranties as to the accuracy or completeness of any such
                  studies, reports, plans or environmental audits);

                          1.1.11 LICENSES, PERMITS, APPROVALS AND TRADENAMES.
                  All licenses, permits, approvals, tradenames and other
                  intangible property rights for or related to the use,
                  occupancy or operation of the Real Property and the
                  Improvements thereon, or the services rendered in connection
                  therewith, but only to the extent transferrable, including,
                  without limitation, all transferable liquor licenses
                  (hereinafter the "Licenses and Permits"), a complete list of
                  which is attached hereto as Exhibit "D";

                          1.1.12 EASEMENTS AND AWARDS. All right, title and
                  interest of Seller, if any, in and to any easements,
                  rights-of-way, privileges, licenses or other interests in, on,
                  or to, any land, highway, street, road, or avenue, open or
                  proposed, in, on or across, in front of, abutting or
                  adjoining, the Real Property; and all right, title and
                  interest of Seller, if any, in and to any awards made, or to
                  be made in lieu thereof, and in and to any unpaid awards for
                  damage thereto by reason of a change of grade of any such
                  highway, street, road or avenue (collectively, the "Easements
                  and Awards");

                          1.1.13 INVENTORY. All inventories of supplies used in
                  connection with the operation of the Assets;

                          1.1.14 ADVANCE DEPOSITS. The advance reservations and
                  bookings, as the same may be amended, cancelled and renewed
                  (the "Reservations") and advance deposits made in respect
                  thereof (the "Reservation Deposits").


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                                                                 Exhibit (10)(p)


                 1.2 CONVEYANCE OF TITLE. Seller agrees to convey, and Purchaser
         agrees to accept, title to the Leasehold Estate and Leasehold
         Improvements by General Warranty Assignment and Assumption of Leasehold
         (or similar form generally accepted in the applicable jurisdiction) and
         title to the Fee Simple Real Property and Fee Simple Improvements by
         Bargain and Sale Deed with Covenants Against Grantor Acts (or similar
         form generally accepted in the applicable jurisdiction), in form
         satisfactory to Purchaser and its counsel, subject only to the
         Permitted Exceptions (hereinafter defined), and title to the Personal
         Property, by Bill of Sale with warranty as to title.

         2. PURCHASE PRICE; PAYMENT OF PURCHASE PRICE AND EARNEST MONEY AND
            ALLOCATION

                 2.1 PURCHASE PRICE. The purchase price ("Purchase Price")
         hereunder for the Assets shall be TWELVE MILLION FOUR HUNDRED THOUSAND
         AND 00/100 DOLLARS ($12,400,000.00), as adjusted pursuant to the terms
         of this Agreement, and to be payable at Closing in immediately
         available federal funds by wire transfer or other form acceptable to
         Seller.

                 2.2 EARNEST MONEY. Within three (3) days after the Effective
         Date (hereinafter defined), Purchaser shall deliver to Fidelity
         National Title Insurance Company, 2 Park Avenue, 3rd Floor, New York,
         New York 10016, Attention: Diane D. Crawford (the "Escrow Agent"), the
         sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in
         immediately available federal funds to be held by the Escrow Agent in a
         federally insured, interest bearing trust account satisfactory to
         Purchaser (the "First Deposit"). Provided Purchaser does not terminate
         this Agreement pursuant to Section 4.6 hereof, Purchaser shall deposit
         with Escrow Agent the additional sum of Two Hundred Fifty Thousand and
         No/100 Dollars ($250,000.00) within two (2) business days following the
         expiration of the Inspection Period (the "Second Deposit"). The First
         Deposit and the Second Deposit (collectively, together with accrued
         interest therein, herein called the "Earnest Money") shall be held by
         Escrow Agent and disbursed or applied by Escrow Agent in accordance
         with the provisions of this Agreement. All interest accrued on the
         Earnest Money shall be reported under Purchaser's federal tax
         identification number. If the sale of the Assets is not consummated,
         the Earnest Money shall be disbursed in strict accordance with the
         terms hereof to Purchaser, or delivered to Seller as liquidated damages
         as herein provided. If the sale of the Assets is consummated, the
         Earnest Money shall be applied to the Purchase Price.

                  A fully executed copy of this Agreement shall be deposited
         with Escrow Agent, and Escrow Agent is hereby appointed and designated
         to act as escrow agent and is authorized and instructed to hold the
         Earnest Money and to distribute or apply the Earnest Money in strict
         accordance with the terms and conditions hereof.


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                                                                 Exhibit (10)(p)



                  2.3 RIGHTS OF ESCROW AGENT.

                           (a) Escrow Agent shall be entitled to rely upon, and
                  shall be fully protected from all liability, loss, cost,
                  damage or expense in acting or omitting to act pursuant to,
                  any instruction, order, judgment, certification, affidavit,
                  demand, notice, opinion, instrument or other writing delivered
                  to it which the Escrow Agent in good faith believes to be
                  genuine, without being required to determine the authenticity
                  of such document, the correctness of any fact stated therein,
                  the propriety of the service thereof or the capacity, identity
                  or authority of any party purporting to sign or deliver such
                  document.

                           (b) The duties of Escrow Agent are only as herein
                  specifically provided, and are purely ministerial in nature.
                  This Agreement sets forth all the obligations of Escrow Agent
                  with respect to any and all matters pertinent to the escrow
                  contemplated hereunder and no additional obligations of Escrow
                  Agent shall be implied from the terms of this Agreement or any
                  other Agreement. Escrow Agent shall incur no liability in
                  connection with the discharge of its obligations under this
                  Agreement or otherwise in connection therewith, except such
                  liability as may arise from the gross negligence or willful
                  misconduct of Escrow Agent.

                           (c) Escrow Agent may consult with counsel of its
                  choice and shall not be liable for any action taken or omitted
                  to be taken by Escrow Agent in good faith in accordance with
                  the advice of such counsel.

                           (d) Escrow shall not be bound by any modification,
                  cancellation or rescission of this Agreement unless in writing
                  and signed by Escrow Agent.

                           (e) Escrow Agent shall have no tax reporting duties
                  with respect to the Escrow Funds, the closing proceeds
                  delivered to Escrow Agent or income on any of the foregoing,
                  such duties being the responsibility of the party or parties
                  which receive, or have the right to receive, any taxable
                  income hereunder. Notwithstanding the foregoing, Escrow Agent
                  has the authority to comply with the provisions of Section
                  468B(g) in the Internal Revenue Code of 1986, as amended, and
                  any regulations promulgated thereunder. Such authority shall
                  include, without limitation, (i) the filing of tax returns
                  (including information returns) with respect to any funds or
                  income thereon, (ii) the payment of any tax, interests or
                  penalties imposed thereon, (iii) the withholding of any
                  amounts which are required to be withheld and (iv) the payment
                  of such withheld amounts to the appropriate taxing authority.
                  The parties to this Agreement, other than the Escrow Agent,
                  shall provide the Escrow Agent with all information necessary
                  to enable Escrow Agent to comply with the foregoing. Escrow
                  Agent may withdraw from the funds held in escrow any amounts
                  necessary to pay all applicable income or withholding taxes
                  (plus interest and penalties thereon) that are required to be
                  paid.


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                                                                 Exhibit (10)(p)



                           (f) Escrow Agent is acting as a stakeholder only with
                  respect to the total documents and funds delivered in escrow
                  to it. If any dispute arises as to whether Escrow Agent is
                  obligated to deliver any escrowed documents or funds or as to
                  whom any escrowed documents or funds are to be delivered,
                  Escrow Agent shall not be required to make any delivery, but
                  in such event Escrow Agent may hold such documents and funds
                  until receipt by Escrow Agent of instructions in writing,
                  signed by all parties which have, or claim to have, an
                  interest therein, directing the disposition of such documents
                  and funds. In the absence of such authorization, Escrow Agent
                  may hold such documents and funds until receipt of a certified
                  copy of a final judgment of a court of competent jurisdiction
                  providing for the disposition of such documents and funds.
                  Escrow Agent may require, as a condition to the disposition of
                  such documents and/or funds, pursuant to written instructions,
                  an indemnification in form and substance satisfactory to
                  Escrow Agent, from each party providing such instructions. If
                  such written instructions and indemnification are not
                  commenced, within thirty (30) days after receipt by Escrow
                  Agent of notice of any such dispute and diligently continued,
                  or if the Escrow Agent is uncertain as to which party or
                  parties are entitled to the documents and/or funds, Escrow
                  Agent may either (i) hold the escrowed documents and/or funds
                  until receipt of (x) such written instruments and
                  indemnification or (y) a certified copy of a final judgment of
                  a court of competent jurisdiction providing for the
                  disposition of the documents and/or funds, or (ii) deposit the
                  documents and/or funds in the registry of a court of competent
                  jurisdiction; provided, however, that notwithstanding the
                  foregoing, Escrow Agent may, but shall not be required to,
                  institute legal proceedings of any kind.

                           (g) Seller and Purchaser agree to reimburse Escrow
                  Agent on demand for, and to indemnify and hold Escrow Agent
                  harmless against and with respect to, any and all loss,
                  liability, damage or expense (including, without limitation,
                  attorneys' fees and costs) that Escrow Agent may suffer or
                  incur in connection with the entering into of this Agreement
                  and performance of its obligations under this Agreement or
                  otherwise in connection therewith, except to the extent such
                  loss, liability, damage or expense arises from the gross
                  negligence or willful misconduct of Escrow Agent.

                           (h) In the event that Escrow Agent does deposit the
                  documents and funds in the registry of a court of competent
                  jurisdiction as contemplated in subsection (f) hereof, all
                  costs, expenses and attorneys' fees associated with any such
                  action may be deducted by Escrow Agent from the funds so
                  deposited into the registry prior to depositing the same with
                  the court. Upon notifying Seller and Purchaser of such course
                  of action, all liability on the part of Escrow Agent shall
                  fully terminate.

                           (i) Escrow Agent and any successor escrow agent may
                  at any time resign as such by delivering the documents and
                  funds held by it to either (i) any successor escrow agent
                  designated by all the parties hereto (other than Escrow Agent)
                  in




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                                                                 Exhibit (10)(p)

                  writing, or (ii) any court having competent jurisdiction. Upon
                  its resignation and delivery of the documents and funds as
                  provided in this subsection, Escrow Agent shall be discharged
                  of, and from, any and all further obligations arising in
                  connection with the escrow contemplated by this Agreement.

                           (j) Nothing in this Agreement, express or implied,
                  shall give to anyone, other than the parties hereto and their
                  respective permitted successors and assigns, any benefit, or
                  any legal or equitable right, remedy or claim, under or in
                  respect of this Agreement or the escrow contemplated hereby.

                  2.4 PURCHASE PRICE ALLOCATION. The Purchase Price shall be
         allocated in a manner reasonably acceptable to Purchaser and Seller to
         be agreed upon within fifteen (15) days following the Effective Date.

         3. CLOSING.

                  3.1 CLOSING DATE. The closing of the transactions provided for
         herein (herein called the "Closing") shall take place at the offices of
         Escrow Agent, at 10:00 a.m., E.S.T., on a mutually acceptable date
         ("Closing Date") confirmed in writing by the parties, but in no event
         later than the thirtieth (30th) day following the expiration of the
         Inspection Period (hereinafter defined). If the parties fail to jointly
         confirm in writing the Closing Date (as designated, herein the
         "Scheduled Closing Date") within thirty (30) days following the
         expiration of the Inspection Period, then the Closing Date shall be on
         the thirtieth (30th) day following the expiration of the Inspection
         Period.

         4. INSPECTION PERIOD PROVISIONS.

                  4.1 INSPECTION PERIOD. For and in consideration of the First
         Deposit paid by Purchaser to Escrow Agent and the mutual covenants
         contained herein, Purchaser shall have the right and option for a
         period (the "Inspection Period") commencing from the Effective Date
         through 5:00 o'clock p.m., E.S.T., on the forty-fifth (45th) day
         following the Effective Date, to enter upon the Real Property to
         conduct physical inspections of the Assets and undertake such other due
         diligence measures as Purchaser deems appropriate, including, without
         limitation, environmental tests, soil and bearing tests, engineering
         studies, feasibility studies, review of books and records, review of
         personnel files, and other investigations (collectively, the
         "Inspections"). Any and all inspections, tests, audits and other
         investigations performed by Purchaser or its agents and representatives
         shall be at Purchaser's sole cost and expense and without liability to
         Seller. Seller shall promptly and in no event past the fifth (5th) day
         following the Effective Date, provide to Purchaser copies of the
         following to the extent in the possession of Seller:

                  (i)      Copies of any existing environmental reports;


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                                                                 Exhibit (10)(p)


                  (ii)     Copies of any engineering reports, property condition
                           surveys, geotechnical studies and similar reports
                           concerning the Real Property and the Improvements
                           thereon;

                  (iii)    Copies of any ADA reports or reviews;

                  (iv)     Copies of any major franchisor correspondence or
                           reports concerning property inspections made within
                           twelve (12) months prior to the date hereof;

                  (v)      A true, accurate and complete list (together with
                           legible copies) of all Maintenance Agreements;

                  (vi)     True and accurate list (together with legible copies)
                           of all transferable Licenses and Permits;

                  (vii)    True, accurate and complete list (together with
                           legible copies) of all Tenant Leases, together with a
                           certified rent roll thereof;

                  (viii)   Copies of tax bills (real and personal property) for
                           the calendar years 1997, 1998 and 1999; and

                  (ix)     All items listed in Exhibit "4.1" attached hereto in
                           the possession of Seller.

                  If Seller fails to deliver the aforementioned items within
         five (5) days after the Effective Date, then the Inspection Period
         shall be extended for each day past the fifth (5th) day following the
         Effective Date until such items are delivered by Seller to Purchaser.

                  4.2 NON-OBTRUSIVE TESTING. Purchaser shall not conduct or
         allow any physically intrusive testing of, on or under the Real
         Property without first obtaining Seller's written consent to the timing
         and scope of the work to be performed, not to be unreasonably withheld
         or delayed.

                  4.3 INSURANCE; REPORTS. Purchaser shall, in making any
         inspections of, or conducting any testing of, on or under the Real
         Property, carry comprehensive general liability insurance with
         contractual liability endorsement which names Seller as an additional
         insured, in an amount and with insurance carriers reasonably
         satisfactory to Seller. Prior to the commencement of the Inspections,
         Purchaser shall provide Seller with certificates or other written
         evidence of same upon request of Seller. Purchaser will not reveal to
         any third party the results of its inspections or tests and will
         restore promptly any physical damage caused by the inspections or
         tests. Purchaser shall give Seller reasonable prior notice of its
         intention to conduct any inspections or tests, and Seller reserves the
         right to have a representative present. Purchaser agrees to provide
         Seller with a copy of any inspection or



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                                                                 Exhibit (10)(p)

         test report promptly upon Seller's written request therefor (without
         any representation or warranty).

                 4.4 MAINTENANCE AGREEMENTS. On or before the expiration of the
         Inspection Period, Purchaser shall notify Seller in writing if
         Purchaser elects not to assume at Closing any of the Maintenance
         Agreements. If Purchaser does not exercise its right to terminate this
         Agreement on or before the Inspection Period, Seller shall, at or prior
         to Closing give notice of termination of such disapproved contracts to
         the vendors under such contracts. If, by the terms of the disapproved
         contract, Seller has no right to terminate same on or prior to Closing,
         or if any fee or other compensation is due thereunder as a result of
         such termination, Seller shall be responsible for the payment of the
         termination-related charge or damage.

                 4.5 INDEMNIFICATION BY PURCHASER. Purchaser agrees to indemnify
         and hold Seller harmless from and against any and all claims, liens
         (including, without limitation, mechanic's or materialmen's liens or
         claims of liens), demands, liabilities, losses, damages, costs and
         expenses including, reasonable attorneys' fees incurred by Seller,
         arising out of or resulting directly or indirectly from any activity of
         Purchaser or any of its agents and representatives pursuant to this
         Section 4 or in enforcing Seller's rights to indemnification created
         hereby.

                 4.6 PURCHASER'S RIGHT TO TERMINATE. If, as a result of
         Purchaser's various investigations, Purchaser determines that the
         Assets are not a suitable investment for its purposes, or for any
         reason whatsoever, Purchaser shall have the right by giving Seller
         written notice (the "Termination Notice") on or before the expiration
         of the Inspection Period to elect to terminate its obligations to
         purchase the Assets and shall simultaneously provide a copy thereof to
         Escrow Agent. If the Termination Notice is timely given, Escrow Agent
         shall promptly return the Earnest Money to Purchaser, and neither party
         shall have any further liability hereunder except for Purchaser's
         obligations arising under Section 4.5 above.

                 4.7 FRANCHISE AGREEMENT/LIQUOR LICENSES.



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                                                                 Exhibit (10)(p)



                           4.7.1 FRANCHISE. During the Inspection Period,
                  Purchaser shall have the right to elect to either assume the
                  existing franchise agreement between Seller and Clarion dated
                  _______________ (the "Franchise Agreement"), or to otherwise
                  elect not to assume or enter into a new franchise agreement
                  with Clarion. If Purchaser elects, by written notice to Seller
                  prior to the expiration of the Inspection Period, that it has
                  elected not to assume the Franchise Agreement, or to otherwise
                  enter into a new franchise agreement with Clarion, then Seller
                  shall be responsible for the termination of the Franchise
                  Agreement as of the Closing and shall be responsible for the
                  payment of all termination fees, liquidated damages and
                  related charges together with all sums due and payable under
                  the Franchise Agreement through the date of termination. If
                  Purchaser elects to enter into a new franchise agreement with
                  Clarion or otherwise receive an assignment thereof from Seller
                  at Closing, then Purchaser shall be responsible for all costs
                  of transfer assessed by Clarion (such as application and
                  transfer fees) to be paid by Purchaser at Closing.

                           4.7.2 LIQUOR LICENSES. Seller shall transfer to
                  Purchaser or its designee, or cause to be transferred to
                  Purchaser or its designee, all liquor licenses and alcoholic
                  beverage licenses necessary to operate the restaurant, bars
                  and lounges presently located within the Hotel, but only to
                  the extent assignable and at no additional cost to Seller. To
                  that end, Seller and Purchaser agree to cooperate each with
                  the other, and each shall execute or cause to be executed such
                  transfer forms, licenses applications and other documents as
                  may be necessary to effect such transfer. If permitted under
                  the laws of the jurisdiction in which the Hotel is located,
                  the parties shall execute and file all necessary transfer
                  forms, applications and papers with the appropriate liquor and
                  alcoholic beverage authorities prior to Closing, so that the
                  transfer shall take effect, if possible, on the Closing Date,
                  simultaneously with Closing. The parties agree each with the
                  other that they will promptly execute all transfer forms,
                  applications and other documents required by the liquor
                  authorities in order to effect such transfer at the earliest
                  date in time possible consistent with the laws of the State
                  where the Property is located, in order that all liquor
                  licenses may be transferred from Seller to Purchaser or its
                  designee at the earliest possible time. If under the laws of
                  the State where the Property is located, such licenses cannot
                  be transferred until after the Closing of the transaction
                  contemplated hereby, then Seller covenants and agrees that
                  Seller shall cause the Seller to reasonably cooperate with
                  Purchaser in keeping open the bars and lounges and liquor
                  facilities of the hotel between the Closing Date and the time
                  when such liquor license transfers actually become effective,
                  by exercising management and supervision of such facilities
                  until such time under Seller's licenses, provided, however,
                  that Purchaser shall indemnify and hold Seller harmless from
                  any liability, damages or claims encountered in connection
                  with such operations during said period of time, except for
                  Seller's gross negligence or willful misconduct, and provided
                  further that Purchaser provides Seller with insurance
                  coverages reasonably acceptable to Seller.


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                                                                 Exhibit (10)(p)

         5. REVIEW OF TITLE.

                 5.1 TITLE COMMITMENT. Upon the Effective Date, Purchaser shall,
         at Purchaser's sole cost and expense, order a Commitment for an ALTA
         extended coverage Owners Policy of Title Insurance (the "Title
         Commitment") in the amount of the Purchase Price covering the Real
         Property, issued by Escrow Agent, which Title Commitment shall include
         legible copies of all instruments shown as exceptions thereto. The
         Title Commitment shall set forth the status of title to the Real
         Property and shall show all liens, encumbrances, reservations, and
         restrictions, if any, relating to the Real Property.

                 5.2 SURVEY. Within fourteen (14) days following the Effective
         Date, Purchaser shall, at its sole cost and expense, deliver to
         Purchaser four (4) copies of an ALTA/ACSM Land Title Survey (herein
         called the "Survey") and field notes describing the Real Property,
         prepared and certified by a surveyor reasonably satisfactory to
         Purchaser.

                 5.3 REVIEW OF COMMITMENT AND SURVEY. Purchaser shall have the
         right to review the Title Commitment and Survey for a period (the
         "Title Review Period") of fifteen (15) days from the later of (i)
         receipt of the Title Commitment and copies of all documents referred to
         therein, or (ii) the receipt of the Survey. If the Title Commitment or
         Survey fails to show good and marketable title to the Real Property to
         be in Seller free and clear of all liens, encumbrances, assessments,
         reservations and restrictions other than Permitted Exceptions customary
         exceptions to title reflected on a Kentucky standard form for
         commitments to issue owner's policies of title insurance, then
         Purchaser may give Seller written notice of its objections to any such
         non-conforming title exceptions or its objections to the Survey (the
         "Objections") on or before the expiration of the Title Review Period.
         Any title encumbrances set forth in the Title Commitment or the Survey
         to which Purchaser does not object within the Title Review Period shall
         be deemed to be a Permitted Exception (hereinafter defined).

                 5.4 CURE PERIOD. Seller shall have twenty (20) days ("Cure
         Period") from Seller's receipt of written notice of any such Objections
         within which to make such arrangements and to take such steps as
         reasonably necessary to satisfy Purchaser's Objections; provided,
         however, Seller shall not be required to pay any sum of money or
         undertake or agree to undertake any obligations in order to cure such
         Objections except for liens or encumbrances, judgment liens or
         materialmen's liens arising from actions of Seller to be satisfied and
         paid at Closing from proceeds realized therefrom which costs relating
         thereto shall not exceed $100,000.00. If Seller fails to cure any such
         Objections to the reasonable satisfaction of Purchaser within the time
         provided above and give Purchaser written notice thereof (or evidence
         that same will be so cured at the Closing with the cash proceeds to be
         received by Seller at such Closing), Purchaser shall have the right
         either to:

                          5.4.1 Terminate this Agreement by giving written
                  notice thereof to Seller within five (5) days following the
                  expiration of the Cure Period (in which event the




                                      -11-
<PAGE>   12

                                                                 Exhibit (10)(p)

         Earnest Money shall be immediately returned to Purchaser by Escrow
         Agent upon receipt of such written notice of termination) and this
         Agreement shall be null and void and of no further force or effect
         (except for Purchaser's indemnity provided in Section 4.5 hereof); or

                          5.4.2 By written notice to Seller within five (5) days
                  following the expiration of the Cure Period, elect to
                  consummate the purchase of the Property subject to the uncured
                  Objections without reduction or adjustment of the Purchase
                  Price on account of such Objections. The failure of Purchaser
                  to timely elect to terminate this Agreement in accordance with
                  Section 5.4.1 above shall be deemed a waiver by Purchaser of
                  such right to terminate.

                  5.5 PERMITTED EXCEPTIONS. As used in this Agreement, the term
         "Permitted Exceptions" shall mean those matters or exceptions either
         shown on the Survey or listed in the Commitment to which Purchaser does
         not raise a timely objection or, having timely objected, Purchaser
         waives or is deemed to have waived in accordance with the foregoing.

         6. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller as follows (which such representations and
warranties will survive Closing):

                  6.1 ORGANIZATION. Purchaser is a corporation duly organized,
         validly existing, and in good standing under the laws of the State of
         Texas and has all requisite power and authority and is qualified under
         Texas law to execute and deliver this Agreement and perform its
         obligations hereunder.

                  6.2 AUTHORITY. The execution and delivery of this Agreement
         and consummation of the transactions contemplated herein have been duly
         authorized by all requisite shareholder, board and other corporate
         approvals of Purchaser. This Agreement is a valid and binding agreement
         of the Purchaser enforceable against Purchaser in accordance with its
         terms.

                  6.3 NO CONFLICT OR REQUIRED CONSENTS. Neither the execution of
         this Agreement nor the consummation by Purchaser of the transactions
         contemplated hereby will (i) conflict with or result in a breach of the
         terms, conditions or provisions of or constitute a default, or result
         in the termination of any agreement or instrument to which Purchaser is
         a party; (ii) violate any restriction to which Purchaser is subject; or
         (iii) constitute a violation of any applicable code, resolution, law,
         statute, regulation, ordinance, judgment, rule, decree or order of
         which Purchaser has knowledge.

                  6.4 CONDITION OF PREMISES; AS-IS TRANSACTION. The Purchaser
         represents that it has preliminarily inspected the Real Property and
         Improvements (collectively, the "Premises") and agrees, subject to the
         representations and warranties of Seller herein, to accept same in an
         "as is" condition on the Closing Date, reasonable wear and tear
         excepted,


                                      -12-
<PAGE>   13

                                                                 Exhibit (10)(p)


         assuming Purchaser has not terminated this Agreement pursuant to the
         terms hereof on or before the expiration of the Inspection Period.

         7. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Purchaser as follows (which such representations and warranties will
survive Closing and not merge with the closing documents):

                 7.1 ORGANIZATION. Seller is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Ohio, and has all requisite power and authority and is qualified under
         applicable law to own, lease and operate the Property and to conduct
         the business presently conducted by it at the Property.

                 7.2 AUTHORITY. The execution and delivery of this Agreement and
         consummation of the transactions contemplated herein have been duly
         authorized by all requisite shareholder, board and other corporate
         approvals of Seller. This Agreement is a valid and binding agreement of
         Seller enforceable against Seller in accordance with its terms.

                 7.3 COMPLIANCE WITH ORGANIZATION DOCUMENTS. Except for the
         consent of Firstar Bank, N.A. required under 8.2.13 neither the
         execution and delivery of this Agreement nor the consummation by Seller
         of the transactions contemplated hereby will (i) conflict with or
         result in a breach of the terms, conditions and provisions of or
         constitute a default, or result in the termination of any material
         agreement or instrument to which Seller is a party or which Seller may
         be bound; (ii) violate any restrictions to which Seller is a party or
         to which Seller may be bound; or (iii) constitute a violation of any
         applicable code, resolutions, law, statute, regulation, ordinance,
         judgment, rule, decree or order applicable to Seller or any of the
         Assets.

                 7.4 COMPLIANCE WITH LAWS. To the best of Seller's knowledge,
         except for matters shown on the Title Commitment, neither Seller's
         ownership, holding or use of the Assets or the proposed conveyance of
         the Assets to Purchaser is or shall be in material violation of any
         applicable statute, ordinance, rule, law, regulation (including without
         limitation, building, zoning or environmental laws) or order of any
         governmental agency, body or subdivision thereof.

                 7.5 SPECIAL ASSESSMENTS. Seller has not received any notice,
         and has no actual knowledge that the Assets or any portion or portions
         thereof is or will be subject to or affected by any special
         governmental assessments, whether or not presently a lien thereon, or
         any condemnation, eminent domain, change in grade or public streets or
         similar proceedings. There are no special or benefit assessments,
         utility district assessments, or other public charges (other than
         general real estate taxes) pertaining to the Assets.

                 7.6 NO COMMITMENTS. No commitments have been made to any
         governmental authority, utility company, school board, church or other
         religious body, or any homeowner or homeowner's

                                      -13-
<PAGE>   14

                                                                 Exhibit (10)(p)


         association, or to any other organization, group or individual relating
         to the Assets which would impose an obligation upon Purchaser or its
         successors or assigns to make any contributions or dedications of money
         or land or to construct, install or maintain any improvements of a
         public or private nature on or off the Real Property.

                 7.7 FLOOD PLAIN. To the best of Seller's knowledge, no part of
         the Real Property is located within the 100-year flood plain or in any
         recognized fault zone.

                 7.8 SPECIAL USE. Seller has not claimed the benefit of any law
         permitting a special use valuation (such as "agricultural" or "open
         space") for the purpose of obtaining an ad valorem tax rate lower than
         the normal rate applicable to the Assets.

                 7.9 RESTRICTIONS. To the best of Seller's knowledge, except for
         matters shown on the Title Commitment, there are no restrictive use
         covenants affecting or encumbering title to the Assets.

                 7.10 ENVIRONMENTAL COMPLIANCE. To the best knowledge and belief
         of Seller, Seller has no actual knowledge of any conditions affecting
         the Assets which would violate any federal, state or local
         environmental statutes, regulations, ordinances or other requirements
         and more specifically, but without limitation, there are not (i) any
         geological faults (surface or subsurface) which lie on the Real
         Property, (ii) wetlands, as defined by federal or state law or
         regulation on the Real Property, and (iii) threatened or endangered
         species or other habitat as defined by state law or by the U.S. Fish
         and Wildlife Service, on the Real Property.

                 7.11 LITIGATION. There are no actions, suits or proceedings
         pending, or to the knowledge of Seller, threatened against Seller or
         the Assets, at law or in equity, or before or by any person or entity,
         including any federal, state, municipal or other governmental
         department, commission board, agency or instrumentality that relate to
         (i) the transactions contemplated by this Agreement, (ii) the Assets,
         or any portion thereof, or (iii) the operation, ownership or use of the
         Assets which would give rise to lien or claim against the Assets or
         Purchaser (after Closing).

                 7.12 NOTICE OF VIOLATIONS. Seller has not received, and to the
         best of Seller's knowledge, there exists no written notice that either
         the Assets or the use thereof violates in any material manner any rules
         and regulations of any state, city or county government or agency, body
         or subdivision thereof having any jurisdiction over the Assets that has
         not been resolved to the satisfaction of the issuer of the notice.

                 7.13 LEASES AND AGREEMENTS. There are no written contracts,
         agreements, equipment leases concerning or relating to the Assets or
         the operation thereof except for the Maintenance Agreements disclosed
         on Exhibit "C". There are no oral agreements or commitments which will
         bind Purchaser or the Assets after Closing. There are no leases,



                                      -14-
<PAGE>   15

                                                                 Exhibit (10)(p)


         license agreements or occupancy agreements concerning the Assets or the
         operation thereof other than the Tenant Leases which are described on
         Exhibit "B". To the best of Seller's knowledge, Seller is not in
         default under any Tenant Lease. There are no outstanding commissions
         payable by Seller under any Tenant Lease and, except as previously
         disclosed by Seller to Purchaser and to the best of Seller's knowledge,
         each tenant is in compliance with the terms and conditions of each
         Tenant Lease in all material respects and no default under any such
         leases on the part of any tenant is existing.

                  7.14 EMPLOYEES. There are no employees of Seller utilized in
         connection with the operation of the Assets who, after conveyance of
         the Assets to Purchaser, Purchaser would be obligated to retain or
         compensate. There are employee benefit plans, ERISA plans or similar
         type plans applicable to any employee of Seller or its manager engaged
         in connection with the operation of the Property. Neither Seller or any
         of the employees employed at the Property are party to any collective
         bargaining agreement, union contract or similar agreement.

                  7.15 EQUIPMENT LEASES. Except for the equipment leases listed
         as a Maintenance Agreement on Exhibit "C", none of the Personal
         Property is the subject of any conditional sales agreement, title
         retention agreement or deferred payment arrangement secured by chattel
         mortgage, security agreement or otherwise.

                  7.16 INSURANCE NOTICES. No notice has been received by Seller,
         nor to the actual knowledge of Seller, has any notice been issued from
         any insurance company that has issued an insurance policy to Seller
         with respect to any portion of the Assets or from any board of fire
         underwriters (or other body exercising similar functions), claiming any
         defects or deficiencies requiring the performance of any repairs,
         replacements, alterations or other work to any of the Assets.

                  7.17 SUBSEQUENT DISCLOSURE. In the event that material or
         adverse changes occur as to any information, documents or exhibits
         referred to in this Agreement, of which Seller has knowledge, Seller
         will promptly disclose same to Purchaser when first available to
         Seller.

                  7.18 GROUND LEASE. There are no existing defaults under the
         Ground Lease, no event has occurred which, with the passage of time or
         the giving of notice, or both, would constitute a default thereunder,
         no notice from the ground lessor has been received by Seller asserting
         a default under the Ground Lease, and the Ground Lease is freely
         transferrable.

                  7.19 NO MANAGEMENT AGREEMENTS. There are no written management
         contracts or agreements of any kind whatsoever concerning or relating
         to the operation and/or management of the Assets. There are no oral
         agreements or commitments of such type which will bind Purchaser or the
         Assets after Closing.


                                      -15-
<PAGE>   16

                                                                 Exhibit (10)(p)



                  7.20 SURVIVAL. Seller shall certify to the accuracy of each
         and every representation contained herein effective as of the Closing
         Date, which such representations and warranties shall survive the
         Closing hereof for a period of one (1) year and shall not merge with
         the documents and instruments delivered at Closing, subject to the
         provisions of Section 13.3 below.

         8. CLOSING DOCUMENTS.

                  8.1 PURCHASER'S OBLIGATIONS. Purchaser shall deliver at
         Closing the following:

                          8.1.1 CASH PORTION OF PURCHASE PRICE. The Purchase
                  Price in the form as provided in Paragraph 2.1 hereof and
                  subject to the adjustments provided in this Agreement;

                          8.1.2 ASSIGNMENTS. Duly executed counterparts of (i)
                  the General Warranty Assignment and Assumption of Ground
                  Lease, in form acceptable to Purchaser and its counsel, (ii)
                  the Bill of Sale in the form of Exhibit "E" attached hereto,
                  (iii) the Assignment and Assumption of Contracts in the form
                  of Exhibit "F" attached hereto, and (iv) the Assignment and
                  Assumption of Leases in the form of Exhibit "G" attached
                  hereto;

                          8.1.3 CLOSING STATEMENT. A duly executed closing
                  statement taking into account all prorations and adjustments
                  required pursuant to the terms of this Agreement.

                          8.1.4 OTHER DOCUMENTS. Such additional documents,
                  instruments, assumptions, consents, waivers and releases as
                  may be reasonably necessary to effectuate the transactions
                  contemplated herein or to evidence the capacity and authority
                  of Purchaser to consummate the transactions contemplated
                  herein.

                  8.2 SELLER'S OBLIGATIONS. Seller shall deliver to Purchaser at
         Closing the following:

                          8.2.1 GENERAL WARRANTY ASSIGNMENT/GROUND LEASE. A duly
                  executed and acknowledged General Warranty Assignment and
                  Assumption of Ground Lease covering the Leasehold Real
                  Property and Ground Lease in the form acceptable to
                  Purchaser's title insurer, Purchaser and Purchaser's counsel,
                  conveying good and indefeasible title to the Leasehold Estate
                  and the Leasehold Improvements thereon, subject only to the
                  Permitted Exceptions;

                          8.2.2 BARGAIN AND SALE DEED. A duly executed and
                  acknowledged Bargain and Sale Deed (with covenants against
                  grantor's acts) covering the Fee Simple Real Property in the
                  form acceptable to Purchaser's title insurer, Purchaser and


                                      -16-
<PAGE>   17

                                                                 Exhibit (10)(p)

                  Purchaser's counsel, conveying good and indefeasible fee
                  simple title to the Fee Simple Real Property and the Fee
                  Simple Improvements thereon, subject only to the Permitted
                  Exceptions;

                          8.2.3 ASSIGNMENTS. Duly executed counterparts of (i)
                  the Bill of Sale, (ii) the Assignment and Assumption of
                  Contracts, and (iii) the Assignment and Assumption of Leases;

                          8.2.4 ROOM RESERVATION RECORDS. Copies of all room
                  reservations and service and maintenance records not
                  previously delivered to Purchaser to be delivered on site at
                  the Real Property, together with correspondence and other
                  records pertaining thereto which Purchaser will reasonably
                  require in the future operation of the Assets (but
                  specifically excluding tax and other records not necessary for
                  the continued operations of the Assets);

                          8.2.5 KEYS. Keys or codes to all doors to, and
                  equipment and utility rooms located on, the Real Property;

                          8.2.6 POSSESSION. Possession of the Assets, subject
                  to the rights to use and occupy same of any Tenants or other
                  hotel guests of the Property;

                          8.2.7 TENANT LEASES AND MAINTENANCE AGREEMENTS. All
                  executed original Tenant Leases and Maintenance Agreements in
                  the possession of Seller (to the extent not previously
                  delivered to Purchaser);

                          8.2.8 FIRPTA CERTIFICATE. A duly executed affidavit
                  from Seller stating: Seller's United States Taxpayer
                  Identification Number for federal income tax purposes and that
                  Seller is not a "foreign person" within the meaning of Section
                  1445, et seq., of the Internal Revenue Code;

                          8.2.9 AFFIDAVIT. A "Bills Paid Affidavit" executed by
                  Seller in a form reasonably required by the Title Company for
                  purposes of deleting exceptions for labor performed, materials
                  supplied or services provided for or to Assets prior to
                  Closing.

                          8.2.10 UPDATE OF REPRESENTATIONS AND WARRANTIES.
                  Seller shall certify the accuracy of or any change in the
                  accuracy of each of the representations and warranties
                  contained herein as of Closing.

                          8.2.11 EXISTING LIENS. Seller reserves the right and
                  privilege to pay any liens on the Premises at Closing out of
                  the proceeds of this sale or to deliver a release thereof in
                  customary form.

                                      -17-
<PAGE>   18

                                                                 Exhibit (10)(p)


                          8.2.12 GROUND LEASE ESTOPPEL/CONSENT. Seller shall
                  provide to Purchaser an Estoppel and Consent duly executed by
                  the ground lessor under the Ground Lease in form acceptable to
                  Purchaser, Purchaser's lender and the title insurer generally
                  providing for the following: (a) a consent to the assignment
                  of the Ground Lease, (b) a consent to Purchaser's pledge of
                  the Ground Lease to its lender with customary financing
                  requirements such as notices and opportunities to cure, and
                  (c) representations of no defaults. If an Estoppel and Consent
                  from the ground lessor is not obtainable, then, subject to
                  Purchaser's lender's consent, Purchaser will accept an
                  estoppel and indemnity from Seller in form acceptable to
                  Purchaser, Purchaser's lender and the title insurer.

                          8.2.13 FIRSTAR CONSENT. Seller shall provide a
                  consent to the sale of the Property duly executed by Firstar
                  Bank, N.A.

                          8.2.14 ADDITIONAL DOCUMENTS. Such further instruments
                  of conveyance, assignments, approvals, waivers, consents,
                  confirmations, releases, and other documents as may be
                  reasonably necessary to effectuate the sale and transfer of
                  all title, ownership, and possessory rights in and to the
                  Assets to Purchaser, and to otherwise consummate and evidence
                  the capacity and authority of Seller to consummate the
                  transactions contemplated herein, such instruments and/or
                  documents to be in form and content reasonably acceptable to
                  Seller.

         9. CONDITIONS PRECEDENT TO CLOSING.

                  9.1 PURCHASER'S OBLIGATION TO CLOSE. The obligations of
         Purchaser hereunder shall be subject to the satisfaction of the
         following conditions precedent:

                          9.1.1 REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Seller contained herein
                  shall be and remain materially true and correct as of the
                  Closing.

                          9.1.2 PERFORMANCE OF COVENANTS AND AGREEMENTS. Seller
                  shall have materially performed and complied with all
                  covenants and agreements required to be performed or complied
                  with pursuant to this Agreement prior to or as of the Closing.

                          9.1.3 LITIGATION. No suit, action, or other proceeding
                  shall be pending before any court or governmental agency by
                  which any third party is seeking to restrain or prohibit or to
                  obtain damages or other injunctive relief in connection with
                  this Agreement or the consummation of the transactions
                  contemplated hereby, which, if successful, would adversely
                  affect the ability of Purchaser to own or operate the Property
                  as presently operated.


                                      -18-
<PAGE>   19

                                                                 Exhibit (10)(p)

                          9.1.4 CLOSING DOCUMENTS. Seller shall have duly
                  executed and/or delivered the documents and instruments
                  required pursuant to Section 8.2 hereof.

                          9.1.5 INTENTIONALLY OMITTED.

                          9.1.6 LIQUOR LICENSES. Purchaser shall have received
                  the required governmental approvals for the transfer of all
                  liquor licenses related to the Property. Purchaser shall
                  promptly after the Effective Date commence all required
                  applications for such transfer (and Seller agrees to
                  reasonably cooperate with Purchaser).

                          9.1.7 TAX CLEARANCE CERTIFICATES. Purchaser shall
                  obtain from applicable governmental authorities, tax clearance
                  certificates, no further action letters or other reasonable
                  evidence that (i) there are no outstanding taxes of any kind
                  due and owing by Seller with respect to the Property or its
                  operation including, without limitation, sales, use and
                  occupancy taxes, and (ii) there are no outstanding code or
                  regulation violations on the Property.

                          9.1.8 GROUND LESSOR ESTOPPEL. Seller shall have
                  delivered the Estoppel and Consent from the Ground Lessor
                  under the Ground Lease required under Section 8.2.12 hereof,
                  or the Seller Estoppel and Indemnity referenced in Section
                  8.2.12.

                          9.1.9 FIRSTAR [RELEASE/CONSENT]. Seller shall have
                  delivered the [consent] required pursuant to Section 8.2.13
                  hereof.

                           Seller shall use its best efforts to obtain the items
                  required pursuant to Sections 9.1.5, 9.1.8 and 9.1.9 above. If
                  Closing fails to occur as a result of the Seller failing to
                  satisfy delivery of the items required under Sections 9.1.5,
                  9.1.8 or 9.1.9, then in addition to Purchaser receiving the
                  Earnest Money, Seller shall reimburse Purchaser all reasonable
                  out of pocket costs and expenses incurred by Purchaser in
                  connection with this Agreement.

                  9.2 SELLER'S OBLIGATION TO CLOSE. The obligations of Seller
         hereunder shall be subject to the satisfaction of the following
         conditions precedent:

                          9.2.1 REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Purchaser contained herein
                  shall be materially true and correct as of the Closing Date.

                          9.2.2 PERFORMANCE OF COVENANTS AND AGREEMENTS.
                  Purchaser shall have materially performed and complied with
                  all covenants, agreements and conditions required to be
                  performed or complied with pursuant to this Agreement prior to
                  or as of the Closing.


                                      -19-
<PAGE>   20

                                                                 Exhibit (10)(p)

                         9.2.3 LITIGATION. No suit, action, or other
                  proceedings shall be threatened or pending before any court or
                  governmental agency by which any third party seeking to
                  restrain or prohibit or to obtain damages or other relief in
                  connection with this Agreement or the consummation of the
                  transactions contemplated hereby.

         10 ADJUSTMENTS. The following items shall be apportioned or prorated
between Seller and Purchaser as of 12:01 o'clock a.m. local time, on the Closing
Date (the "Cut-Off Time") and shall constitute adjustments to the Purchase Price
to be paid by Purchaser to Seller at Closing:

                10.1 EMPLOYEES. (a) The parties acknowledge that all on-site
         personnel employed at the Facility are employees of Seller. Attached
         hereto as Exhibit "H" is a list of the employees currently employed in
         connection with the operation of the Assets, which list shall be
         certified by Seller to be true and correct as the date of Closing.

                         (b) Purchaser shall not assume any liabilities with
         respect to the employees or the termination of the employees as of the
         Closing. Purchaser shall have no responsibility whatsoever with respect
         to the hiring or engagement of any such employees and any liabilities
         attributable thereto shall be the responsibility of Seller, including,
         without limitation, accrued wages, accrued benefits, accrued vacation
         and COBRA liability. Seller shall indemnify, defend (with counsel
         approved by Purchaser) and hold Purchaser harmless from and against any
         and all claims, causes of action, proceedings, judgments, damages,
         penalties and liabilities made, assessed or rendered against Purchaser
         and any costs and expenses (including attorneys' fees and
         disbursements) incurred by Purchaser with respect to claims, causes of
         action, judgments, damages, penalties and liabilities asserted by any
         such employees for any such liabilities arising from the termination of
         the employees, including, without limitation, accrued wages, accrued
         benefits, accrued vacation, COBRA liability and under the Federal
         Worker Adjustment and Retraining Notification Act, 29 U.S.C.
         ss.2101-2109 ("WARN") or in any manner relating, directly or
         indirectly, to the termination of such employees by Seller. The
         provisions of this Section 10.1 shall survive the Closing and shall not
         merge with the deed of conveyance of the Property to be delivered at
         Closing.

                10.2 TAXES. Real estate, ad valorem and personal property taxes,
         sewer rents and charges, and other state, county and municipal taxes,
         charges and assessments (special or otherwise), on the basis of the
         fiscal year for which the same are levied, imposed or assessed, and
         regardless of when the same become a lien or are payable shall be
         adjusted between Seller and Purchaser and shall be prorated on a per
         diem basis as of the Closing Date. If the rate of any such taxes or
         other charges shall not be fixed prior to the Closing, the adjustment
         thereof at the Closing shall be upon the basis of the rate for the
         preceding year applied to the latest assessed valuation (or other basis
         of valuation) and the same shall be further adjusted when the rate and
         actual amount of tax due for the current fiscal year is fixed.

                10.3 CHARGES FOR TELEPHONE, WATER, ELECTRICITY, GAS AND OTHER
         UTILITIES. The consumption of all utilities is measured by meter, and
         Seller shall furnish a current reading of


                                      -20-
<PAGE>   21

                                                                 Exhibit (10)(p)

         each meter at the Closing, which reading shall have been made not
         earlier than one (1) business day prior to Closing, and Seller shall
         pay the charges therefor to such date. The telephone service will be
         changed over as of the Closing Date and Purchaser shall be responsible
         for charges incurred on the Closing Date and thereafter. All deposits,
         if any, made by Seller as security under any contract or license, shall
         be refunded to Seller.

                10.4 GUEST LEDGER. Room charges (exclusive of food, beverage,
         telephone and similar charges) for the night preceding the Closing Date
         and ending on the morning of the Closing Date shall be divided equally
         between Purchaser and Seller. Dinner charges for the evening of the
         Apportionment Date shall be the property of Seller. Breakfast charges
         for the morning of the Closing Date shall be the property of Purchaser.
         The final night's housekeeping expenses shall be Seller's
         responsibility.

                10.5 PREPAID EXPENSES. A prorated portion of any expense which
         has been prepaid by Seller prior to the Closing Date and which is
         attributable to a period on or after the Closing Date, including,
         without limitation, prepaid charges for transferable licenses, permits
         and other items, shall be credited to Seller.

                10.6 PREPAID RESERVATIONS. Purchaser shall receive a credit
         for all prepaid reservations, advance room deposits, Reservation
         Deposits or other such deposits assigned to Purchaser hereunder.

                10.7 MAINTENANCE AGREEMENTS. Charges under the Maintenance
         Agreements (which are assumed by Purchaser) shall be prorated at the
         Closing with Seller paying all such charges through and including the
         Apportionment Date.

                10.8 FOOD AND BEVERAGE INVENTORY. No adjustments shall be made
         with respect to food and beverage inventories.

                10.9 ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE.

                         10.9.1 Purchaser is not purchasing from Seller any
                  accounts receivable or other income accrued through the date
                  of Closing related to the operations of the Property by Seller
                  prior to the Closing, all such accounts receivable to be
                  retained by Seller (except for the agreement to divide equally
                  the guest ledger as indicated in Section 10.4 above).

                         10.9.2 Purchaser, unless expressly assumed in writing
                  at Closing, shall not be obligated to assume any payables,
                  liabilities or obligations of Seller which relate to the
                  operations of the Property prior to Closing, all such payables
                  to be promptly paid by Seller on or before Closing.

                10.10 HOUSE BANKS. The sale of the Assets shall include cash,
         checks and other funds including till money and house banks held at the
         hotel as of the Closing Date



                                      -21-
<PAGE>   22

                                                                 Exhibit (10)(p)


         (collectively, "House Banks"). The House Bank's shall be purchased by
         Purchaser at Closing, and Purchaser shall pay the amount of such House
         Banks to Seller at Closing as a separate amount over and above the
         Purchase Price.

                10.11 FURTHER ASSURANCES. All items to be adjusted, in
         accordance with the foregoing Sections 10.1 through 10.10, for which
         figures are not available at Closing, will be adjusted and payment
         therefor will be made by Seller to Purchaser or by Purchaser to Seller,
         as appropriate, as soon as figures are available after Closing.
         Purchaser or Seller, as appropriate, will deliver simultaneously with
         such payment, any and all data, information or other backup it may have
         with respect to such payment and/or such proration so as to fully
         indicate to the other party the calculation of the amount of payment
         contained therewith.

                10.12 BENEFIT AND LIABILITY. The purpose and intent of the
         provisions as to the prorations, adjustments and apportionments set
         forth above and elsewhere in this Agreement are that Seller shall bear
         all expenses of ownership and operation of the Property and shall
         receive all income therefrom accruing through the Cut-Off Time, and
         Purchaser shall bear all such expenses and receive all such income
         accruing thereafter. Accordingly, effective upon Closing, Seller agrees
         to indemnify and hold Purchaser harmless from and against any and all
         costs and expenses relating to the operation of the Assets during the
         period preceding Closing, and Purchaser agrees to indemnify, defend and
         hold Seller harmless from and against any and all costs and expenses
         relating to the operation of the Assets from and after Closing. If a
         computation of the apportionments and adjustments described in this
         Section 10 shows that a net amount is owed by Seller to Purchaser, such
         amount shall be credited against the Purchase Price. If such
         computation shows that a net amount is owed by Purchaser to Seller,
         such amount shall be paid by wire transfer to Seller by Purchaser on
         the Closing Date in addition to the payment of the cash portion of the
         Purchase Price to be made by Purchaser under Section 2.1. The
         provisions of this Section 10 shall survive the Closing and shall not
         merge with the closing documents to be delivered at Closing.

                10.13 SAFE AND BAGGAGE.

                  (a) On the Closing Date, Seller shall cause the delivery to
         Purchaser of all of the keys to the safe in the Hotel. On the Closing
         Date, Seller shall give written notices to those persons who have
         deposited items in the safe, advising them of the sale of the Assets to
         Purchaser and requesting the removal or verification of their contents
         in the safe. All such removals or verifications on the Closing Date
         shall be under the supervision of Seller's and Purchaser's respective
         representatives. All contents that are to remain in the safe shall be
         recorded. Items belonging to guests who have not responded to such
         written notice by so removing and verifying their safe contents by the
         end of the Closing Date shall be recorded in the presence of the
         respective representatives. Any such contents so verified and recorded
         and thereafter remaining in the hands of Purchaser shall be the
         responsibility of Purchaser, and Purchaser hereby agrees to indemnify,
         defend and hold Seller harmless from any liability therefor. Seller
         hereby agrees to indemnify and hold Purchaser harmless from any
         liability


                                      -22-
<PAGE>   23

                                                                 Exhibit (10)(p)


         arising from claims by guests for any loss of contents in the safe not
         recorded on the Closing Date.

                  (b) On the Closing Date, representatives of Purchaser and
         Seller shall take an inventory of all baggage, valises and trunks
         checked or left in the care of Seller. From and after the Closing Date,
         Purchaser shall be responsible for all baggage listed in said
         inventory, and Purchaser hereby agrees to indemnify, defend and hold
         Seller harmless from any liability therefor. Seller shall remain liable
         for any negligence or misfeasance with respect to such baggage which
         occurred prior to the Closing Date as well as for claimed omissions
         from said inventory, and Seller hereby agrees to indemnify and hold
         Purchaser harmless from any liability therefor.

                  (c) The provisions of this Section 10.12 shall survive the
         Closing and shall not merge with the documents of conveyance of the
         Assets to be delivered at Closing.

         11 PRE-CLOSING COVENANTS OF SELLER AND PURCHASER.

                11.1 INSURANCE. Seller or Seller's agent shall keep the Assets
         insured against fire and other hazards covered by extended coverage
         endorsement and comprehensive public liability insurance against claims
         for bodily injury, death and property damage occurring in, on or about
         the Property, in such amounts consistent with its prior operations.

                11.2 OPERATIONS. Seller or Seller's agent shall operate and
         maintain the Assets in a business-like manner and substantially in
         accordance with Seller's past practices with respect to the Assets;
         maintain normal inventory levels substantially in accordance with
         Seller's past practices including a 2.5 par level of linen inventory;
         and, make any and all repairs and replacements to the Assets reasonably
         required to deliver the Assets to Purchaser at Closing in its present
         condition, normal wear and tear excepted.

                11.3 SERVICE AGREEMENTS. Seller shall enter into only those
         third party contracts that are necessary to carry out its obligations
         under Section 11.2 above and which shall be cancellable upon thirty
         (30) days' written notice. If Seller enters into any such contract, it
         shall promptly provide written notice thereof to Purchaser.

                11.4 WARRANTIES AND GUARANTIES. Seller shall not modify or
         release any warranties or guaranties with respect to the Asset without
         the prior written consent of Purchaser.

                11.5 LEASES. Seller shall not enter into any leases or tenancies
         with respect to the Real Property (or the Improvements thereon) which
         are not terminable upon thirty (30) days prior written notice.


                                      -23-
<PAGE>   24

                                                                 Exhibit (10)(p)



                11.6 EMPLOYEES. Seller shall not engage or retain any new or
         additional employees, entities or independent contractors whose
         compensation will be assumable by Purchaser.

                11.7 ENCUMBRANCES. Seller shall not grant any encumbrances on
         any of the Assets or contract for any construction or service for the
         Assets which may impose any mechanic's or materialmen's lien on any of
         the Assets not satisfiable by the Purchase Price at Closing.

                11.8 PUBLIC ANNOUNCEMENTS. Neither Seller nor Purchaser shall
         make any public statement or issue any press release with respect to
         this Agreement or the transactions contemplated hereby ("Public
         Announcement") prior to the expiration of the Due Diligence Period.
         After the expiration of the Due Diligence Period, and until the
         Closing, neither Seller nor Purchaser shall make any Public
         Announcement without the prior written consent of the other party,
         except as required by law.

         12 DESTRUCTION, DAMAGE OR CONDEMNATION PRIOR TO CLOSING.

                12.1 RISK OF LOSS. Seller shall bear the risk of all loss,
         destruction or damage to the Assets, or any portion thereof, from any
         and all causes whatsoever until and including the Closing Date.

                12.2 DAMAGE OVER $500,000.00. If, prior to the Closing, there
         shall occur (i) damage to the Assets caused by fire or other casualty
         which would cost $500,000.00 or more to repair, or (ii) the taking or
         proposed taking by condemnation of all or such portion of the Assets as
         would, in Purchaser's reasonable opinion, materially interfere with
         Purchaser's use and enjoyment thereof, then, and in either of such
         event, Purchaser may terminate its obligations under this Agreement by
         written notice given to Seller within seven (7) days after Purchaser
         has received notice of such casualty or condemnation from Seller, in
         which event no party shall have any further obligations to the other
         hereunder and the Earnest Money shall be immediately returned by the
         Escrow Agent to Purchaser upon the Escrow Agent's receipt of written
         notice thereof. If Purchaser does not so elect to terminate its
         obligations under this Agreement, then the Closing shall take place as
         herein provided without abatement of the Purchase Price (except in
         amount equal to the deductible applicable to insurance policy
         applicable to the casualty), and there shall be assigned to Purchaser
         at the Closing all interest in any insurance claims and proceeds
         including, without limitation, any business interruption insurance, or
         condemnation awards up to the full Purchase Price which may be payable
         to or available to Seller for any period after the Closing Date on
         account of any such fire, casualty, or condemnation.

                12.3 DAMAGE UNDER $500,000.00. If, prior to the Closing there
         shall occur (i) damage to the Assets caused by fire or other casualty
         which would cost less than $500,000.00 to repair, or (ii) the taking or
         proposed taking by condemnation of a portion of



                                      -24-
<PAGE>   25

                                                                 Exhibit (10)(p)


         the Assets which, in the Purchaser's reasonable judgment, is not
         material to the use or enjoyment thereof, then, and in either of such
         event, Purchaser shall have no right to terminate its obligations under
         this Agreement, but there shall be assigned to Purchaser at Closing all
         interest in any insurance claims and proceeds, including, without
         limitation, any business interruption insurance, or condemnation awards
         which may be payable to Seller for any period after the Closing Date on
         account of any such fire, casualty or condemnation. In addition, the
         Purchase Price shall be adjusted for the amount of the deductible under
         the insurance policy applicable to the casualty.

         13 DEFAULTS AND REMEDIES.

                13.1 SELLER'S DEFAULT.

                         13.1.1 REMEDIES. If Seller fails to perform any of
                  Seller's obligations hereunder for any reason other than the
                  termination of this Agreement by Seller or Purchaser pursuant
                  to any right to terminate expressly set forth in this
                  Agreement, or Purchaser's failure to perform Purchaser's
                  obligations under this Agreement, or if any of Seller's
                  representations or warranties set forth herein are determined
                  to be materially inaccurate or untrue, then Purchaser, at
                  Purchaser's option and in addition to an action for damages
                  arising from a breach by Seller of any representation,
                  warranty, covenant or agreement, which all such remedies shall
                  be cumulative, shall have the right to either (i) terminate
                  this Agreement by giving written notice to Seller, whereupon
                  the Earnest Money shall be immediately delivered to Purchaser
                  by Escrow Agent upon receipt of written notice from Purchaser
                  of such termination, or (ii) waive such representations,
                  warranties or performance by Seller and enforce specific
                  performance of the obligations of Seller under this Agreement.

                         13.1.2 LIMITATION ON PRE-CLOSING DEFAULT. In the event
                  that the Seller should breach the within Agreement by failing
                  and/or refusing to close title as required hereby ("Refusal to
                  Close") or by a breach of representation, warranty or covenant
                  known or discovered by Purchaser prior to Closing, the
                  Purchaser shall have the right to terminate this Contract and
                  to receive the return of its Earnest Money and Purchaser's
                  Transaction Costs (consisting of the Purchaser's reasonable
                  attorneys', architects and engineering fees and expenses
                  actually incurred in the negotiation of the within transaction
                  and in the Purchaser's due diligence investigation involving
                  the within transaction). However, if the Purchaser elects not
                  to terminate the Agreement and receive said monies, the
                  Purchaser's sole remedy is to obtain specific performance in a
                  court of competent jurisdiction; it being understood that the
                  Seller shall not be liable for monetary damages of any nature
                  or amount, unless Purchaser is the prevailing party in such
                  litigation, in which event Seller shall be liable to Purchaser
                  for the reasonable attorneys' fees and court costs incurred by
                  Purchaser in enforcing its rights hereunder.


                                      -25-
<PAGE>   26

                                                                 Exhibit (10)(p)



                13.2 PURCHASER'S DEFAULT. If Purchaser fails to perform any of
         Purchaser's obligations hereunder for any reason other than the
         termination of this Agreement by Seller or Purchaser pursuant to any
         right to terminate expressly set forth in this Agreement, or Seller's
         failure to perform Seller's obligations under this Agreement, then
         Seller, as Seller's sole and exclusive remedy, shall have the right to
         terminate this Agreement by giving written notice to Purchaser, in
         which event Seller shall be entitled to the Earnest Money as liquidated
         damages free and clear of all rights and claims with respect thereto by
         Purchaser, and neither Purchaser nor Seller shall have any further
         rights or obligations under this Agreement. Seller and Purchaser hereby
         acknowledge and agree that the Earnest Money shall be agreed liquidated
         damages hereunder because of the difficulty, inconvenience and
         uncertainty of ascertaining actual damages for such default by
         Purchaser.

         14 NO BROKERS. Seller represents to Purchaser and Purchaser represents
to Seller that all negotiations relating to this Agreement have been pursued
without the intervention of any agent, broker or investment broker other than
Hotel Source, Inc. ("Broker"), who has been engaged by Seller. Seller and
Purchaser agree to indemnify and hold the other party harmless against any and
all claims arising out of any activity of any firm or person acting or allegedly
acting on behalf of such party in the nature of a brokerage commission or
finder's fee.

         15 EXPENSES.

                  15.1 SELLER'S EXPENSES. Seller shall pay or give a credit to
         Purchaser at Closing:

                         15.1.1 All realty transfer fees, intangible taxes,
                  documentary stamps and any applicable sales taxes;;

                         15.1.2 Any termination fees, liquidated damages and
                  related charges relating to the termination of the Clarion
                  Franchise Agreement; and

                         15.1.3 All attorneys' fees incurred by Seller in
                  connection herewith and the Closing.

                  15.2 PURCHASER'S COSTS.  Purchaser shall pay:

                         15.2.1 All costs and expenses incurred by Purchaser
                  in connection with any inspections performed pursuant to the
                  terms herein;

                         15.2.2 All attorneys' fees incurred by Purchaser in
                  connection herewith and with the Closing;

                         15.2.3 All intangible taxes or documentary stamps
                  assessed on any financing obtained by Purchaser;


                                      -26-
<PAGE>   27

                                                                 Exhibit (10)(p)

                         15.2.4 All charges for UCC searches and abstract of
                  judgment searches incurred by Purchaser including, costs in
                  obtaining tax certificates, if any;

                         15.2.5 All costs relating to the transfer of licenses
                  and permits, including, the transfer, if applicable, of the
                  Franchise Agreement;

                         15.2.6 All title examination fees and all premiums
                  for the Owner's Policy of title insurance; and

                         15.2.7 All title examination fees and all premiums
                  for the Owner's Policy of Title Insurance and costs of the
                  Survey.

         16 GENERAL PROVISIONS.

                16.1 NOTICES. All written notices and demands of any kind which
         either party may be required or may desire to serve upon the other
         party in connection with this Agreement may be served (as an
         alternative to personal service) by registered or certified mail. Any
         such notice or demand so served by registered or certified mail shall
         be deposited in the United States Mail with postage thereon fully
         prepaid and addressed to the party to be served at the addresses set
         forth below. Service of any such notice or demand so made by mail shall
         be deemed complete upon the day of mailing. Further, any such notice
         may be made by telecopy or facsimile at the numbers indicated below;
         provided same is immediately followed with the original by mail as
         provided above.

                  To Seller:

                           Frisch's Restaurants, Inc.
                           2800 Gilbert Avenue
                           Cincinnati, Ohio
                           Attn: Ken Hull
                           Fax:  (513) 559-5303

                  With a Copy To:

                           Frisch's Restaurants, Inc.
                           2800 Gilbert Avenue
                           Cincinnati, Ohio
                           Attn: Craig Maier
                           Fax:  (513) 559-5303


                                      -27-
<PAGE>   28

                                                                 Exhibit (10)(p)



                  To Purchaser:

                           Remington Hotel Corporation
                           14180 Dallas Parkway, Suite 810
                           Dallas, Texas 75240
                           Attn: Kevin Norman
                           Fax: (972) 980-2705

                  With a Copy To:

                           Remington Hotel Corporation
                           14180 Dallas Parkway, Suite 700
                           Dallas, Texas 75240
                           Attn: David A. Brooks
                           Fax: (972) 490-9605

                16.2 CAPTIONS. The titles and headings of the various Articles
         and Paragraphs hereof are intended solely for means of reference and
         are not intended for any purpose whatsoever to modify, explain or place
         any construction on any of the provisions of this Agreement.

                16.3 SEVERABILITY. If any of the provisions of this Agreement or
         the application thereof to any persons or circumstances shall, to any
         extent, be invalid or unenforceable, the remainder of this Agreement by
         the application of such provision or provisions to persons or
         circumstances other than those as to whom or which it is held invalid
         or unenforceable shall not be affected thereby, and every provision of
         this Agreement shall be valid and enforceable to the fullest extent
         permitted by law.

                16.4 WAIVER. The failure of either party to insist upon a strict
         performance of any of the terms or provisions of this Agreement or to
         exercise any option, right or remedy herein contained or available
         pursuant to applicable law, shall not be construed as a waiver or
         relinquishment of such term, provision, option, right or remedy, but
         the same shall continue and remain in full force and effect. No waiver
         by either party of any term or provision hereof shall be deemed to have
         been made unless expressed in writing and signed by such party.

                16.5 ENTIRE AGREEMENT. This Agreement constitutes the entire
         agreement between the parties hereto with respect to the subject matter
         hereof, supersedes any oral or written agreements (except for the
         Confidentiality Agreement, hereinafter defined), and may not be
         modified, amended or otherwise changed in any manner except by a
         writing executed by the parties hereto.

                16.6 ASSIGNMENT; BENEFITS. This Agreement and all the covenants,
         terms and provisions contained herein shall be binding upon and inure
         to the benefit of the parties


                                      -28-
<PAGE>   29

                                                                 Exhibit (10)(p)


         hereto and their respective heirs, executors, administrators,
         successors and permitted assigns. Except as provided below, Purchaser
         may not assign its rights, benefits and obligations under this
         Agreement without the prior written consent of Seller. Any purported
         assignment of Purchaser without Seller's prior written consent shall be
         null and void. Notwithstanding the foregoing, Purchaser may assign this
         Agreement to an entity formed or controlled, directly or indirectly, by
         Purchaser or the principals or shareholders of Purchaser.

                16.7 EXHIBITS. All exhibits to this Agreement are hereby fully
         incorporated herein by this reference for all purposes as though fully
         set forth herein.

                16.8 APPLICABLE LAW; VENUE. This Agreement is made and entered
         into in the City of Covington, Kentucky, and its interpretation,
         validity and performance shall be governed by the laws of the State of
         Kentucky. The parties hereto mutually consent to the jurisdiction of
         any local, state or federal court situated in Kentucky, and waive any
         objection which they may have pertaining to improper venue or forum non
         conviens to the conduct of any proceeding in any such court. The
         parties hereto agree that venue for any action in connection herewith,
         shall be in the State of Kentucky.

                16.9 COUNTERPARTS. This Agreement may be executed in multiple
         counterparts, each of which shall serve as an original for all
         purposes, but all copies shall constitute but one and the same
         agreement, binding on all parties hereto, whether or not each
         counterpart is executed by all parties hereto, so long as each party
         hereto has executed one or more counterparts hereof.

                16.10 ATTORNEYS' FEES. In the event of any litigation between
         the parties hereto to enforce any right of either party hereto, the
         non-prevailing party to such litigation agrees to pay to the prevailing
         party all costs and expenses, including reasonable attorneys' fees,
         incurred therein by the prevailing party, including without limitation,
         fees incurred during a trial of any action and any fees incurred as a
         result of an appeal from a judgment entered in such litigation.

                16.11 FURTHER ASSURANCES. Seller and Purchaser shall each
         execute and deliver to the other all such other documents and
         instruments and perform such further acts as reasonably requested by
         the other party to effectuate the transactions contemplated hereby.


                                      -29-
<PAGE>   30

                                                                 Exhibit (10)(p)



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

                                    "SELLER":

                                    FRISCH'S RESTAURANTS, INC.


                                    By: /s/ Craig F. Maier
                                       ----------------------------
                                          Craig Maier
                                           President

                                    "PURCHASER":

                                    REMINGTON HOTEL CORPORATION


                                    By: /s/ David A. Brooks
                                       ----------------------------
                                          David A. Brooks
                                          Executive Vice President



ESCROW AGENT:

FIDELITY NATIONAL TITLE INSURANCE COMPANY


By:      /s/ Hillary A. Kruce
   ---------------------------------
Name:         Hillary A. Kruce
     -------------------------------
Title:        Vice President/Counsel
      ------------------------------


                                      -30-
<PAGE>   31

                                                                 Exhibit (10)(p)



                                LIST OF EXHIBITS



Exhibit "A"         Description of Fee Simple Real Property

Exhibit "A-1"       Description of Leasehold Real Property

Exhibit "B"         Tenant Leases and Deposits

Exhibit "C"         Maintenance Agreements, Service Contracts, Equipment Leases
                    and Other Contracts

Exhibit "D"         Licenses and Permits

Exhibit "E"         Bill of Sale

Exhibit "F"         Assignment and Assumption of Contracts

Exhibit "G"         Assignment and Assumption of Leases

Exhibit "H"         Employee Schedule

Exhibit 4.1         Requested Diligence Items


                                      -31-
<PAGE>   32

                                                                 Exhibit (10)(p)



                                   EXHIBIT "A"


                      Fee Simple Real Property Description
















                                      A-1
<PAGE>   33

                                                                 Exhibit (10)(p)


                                  EXHIBIT "A-1"


                         Leasehold Property Description

Situate in the Commonwealth of Kentucky, County of Kenton, City of Covington,
and more particularly described as follows: to-wit:

Beginning at a point in the north line of Fifth Street 305 ft. West of
Philadelphia Street; thence north 0(Degree)21'52" west along a line parallel to
Philadelphia Street 87.5 ft. to a point; thence north 89(Degree)38'08" east
along a line parallel to Fifth Street 5 ft. to a point; thence north
0(Degree)21'52" west along a line parallel to Philadelphia Street 87.5 ft.;
thence north 89(Degree)38'08" east along a line parallel to Fifth Street 87.5
ft. to a point; thence north 0(Degree)21'52" west 105 ft. to a point; thence
north 89(Degree)38'08" east along a line parallel to Fifth Street 7 ft. to a
point; thence north 0(Degree)21'52" west along a line parallel to Philadelphia
Street 52 ft. to a point in the right of way of I-75; thence south
76(Degree)04'22" west along said right of way 173.97 ft. to a point; thence
south 55(Degree)03'22" west 120.17 ft. to a point; thence south 89(Degree)38'08"
west on a line parallel to Fifth Street 145.34 ft.; thence south 0(Degree)21'52"
east on a line parallel to Philadelphia Street 223 ft. to a point in the north
side of Fifth Street; thence north 89(Degree)38'08" east along the north side of
Fifth Street 313.90 ft. to the place of beginning.




                                      A-1
<PAGE>   34

                                                                 Exhibit (10)(p)






                                   EXHIBIT "B"


                                  TENANT LEASES




                                      B-1
<PAGE>   35

                                                                 Exhibit (10)(p)





                                   EXHIBIT "C"


                   MAINTENANCE AGREEMENTS, SERVICE CONTRACTS,
                      EQUIPMENT LEASES AND OTHER CONTRACTS








                                      C-1
<PAGE>   36

                                                                 Exhibit (10)(p)






                                   EXHIBIT "D"


                              LICENSES AND PERMITS



                                      D-1
<PAGE>   37

                                                                 Exhibit (10)(p)






                                   EXHIBIT "E"


                       BLANKET BILL OF SALE AND ASSIGNMENT


         For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, FRISCH'S RESTAURANTS, INC., a _______________ corporation
(the "Seller"), hereby conveys, sets-over and assigns to
_______________________, a ______________ (the "Purchaser"), all of Seller's
right, title and interest in and to the following items of tangible and
intangible personal property (collectively, the "Assigned Property") relating to
certain real property known as the Clarion Hotel and located in Covington,
Kentucky, more particularly described on Exhibit "B" attached hereto (the "Real
Property"):

                  (i) PERSONAL PROPERTY. All equipment, furniture, furnishings,
         fixtures, machinery, compressors, appliances, engines, desks, files,
         tools, spare parts, inventory (including consumable inventory) and
         other items of tangible personal property located on or used in
         connection with the operations of the Real Property (collectively, the
         "Personal Property");

                  (ii) WARRANTIES. All of Seller's right, title and interest in
         and to all transferable warranties and guaranties, express or implied,
         related to any of the Assets (the "Warranties") from any contracts,
         contractors, subcontractors, materialmen, suppliers or vendors, but
         only to the extent that such Warranties are assignable;

                  (iii) SURVEYS. Any and all site plans, surveys, soil and
         substrata studies, architectural drawings, plans and specifications,
         engineering plans and studies, landscape plans, environmental site
         assessments and/or reports and any other plans or studies of any kind
         (the "Plans and Studies"), if any, in Seller's possession or control
         that relate to the Real Property (provided Seller makes no
         representations or warranties as to the accuracy or completeness of any
         such studies, reports, plans or environmental audits);

                  (iv) LICENSES, PERMITS AND APPROVALS. All licenses, permits
         and approvals for or related to the use, occupancy or operation of the
         Real Property and the Improvements thereon, or the services rendered in
         connection therewith, but only to the extent transferrable (hereinafter
         the "Licenses and Permits"), a complete list of which is attached
         hereto as Exhibit "C";

                  (v) INVENTORY. All inventories of supplies used in connection
         with the operation of the Assets;

                  (vi) ADVANCE DEPOSITS. The advance reservations and bookings
         (the "Reservations") and advance deposits made in respect thereof (the
         "Reservation Deposits"), as more particularly set forth on Exhibit "E"
         attached hereto; and


                                      E-1
<PAGE>   38

                                                                 Exhibit (10)(p)




                  (vii) OTHER. All other personal property, tangible or
         intangible, of every kind and character, owned by Seller and used in
         connection with, located on or related to the Real Property or the
         operation thereof.

         Except for the warranty of title above and the representations
contained in that certain Real Estate Purchase and Sale Agreement dated July __,
2000, between Purchaser and Seller, Seller has not made and does not make any
express or implied warranty or representation of any kind whatsoever with
respect to the Personal Property, including but not limited to: merchantability
of the Personal Property or its fitness for any particular purpose; the design
or condition of the Personal Property; or the quality or capacity of the
Personal Property.

         TO HAVE AND TO HOLD the Assigned Property unto Purchaser, its
successors and assigns forever, and Seller does hereby bind itself, its
successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the
Assigned Property unto Purchaser, its successors and assigns, against every
person whomsoever lawfully claims or to claim the same or any part thereof by,
through or under Seller.

         IN WITNESS WHEREOF, Seller has caused this instrument to be executed
and delivered as of this ______ day of ____________, 1999.

                                   "SELLER"

                                   FRISCH'S RESTAURANTS, INC.

                                   By:    /s/ Craig F. Maier
                                      ------------------------------
                                   Name:      Craig F. Maier
                                        ----------------------------
                                   Title:         President
                                         ---------------------------



                                   "PURCHASER"

                                   ---------------------------------



                                   By:
                                      ------------------------------
                                   Name:
                                        ----------------------------
                                   Title:
                                         ---------------------------



                                      E-2
<PAGE>   39

                                                                 Exhibit (10)(p)





                                   EXHIBIT "F"

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS


         In consideration of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, FRISCH'S RESTAURANTS, INC., a ____________ corporation (the
"Assignor"), hereby assigns and delegates to _________________, a
_______________ (the "Assignee"), with an office and place of business at
________________________, and Assignee hereby assumes and accepts the assignment
and delegation of, all of Assignor's right, title and interest in and to the
maintenance agreements, service contracts and equipment leases (collectively,
the "Contracts") described on Exhibit "A" attached hereto relating to certain
real property known as the Clarion Hotel and located in Covington, Kentucky;
provided, however, Assignee only assumes those obligations and liabilities which
first accrue and arise from and after the date hereof.

         Assignor hereby agrees to indemnify Assignee against and hold Assignee
harmless from any and all cost, liability, loss, damage or expense, including,
without limitation, reasonable attorneys' fees and costs, relating to or arising
from Assignor's obligations under the Contracts which arose, accrued or were
performable prior to the date hereof. Assignee hereby agrees to hold Assignor
harmless from any and all cost, liability, loss, damage or expense, including,
without limitation, reasonable attorneys' fees and costs, relating to or arising
from obligations or liabilities which first arise, accrue and/or are first
performable pursuant to the Contracts on or after the date hereof.

         Assignor represents and warrants to Assignee that there is no existing
uncured default under any of the Contracts on the Assignor's part and no event
has occurred which, with the giving of notice, the lapse of time, or both, could
constitute such an amended default under any of the Contracts.

         If any litigation between Assignor and Assignee arises out of the
obligations of the parties under this Assignment or concerning the meaning or
interpretation of any provision contained herein, the non-prevailing party shall
pay the prevailing party's costs and expenses of such litigation including,
without limitation, reasonable attorneys' fees.

         This Assignment may be executed and delivered in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original and all of which shall constitute one and the same instrument.


                                      F-1
<PAGE>   40

                                                                 Exhibit (10)(p)



         IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed and delivered as of the _____ day of _________________, 2000.


                                   ASSIGNOR:

                                   FRISCH'S RESTAURANTS, INC.


                                   By:    /s/ Craig F. Maier
                                      ------------------------------
                                   Name:      Craig F. Maier
                                        ----------------------------
                                   Title:         President
                                         ---------------------------


                                   ASSIGNEE:

                                   ---------------------------------



                                   By:
                                      ------------------------------
                                   Name:
                                        ----------------------------
                                   Title:
                                         ---------------------------


                                      F-2
<PAGE>   41

                                                                 Exhibit (10)(p)




                                   EXHIBIT "G"

                       ASSIGNMENT AND ASSUMPTION OF LEASES


         In consideration of the sum of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, FRISCH'S RESTAURANTS, INC., a _____________________ (the
"Assignor"), hereby assigns and delegates to _________________, a
_______________ (the "Assignee"), and Assignee hereby assumes and accepts the
assignment and delegation of, all Assignor's right, title and interest in and to
the leases and the security deposits (the "Tenant Leases and Deposits")
described on Exhibit "A" attached hereto relating to the property known as the
Clarion Hotel and located in Covington, Kentucky; provided, however, Assignee
only assumes those obligations and liabilities which first arise, accrue and/or
are first performable on or after the date hereof.

         Assignor hereby agrees to indemnify Assignee against and hold Assignee
harmless from any and all cost, liability, loss, damage or expense, including,
without limitation, reasonable attorneys' fees and costs, relating to or arising
from Assignor's obligations under the Tenant Leases which arose, accrued or were
performable prior to the date hereof. Assignee hereby agrees to indemnify
Assignor against and hold Assignor harmless from any and all cost, liability,
loss, damage or expense, including, without limitation, reasonable attorneys'
fees and costs, relating to or arising from obligations or liabilities which
first arise, accrue and/or are first performable pursuant to the Tenant Leases
on or after the date hereof.

         Assignor represents and warrants to Assignee that there is no existing
uncured default under any of the Tenant Leases on the Assignor's part and no
event has occurred which, with the giving of notice, the lapse of time, or both,
could constitute such an amended default under any of the Tenant Leases.

         If any litigation between Assignor and Assignee arises out of the
obligations of the parties under this Assignment or concerning the meaning or
interpretation of any provision contained herein, the non-prevailing party shall
pay the prevailing party's costs and expenses of such litigation including,
without limitation, reasonable attorneys' fees.

         This Assignment may be executed and delivered in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original and all of which shall constitute one and the same instrument.


                                      G-1
<PAGE>   42

                                                                 Exhibit (10)(p)




         IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed and delivered as of the _____ day of _________________, 2000.

                                   ASSIGNOR:

                                   FRISCH'S RESTAURANTS, INC.



                                   By:    /s/ Craig F. Maier
                                       ------------------------------
                                   Name:      Craig F. Maier
                                        ----------------------------
                                   Title:         President
                                         ---------------------------

                                   ASSIGNEE:

                                   ---------------------------------



                                   By:
                                      ------------------------------
                                   Name:
                                        ----------------------------
                                   Title:
                                         ---------------------------


                                      G-2
<PAGE>   43

                                                                 Exhibit (10)(p)






                                   EXHIBIT "H"


                                EMPLOYEE SCHEDULE





                                      H-1
<PAGE>   44

                                                                 Exhibit (10)(p)






                                   EXHIBIT 4.1

                            DILIGENCE ITEMS REQUESTED

                                  CLARION HOTEL
                               COVINGTON, KENTUCKY

====== =============================================================== ========
                                                                         DATE
 CODE                               ITEM                               RECEIVED
------ --------------------------------------------------------------- --------
A.                          FINANCIAL INFORMATION
------ --------------------------------------------------------------- --------
   1.  1997 Financial Statements (Audited?)
------ --------------------------------------------------------------- --------
   2.  1998 Financial Statements (Audited?)
------ --------------------------------------------------------------- --------
   3.  1999 Financial Statements (Audited?)
------ --------------------------------------------------------------- --------
   4.  1999 Monthly Financials
------ --------------------------------------------------------------- --------
   5.  2000 Financial Statement YTD by Month
------ --------------------------------------------------------------- --------
   6.  Prepaid Expenses (detailed list)
------ --------------------------------------------------------------- --------
   7.  Deposits & Accruals
------ --------------------------------------------------------------- --------
   8.  Occupancy and Average rates `97-'99 monthly, and year to date
       monthly
------ --------------------------------------------------------------- --------
   9.  Current `00 Budget
------ --------------------------------------------------------------- --------
  10.  Occupancy and Average Rates- `97-'00, if available
------ --------------------------------------------------------------- --------
B.                           INSPECTIONS/STUDIES
------ --------------------------------------------------------------- --------
   1.  Engineering Report
------ --------------------------------------------------------------- --------
   2.  Health Inspection Reports
------ --------------------------------------------------------------- --------
   3.  Franchise Quality Inspection Reports (if applicable)
------ --------------------------------------------------------------- --------
   4.  Phase I Environmental
------ --------------------------------------------------------------- --------
   5.  Appraisals
------ --------------------------------------------------------------- --------
   6.  Asbestos Survey
------ --------------------------------------------------------------- --------
   7.  Geotechnical/Soils
------ --------------------------------------------------------------- --------

====== =============================================================== ========

                               4.1-1



<PAGE>   45

                                                                 Exhibit (10)(p)

====== =============================================================== ========
                                                                         DATE
 CODE                               ITEM                               RECEIVED
------ --------------------------------------------------------------- --------
C.                         REAL ESTATE TITLE/TAXES
------ --------------------------------------------------------------- --------
   1.  Title Commitment/Copies of Exceptions
------ --------------------------------------------------------------- --------
   2.  ALTA/ACSM Survey
------ --------------------------------------------------------------- --------
   3.  Real Estate Tax Bills 1997 - 2000
------ --------------------------------------------------------------- --------
   4.  Personal Property Tax Bills 1997 - 2000
------ --------------------------------------------------------------- --------
D.                                 ZONING
------ --------------------------------------------------------------- --------
   1.  Zoning Letters/Opinions
------ --------------------------------------------------------------- --------
   2.  Utility Letters
------ --------------------------------------------------------------- --------
       1. Gas
------ --------------------------------------------------------------- --------
       2. Sewer
------ --------------------------------------------------------------- --------
       c. Electric
------ --------------------------------------------------------------- --------
       4. Telephone
------ --------------------------------------------------------------- --------
E.                              UTILITY BILLS
------ --------------------------------------------------------------- --------
   1.  Utility Bills (last 12 months)
------ --------------------------------------------------------------- --------
F.                          INSURANCE INFORMATION
------ --------------------------------------------------------------- --------
   1.  Current Owners Insurance
------ --------------------------------------------------------------- --------
   2.  Loss History Reports
------ --------------------------------------------------------------- --------
G.                           FRANCHISE AGREEMENT
------ --------------------------------------------------------------- --------
   1.  Franchise Agreement
------ --------------------------------------------------------------- --------
   2.  PIP
------ --------------------------------------------------------------- --------
   3.  Quality Assurance Reports
------ --------------------------------------------------------------- --------
H.                            EQUIPMENT LEASES
------ --------------------------------------------------------------- --------
   1.  Copies of all Leases
------ --------------------------------------------------------------- --------
   2.  Schedules/Summaries
------ --------------------------------------------------------------- --------

====== =============================================================== ========

                               4.1-2



<PAGE>   46

                                                                 Exhibit (10)(p)

====== =============================================================== ========
                                                                         DATE
 CODE                               ITEM                               RECEIVED
------ --------------------------------------------------------------- --------
I.                     OTHER CONTRACTS/LEASES/LICENSES
------ --------------------------------------------------------------- --------
   1.  Commercial Leases with Abstracts
------ --------------------------------------------------------------- --------
   2.  Maintenance and Service Contracts with Summary of Terms
------ --------------------------------------------------------------- --------
   3.  Licenses & Permits
------ --------------------------------------------------------------- --------
   4.  No Violation Letters
------ --------------------------------------------------------------- --------
   5.  Tax Clearance Letters
------ --------------------------------------------------------------- --------
   6.  Current Management Agreement
------ --------------------------------------------------------------- --------
J.                            SALES & MARKETING
------ --------------------------------------------------------------- --------
   1.  Most Recent STAR Report/Comparable Market Information
------ --------------------------------------------------------------- --------
   2.  Market Segmentation Information
------ --------------------------------------------------------------- --------
   3.  Sales Kit & Brochures
------ --------------------------------------------------------------- --------
   4.  Current Marketing Plan
------ --------------------------------------------------------------- --------
   5.  Property Fact Sheet Including Amenities, Rooms, Food Beverage
       Facilities
------ --------------------------------------------------------------- --------
   6.  Full Set of Photos of Hotel
------ --------------------------------------------------------------- --------
   7.  List of Accounts with Rates and Annual Room Nights
------ --------------------------------------------------------------- --------
K.                      INVENTORIES/PERSONAL PROPERTY
------ --------------------------------------------------------------- --------
   1.  Detailed list of all FF&E
------ --------------------------------------------------------------- --------
   2.  Operating Supplies (including but not limited to Food,
       Beverage, China, Linen, etc.)
------ --------------------------------------------------------------- --------
   3.  Miscellaneous Inventories
------ --------------------------------------------------------------- --------
   4.  UCC Searches
------ --------------------------------------------------------------- --------

====== =============================================================== ========



                               4.1-3



<PAGE>   47

                                                                 Exhibit (10)(p)

====== =============================================================== ========
                                                                         DATE
 CODE                               ITEM                               RECEIVED
------ --------------------------------------------------------------- --------
L.                          EMPLOYEE INFORMATION
------ --------------------------------------------------------------- --------
   1.  Employee Census (name, date of hire, last increase,
       department, title, rate of pay, etc.)
------ --------------------------------------------------------------- --------
   2.  Payroll Run
------ --------------------------------------------------------------- --------
   3.  Union Agreement
------ --------------------------------------------------------------- --------
   4.  Employee Benefits
------ --------------------------------------------------------------- --------
   5.  Employee Contracts
------ --------------------------------------------------------------- --------
   6.  Pension Documents/Schedule of Liabilities
------ --------------------------------------------------------------- --------
M.                        AS-BUILT PLANS AND SPECS
------ --------------------------------------------------------------- --------
   1.  Plans and Specs
------ --------------------------------------------------------------- --------
   2.  Certificate of Occupancy
------ --------------------------------------------------------------- --------
N.                     SCHEDULE OF PENDING LITIGATION
====== =============================================================== ========



                               4.1-4