<PAGE>

                                                                  Exhibit 10.100

                           PURCHASE AND SALE AGREEMENT

                                 BY AND BETWEEN

                          THI III GL INVESTMENTS L.L.C.

                                    AS SELLER

                                       AND

                           CNL HOTELS & RESORTS, INC.

                                  AS PURCHASER

<PAGE>

Definitions

      The following capitalized terms used in this Agreement are defined in the
sections indicated below:

<TABLE>
<S>                                                <C>
2006 Building Estimate                             Section 6.11
2006 Business Plan                                 Section 6.11
Accountants                                        Section 13.7
Adjustment                                         Section 13.7
Agreement                                          Introduction
Amendment to Declaration                           Section 6.12(b)
Amended Settlement Agreement                       Section 6.2(b)
Anti-Money Laundering and Anti-Terrorism Laws      Section 3.14(a)
Apportionment Date                                 Section 13.1
Appurtenances                                      Section 1.1
Broker                                             Section 14.14
Capital Projects                                   Section 6.10
Cash                                               Section 13.10
Closing                                            Section 5.1
Closing Date                                       Section 5.1
Contract Date                                      Introduction
Current Ledger                                     Section 13.3
Deed                                               Section 9.1
Deposit                                            Section 2.3
Development Agreement                              Section 6.9
Development Amount                                 Section 13.9
Development Letter                                 Section 13.10
Environmental Documents                            Section 3.8
Environmental Laws                                 Section 3.8
Equipment Leases                                   Section 1.2
Escrow Agent                                       Section 2.1
Escrow Instructions                                Section 2.3
Excluded Property                                  Section 1.2
Executive Order                                    Section 3.14(a)
Existing Loan                                      Section 5.2
Feasibility Period                                 Section 6.7(b)
FF&E                                               Section 1.2
FF&E Reserves                                      Section 13.10
Fixed Asset Supplies                               Section 1.2
Front Desk Closing Hour                            Section 13.3
Golf Club                                          Section 1.1
Government List                                    Section 3.14(e)
Gross Accounts Receivable                          Section 13.4
Hazardous Substances                               Section 3.8
Improvements                                       Section 1.1
Intangible Property                                Section 1.2
Inventories                                        Section 1.2
JW Marriott                                        Section 1.1
Land                                               Section 1.1
Lender                                             Section 5.2
Lender's Prepayment Consent                        Section 6.8
Management Agreements                              Section 1.2
Management Agreement Assignment                    Section 9.7
Manager                                            Section 1.2
</TABLE>

<PAGE>

<TABLE>
<S>                                                <C>
Manager's Consent                                  Section 6.5
Marriott Design                                    Section 6.9
Master Declaration                                 Section 6.3
Operating Lease                                    Section 7.7
Operating Lessee                                   Section 7.7
Owner's Affidavit                                  Section 9.11
Pending Contracts                                  Section 6.1
Percentage Rent Period                             Section 13.1(c)
Permits                                            Section 1.2
Permitted Exceptions                               Section 6.2(a)
Personal Property                                  Section 1.2
Post-Closing Liability Cap                         Section 14.7
Property                                           Section 1.2
Property Documents                                 Section 3.13
PTO Credit                                         Section 13.8
Purchase Price                                     Section 2.1
Purchaser                                          Introduction
Purchaser Closing Certificate                      Section 9.11
Purchaser Loan Termination Cost                    Section 5.2
Reserves                                           Section 1.2
Resort                                             Section 1.1
Ritz-Carlton                                       Section 1.1
Rooms Agreements                                   Section 1.2
Scheduled Personalty                               Section 1.2
Seller                                             Introduction
Seller's Closing Certificate                       Section 9.11
Seller's Post-Closing Obligations                  Section 14.7
Service Contracts                                  Section 1.2
Settlement Agreement                               Section 6.2(b)
Spa                                                Section 1.1
Space Leases                                       Section 1.2
Stormwater Management System Declaration           Section 6.12
Survey                                             Section 3.22
Survival Period                                    Section 14.1
Tax Appeal                                         Section 13.1(a)
Termination Notice                                 Section 6.7(b)
Threshold                                          Section 14.7
Title Commitment                                   Section 3.13
Uniform System of Accounts                         Section 1.2
WARN                                               Section 14.22
Warranties                                         Section 9.10
</TABLE>

<PAGE>

                           PURCHASE AND SALE AGREEMENT

      THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is executed as of the
____ day of December, 2005 (the "CONTRACT DATE") by and between THI III GL
INVESTMENTS L.L.C., a Delaware limited liability company (the "SELLER"), and CNL
HOTELS & RESORTS, INC., a Maryland corporation (the "PURCHASER").

                                    ARTICLE I
                                      SALE

      Subject to the terms and conditions set forth in this Agreement, Seller
agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller:

      1.1 RESORT. All those certain parcels of land situated in Orlando,
Florida, commonly known as Grande Lakes Orlando, as described on EXHIBIT A
attached hereto (the "LAND"), including all right, title and interest of Seller,
if any, in and to the land lying in the bed of any street or highway in front of
or adjoining each such parcel to the center line thereof, all water and mineral
rights, development rights and all easements, rights and other interests
appurtenant thereto (the "APPURTENANCES"), and together with all buildings and
other improvements that are located thereon, including, without limitation, the
approximately 998-room JW Marriott Hotel (the "JW MARRIOTT"), the approximately
584-room Ritz-Carlton Hotel (the "RITZ-CARLTON"), a spa containing approximately
41,000 square feet (the "SPA"), the Ritz-Carlton Golf Club, including the
18-hole golf course, practice facilities, a club house containing approximately
10,800 square feet, pro-shop and other indoor and outdoor amenities (the "GOLF
CLUB"), and all elevators, escalators, furnaces, heating, ventilating and
air-conditioning systems and equipment, fixtures, electrical equipment, fire
prevention and extinguishing apparatus located therein (the "IMPROVEMENTS"). The
Land, the Appurtenances and the Improvements collectively are referred to herein
as the "RESORT."

      1.2 PERSONAL PROPERTY. All of Seller's right, title and interest, if any,
in the following personalty: (a) all furniture, furnishings, fixtures (other
than those which are part of the Improvements), vehicles, rugs, mats, carpeting,
appliances, devices, engines, telephone and other communications equipment,
televisions and other video equipment, plumbing fixtures and other equipment
located in or related to the Resort, excluding property described in the
Equipment Leases (the "FF&E"); (b) the leases of equipment, furnishings or other
personal property located at, and used in connection with, the operation of the
Resort, as listed on EXHIBIT B attached hereto (the "EQUIPMENT LEASES"); (c) all
items included within the definition of "Property and Equipment" under the
Uniform System of Accounts for the Lodging Industry, Ninth Revised Edition,
1996, as published by the Hotel

<PAGE>

Association of New York City, Inc. (the "UNIFORM SYSTEM OF ACCOUNTS"),
including, without limitation, works of art, silver, linen, china, mattresses,
bed linens, pillows, blankets, towels, toiletries, glassware, appliances,
utensils, cookware, tableware, and uniforms and similar items, whether in use or
held in stock for future use, in connection with the operation of the Resort,
subject to such depletion and including such resupplies prior to the Closing
Date as shall occur in the ordinary course of business (the "FIXED ASSET
SUPPLIES"); (d) all "Inventories" as defined in the Uniform System of Accounts,
such as liquor and other provisions in storerooms, refrigerators, pantries, and
kitchens, beverages in wine cellars, bars, and mini bars, other merchandise
intended for sale or resale, fuel, mechanical supplies, stationery and other
paper supplies, guest supplies, maintenance and housekeeping supplies, operating
supplies and other expensed supplies and similar items (the "INVENTORIES"),
provided that to the extent that any applicable law prohibits the transfer of
alcoholic beverages from Seller to Purchaser, such beverages shall not be
considered a part of Inventories; (e) the service, maintenance and other
agreements in connection with the operation of the Resort identified in EXHIBIT
C attached hereto (the "SERVICE CONTRACTS"); (f) the leases, licenses,
concessions and other agreements granting any occupancy, possessory or entry
rights in or to the Resort, identified in EXHIBIT D attached hereto (the "SPACE
LEASES"), including any prepaid rents or deposits held by Seller (or Marriott
International, Inc. ("MANAGER")) thereunder; (g) the corporate, airline, bus,
tour operator, barter and similar agreements identified in EXHIBIT E attached
hereto, pursuant to which third parties have been given certain rights to rooms
or services at the Resort from and/or after the Closing Date (the "ROOMS
AGREEMENTS"); (h) the aggregate amount of any deposits received by Seller
(whether paid in cash or by credit card) as a downpayment for reservations made
for rooms, banquets, meals or other services to be supplied from and/or after
the Closing Date; (i) to the extent in Seller's possession, surveys,
architectural, consulting and engineering blueprints, plans and specifications
and drawings related to the Resort, all telephone numbers, websites and domains
(including access to FTP file content) (to the extent such websites and domains
are owned by Seller and not Manager), trade names, logos, signage rights,
warranties, all non-proprietary customer and guest lists and information and any
goodwill of Seller; (j) the Management Agreements and other related documents
set forth on EXHIBIT G attached hereto (collectively, the "MANAGEMENT
AGREEMENTS"); (k) to the extent assignable, all licenses, permits,
authorizations and approvals necessary for the operation of the Resort (the
"PERMITS"); (l) development rights, vested rights, benefits, privileges,
exceptions, authorizations and any and all entitlements (including expansion
entitlements), all guarantees, books and records maintained at the Property
(provided that Seller may retain duplicate copies thereof), and all rights of
Seller, if any, to pursue claims against Marriott Design, architects,
contractors or suppliers in connection with the original construction of the
Resort (collectively, the "INTANGIBLE PROPERTY"); (m) any and all other items of
personalty located on, and used in connection with the operation of, the Resort,
but excluding (i) accounts receivable for periods prior to

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and including the Apportionment Date; (ii) property of guests; (iii) items owned
by the Manager and tenants, occupants or concessionaires under the Space Leases
or other third parties as listed on EXHIBIT AA attached hereto (the "SCHEDULED
PERSONALTY"); (iv) tax deposits, including, without limitation, sales tax
deposits, utility deposits and other deposits held by parties other than Seller,
except for any transferable deposits assigned to Purchaser, for which Seller is
to be reimbursed as herein provided; (v) any working capital or other tax,
insurance, FF&E, capital improvement and/or other escrows, impounds or reserves
held by the Lender, the Manager or any other party (collectively, the
"RESERVES"), except to the extent such items are specifically assigned to
Purchaser and for which Seller is reimbursed; and (vi) any balances on deposit
with banking institutions relating to the Resort, including amounts held in
"house banks", except to the extent such items are specifically assigned to
Purchaser and for which Seller is reimbursed (all of the foregoing items (i) -
(vi) above, being collectively referred to as the "EXCLUDED PROPERTY") (all of
the foregoing items (a) - (m) above other than the Excluded Property, being
collectively referred to as, the "PERSONAL PROPERTY"). The Personal Property and
the Resort collectively are referred to herein as the "PROPERTY."

                                   ARTICLE II
                                 PURCHASE PRICE

      2.1 PURCHASE PRICE. (a) In accordance with the terms of this Agreement,
Seller shall sell and Purchaser shall buy the Property for a total purchase
price of Seven Hundred Fifty-Five Million and no/100 Dollars ($755,000,000.00),
subject to adjustment as described in Article XIII below (the "PURCHASE PRICE"),
payable to Seller on the Closing Date by a wire transfer to The Talon Group, a
division of First American Title Insurance Company (the "ESCROW AGENT").

      2.2 ALLOCATION OF PURCHASE PRICE. The parties agree to allocate the
Purchase Price among the Resort and various items of Personal Property during
the Feasibility Period. Such allocation shall be arrived at by a process of
arm's-length negotiations, including, without limitation, the parties' best
judgment as to the fair market value of each respective asset, and the parties
specifically agree to the allocation as final and binding, and will consistently
reflect those allocations on their respective federal, state and local tax
returns, including any state, county and other local transfer or sales tax
declarations or forms to be filed in connection with this transaction, which
obligations shall survive the Closing. In the event that the parties are unable
to agree in good faith to an allocation of the Purchase Price during the
Feasibility Period, and Purchaser does not deliver a Termination Notice to
Seller pursuant to the terms of Section 6.7(b) hereof, the allocation of the
Purchase Price set forth on EXHIBIT F attached hereto shall control.

                                       3
<PAGE>

      2.3 DEPOSIT. Simultaneously with the execution and delivery of this
Agreement, Purchaser shall deliver to Escrow Agent a deposit (together with any
interest earned thereon, the "DEPOSIT") in the amount of Fifteen Million and
no/100 Dollars ($15,000,000.00), comprised of immediately available funds.
Escrow Agent shall hold the Deposit in accordance with the form of escrow
instructions (the "ESCROW INSTRUCTIONS") attached hereto as EXHIBIT H.

                                   ARTICLE III
               SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

      In order to induce Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereby, Seller represents and warrants
to, and covenants with, Purchaser as follows:

      3.1 GOOD STANDING. Seller is a limited liability company, duly organized,
and legally and validly existing and in good standing under the laws of State of
Delaware and is qualified to do business and in good standing in the State of
Florida.

      3.2 TITLE. Seller owns good and marketable title to the Resort, which
shall be subject only to the Permitted Exceptions on the Closing Date. Seller
owns the Personal Property, which shall be subject only to the Permitted
Exceptions on the Closing Date.

      3.3 DUE AUTHORIZATION. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
authorized by all requisite limited liability company actions of Seller (none of
which actions have been modified or rescinded, and all of which actions are in
full force and effect) and the individuals executing this Agreement on behalf of
Seller have full power and authority to do so. This Agreement constitutes a
valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms.

      3.4 SPACE LEASES. There are no leases, licenses, concessions or any other
agreements giving anyone other than Seller and transient hotel guests a right to
use or occupy any Property or any part thereof, except for the Space Leases. To
Seller's knowledge, each of the Space Leases is in full force and effect. Seller
has not received any written notice from any tenant under any Space Lease
alleging that Seller is in default or breach thereunder. To Seller's knowledge,
there is no state of facts which, after notice or the passage of time, or both,
would constitute a material default or breach by any tenant under any Space
Lease. True and complete copies of each Space Lease identified on EXHIBIT D have
been provided to Purchaser.

                                       4
<PAGE>

      3.5 EQUIPMENT LEASES, SERVICE CONTRACTS AND ROOMS AGREEMENTS. True and
complete copies of each of the Equipment Leases, Service Contracts and Rooms
Agreements identified on EXHIBITS B, C AND E, respectively, have been provided
to Purchaser. To Seller's knowledge, there are no material Equipment Leases,
Service Contracts or Rooms Agreements except as set forth on EXHIBITS B, C AND E
(materiality being applied in the aggregate) and each of the Equipment Leases,
Service Contracts and Rooms Agreements are in full force and effect and there
are no material defaults thereunder.

      3.6 LITIGATION. There are no actions, suits, arbitrations, governmental
investigations, bankruptcy or execution proceedings or other proceedings pending
or, to Seller's knowledge, threatened against Seller or to Seller's knowledge,
Manager (solely with respect to its management of the Property), or affecting
the Property before any court or governmental authority other than as set forth
on EXHIBIT N.

      3.7 CONDEMNATION ACTIONS. There are no pending or, to Seller's knowledge,
threatened condemnation actions of any nature with respect to the Property or
any part thereof.

      3.8 HAZARDOUS MATERIALS. The documents identified on EXHIBIT I attached
hereto are referred to as the "Environmental Documents." Except as described in
the Environmental Documents, to Seller's knowledge, there is no violation of any
Environmental Law with respect to the Property. Seller makes no representations
or warranties whatsoever as to the accuracy of the information in the
Environmental Documents (including, without limitation, whether the
Environmental Documents are complete with regard to identifying, characterizing
the extent of or remediation of Hazardous Substances at the Property), and makes
no representation as to the environmental condition of the Property, except as
expressly set forth above. Purchaser acknowledges that it has hired
environmental consultants and counsel to make an independent analysis of
information in the Environmental Documents and to make an independent inspection
of the Property with respect to environmental conditions. As used herein,
"ENVIRONMENTAL LAWS" shall mean all federal state and local laws, statues,
rules, codes, ordinances, regulations, orders, judgments, decrees, binding and
enforceable guidelines, policies or common law now or hereafter in effect and in
each case as amended, or any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment in
each case, to the extent binding, relating to the environment, the protection of
health or Hazardous Substances, including, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act, 42 USC Section 9601 et
seq.; the Resource Conservation and Recovery Act, 42 USC Section 6901 et seq.;
the Federal Water Pollution Control Act, 33 USC Section 1251 et seq.; the Toxic
Substances Control Act, 15 USC Section 2601 et seq.; the Clean Air Act, 42 USC
Section 7401 et seq.; the Safe Drinking Water act, 42

                                       5
<PAGE>

USC Section 3803 et seq.; the Oil Pollution Act of 1990, 33 USC Section 2701 et
seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 USC
Section 11001 et seq.; the Hazardous Material Transportation Act, 49 USC Section
1801 et seq.; and the Occupational Safety and Health Act, 29 USC Section 651 et
seq. (to the extent it regulates occupational exposure to Hazardous Substances);
any state, local or foreign counterparts or equivalents, in each case as amended
from time to time. As used herein, "HAZARDOUS SUBSTANCES" shall mean (a)
substances that are defined or listed in, or otherwise classified pursuant to,
any applicable law or regulations as "hazardous substances," hazardous
materials," "hazardous wastes," "toxic substances," "pollutants," "contaminants"
or other similar term intended to define, list or classify a substance by reason
of such substance's ignitability, corrosivity, reactivity, carcinogenicity,
reproductive toxicity or "EP toxicity", (b) oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids, synthetic gas, drilling fluids,
produced waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources, (c) any flammable
substances or explosives or any radioactive materials, (d) asbestos in any form,
(e) polychlorinated biphenyls, (f) mold, mycotoxins or microbial matter
(naturally occurring or otherwise) and (g) infectious waste.

      3.9 MANAGEMENT AND FRANCHISE AGREEMENTS. There are no management contracts
or franchise agreements relating to the Property other than the Management
Agreements. Each of the Management Agreements is in full force and effect, and
Seller has not received any written notice from Manager alleging Seller is in
default or breach thereunder. Subject to Seller's receipt, and the
effectiveness, of the Manager's Consent, to Seller's knowledge, there is no
state of facts which, after notice or passage of time, or both, would constitute
a material default or breach by Manager under the Management Agreements.

      3.10 LICENSES AND PERMITS. To Seller's knowledge, all required
certificates of occupancy for the Property, and all other Permits necessary for
the operation of the Property have been validly issued and are in good standing.

      3.11 NO VIOLATIONS. Seller has not received any written notification from
any governmental or public authority (i) that the Property is in violation of
any applicable laws, including, without limitation, any fire, health, building,
use, occupancy or zoning laws, where such violation remains outstanding, or (ii)
that any work is required to be done upon or in connection with the Property,
where such work remains outstanding, except for work to be performed as required
pursuant to that certain Notice of Elevator Regional Emergency Access/Fire Key
Requirements received from the Florida Department of Business and Professional
Regulation, a copy of which has been provided to Purchaser.

      3.12 OPERATING STATEMENTS. To Seller's knowledge, the operating statements
listed on EXHIBIT CC attached hereto, copies of which have been

                                       6
<PAGE>

provided to Purchaser, were prepared in accordance with the requirements of the
Management Agreements and accurately and completely reflect, in all material
respects, the revenue, expenses, income and operating liabilities for the
Property for the periods covered thereby.

      3.13 PROPERTY DOCUMENTS. Except for the Amended Settlement Agreement, the
Amendment to the Declaration or otherwise as disclosed in Commitment No.
FA-C-204095 from First American Title Insurance Company dated November 18, 2005,
obtained by Purchaser for the Resort (the "TITLE COMMITMENT") or in the
documents described on EXHIBIT BB attached hereto, copies of which have been
provided to Purchaser (the "PROPERTY Documents"), Seller has made no commitments
or agreements that would be binding upon Purchaser with any governmental or
quasi-governmental authority, community organization, adjacent property owner or
other person or entity that would reasonably be expected to adversely affect the
use or operation of the Property as a resort.

      3.14 MONEY LAUNDERING. (a) Seller, its principal partners, principal
investors, principal shareholders and affiliates are not in violation of any
laws relating to terrorism, money laundering of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224
(Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism) (the "EXECUTIVE ORDER") (collectively,
the "ANTI-MONEY LAUNDERING AND ANTI-TERRORISM LAWS"). As such term is used in
this Agreement, a "principal" investor or "principal" shareholder shall mean any
person or entity holding more than five percent (5%) of the equity interests in
Seller or Purchaser, as applicable.

            (b) Seller, its principal partners, principal investors, principal
shareholders and affiliates are not acting, directly or indirectly, on behalf of
terrorists, terrorist organizations or narcotics traffickers, including, without
limitation, those persons or entities that appear on the Annex to the Executive
Order, or are included on any relevant lists maintained by the Office of Foreign
Assets Control of U.S. Department of Treasury, U.S. Department of State, or
other U.S. government agencies, all as may be amended from time to time.

            (c) Seller, its principal partners, principal investors, principal
shareholders and affiliates and, without inquiry, its brokers or other agents,
in any capacity in connection with the purchase of Property (i) do not conduct
any business or engage in making or receiving any contribution of funds, goods
or services to or for the benefit of any person included in the lists set forth
in the preceding paragraph; (ii) do not deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order; or

                                       7
<PAGE>

(iii) do not engage in or conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism
Laws.

            (d) Seller understands and acknowledges that Purchaser may become
subject to further anti-money laundering regulations, and agrees to execute
instruments, provide information, or perform any other acts as may reasonably be
requested by Purchaser, for the purpose of: (i) carrying out due diligence as
may be required by applicable law to establish Seller's identity and source of
funds; (ii) maintaining records of such identities and sources of funds, or
verifications or certifications as to the same; and (iii) taking any other
actions as may be required to comply with and remain in compliance with
anti-money laundering regulations applicable to Seller.

            (e) Neither Seller, nor any person controlling or controlled by
Seller, is a country, territory, individual or entity named on a Government List
(defined below), and the monies used in connection with this Agreement and
amounts committed with respect thereto, were not and are not derived from any
activities that contravene any applicable anti-money laundering or anti bribery
laws and regulations (including, without limitation, funds being derived from
any person, entity, country or territory on a Government List or engaged in any
unlawful activity defined under 18 USC Section 1956(c)(7)). For purposes of this
Agreement, "GOVERNMENT LIST" means of any of (a) the two lists maintained by the
United States Department of Commerce (Denied Persons and Entities), (b) the list
maintained by the United States Department of Treasury (Specially Designated
Nationals and Blocked Persons) and (c) the two lists maintained by the United
States Department of State (Terrorist Organizations and Debarred Parties).

      3.15 TAXES. All taxes, including those covered by returns, required of
Seller for the Property (including, without limitation, for sales, use or
occupancy taxes) have been paid (and such returns filed) or, if not now due,
will be paid (and such returns filed) by Seller in a timely manner and in good
faith. All taxes which are due as of the Closing Date have been paid, or in the
case of taxes due after the Closing Date, such taxes shown thereon shall be paid
by or on behalf of Seller in a timely manner.

      3.16 NO CONFLICT. Provided that the Lender's Prepayment Consent and the
Manager's Consent are obtained and remain effective, the execution and delivery
of this Agreement and the consummation of the transactions contemplated herein
will not conflict with, breach, result in a default under, or violate any
commitment, document or instrument to which Seller is a party or by which it is
bound, which would preclude the performance of Seller's obligations hereunder.

                                       8
<PAGE>

      3.17 TAXES AND ASSESSMENTS. Seller has not received written notice from
any applicable governmental authority of a proceeding or intention to create any
new assessment district that would include the Resort or any part thereof.

      3.18 EMPLOYEE MATTERS. Seller does not have any employees at the Property.
Further, all obligations for Resort employees for which Seller is responsible
under the Management Agreements shall be discharged and fully paid, or prorated
in accordance with the provisions of Article XIII hereof, as of the Closing
Date.

      3.19 INSURANCE COMPANY NOTICES. Neither Seller nor to Seller's knowledge,
Manager, has received written notice from any insurance company of any defects
or inadequacies in the Resort that any such insurance company has advised Seller
or to Seller's knowledge, Manager, if not corrected would result in a
termination of the existing insurance coverage with respect to the Resort or any
material increase in the premiums payable thereunder.

      3.20 DEVELOPER/DECLARANT RIGHTS/AMENDMENTS. Except pursuant to materials
that have been provided to Purchaser as described in Section 3.23(d), Seller has
not assigned any of its rights or interests as Developer (as defined in the
Stormwater Management System Declaration) in and to the Stormwater Management
System Declaration or as Declarant (as defined in the Master Declaration) under
the Master Declaration. Further, except as described in the Title Commitment or
other materials provided to Purchaser, the Master Declaration and Stormwater
Management System Declaration have not been amended or modified since their
execution. The Architectural Design Standards and Guidelines (as defined in the
Master Declaration) have not been agreed to or approved by Seller.

      3.21 OCCASIONAL SALE EXCEPTION. With respect to any sales tax that might
otherwise be due in connection with the sale and transfer of any Personal
Property, Seller represents and warrants that (i) as of the Closing Date, Seller
will not have made or consummated more than one (1) sale or series of sales of
any FF&E, Fixed Asset Supplies or Inventories within the prior twelve (12) month
period, and (ii) as of the Closing Date, Seller will have paid all applicable
Florida sales or use tax on its purchase of all FF&E, Fixed Asset Supplies or
Inventories prior to the Closing Date.

      3.22 SURVEY. To Seller's knowledge, except for work relating to the
"parking lot turn around" at the JW Marriott and work performed in connection
with the project described in the Development Agreement, since the date of that
certain ALTA/ACSM Land Title Survey prepared by Donald W. McIntosh Associates,
Inc. dated March 21, 2005 (17 pages) (the "SURVEY"), no work has been undertaken
by

                                       9
<PAGE>

or on behalf of Seller at the Resort which would cause additional exceptions to
be shown on a survey which are not otherwise shown on the Survey.

      3.23 CERTAIN LIMITATIONS ON SELLER'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Seller set forth in this Article III are
subject to the following express limitations:

            (a) The expiration or termination of any Space Lease, Equipment
Lease, Rooms Agreement or Service Contract shall not affect the obligations of
Purchaser hereunder or render any representation or warranty of Seller untrue;

            (b) To the extent that Purchaser knows or is "deemed to know" prior
to the Closing Date that Seller's representations and warranties are inaccurate,
untrue or incorrect in any way, and Purchaser nevertheless proceeds with the
consummation of the Closing, such representations and warranties shall be deemed
modified to reflect Purchaser's knowledge or deemed knowledge, as the case may
be, and Purchaser shall not be entitled to assert a claim for breach thereof by
Seller following Closing. For purposes of this Agreement, Purchaser shall be
"deemed to know" that a representation or warranty is untrue, inaccurate or
incorrect to the extent that this Agreement, the due diligence materials
provided to Purchaser as described in Section 3.23(d), any title commitment
obtained by Purchaser, any updated Survey or new survey, any UCC search obtained
by Purchaser, or studies, tests, reports, or analyses prepared by or for
Purchaser or any of its employees, agents, representatives or attorneys contain
information that is inconsistent with such representation or warranty.

            (c) For purposes of this Agreement, "to Seller's knowledge", "to the
knowledge of Seller", or "known to Seller" (or words of similar meaning) shall
mean to the actual knowledge of Lee Pillsbury, Carroll Warfield, Martin Reid,
David Weymer and George Dabney, after due inquiry of Marc Hoffman, the managing
director of the Resort, but otherwise without independent investigation or
inquiry by such individual and without any imputation to such individual or to
Seller whatsoever.

            (d) For purposes of this Agreement, any document shall be deemed to
have been provided by Seller to Purchaser if such materials have been provided
to Purchaser at the Property, directly provided to Purchaser, or posted on the
website of the Broker; and

            (e) Seller's liability shall be limited as set forth in Section
14.7.

                                       10
<PAGE>

                                   ARTICLE IV
              PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

      In order to induce Seller to enter into this Agreement and to consummate
the transactions contemplated hereby, Purchaser represents and warrants to, and
covenants with, Seller as follows:

      4.1 GOOD STANDING. Purchaser is a corporation duly organized, and legally
and validly existing and in good standing under the laws of Maryland and is, or
as of the Closing Date shall be, qualified to do business in the State of
Florida.

      4.2 DUE AUTHORIZATION. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
authorized by all requisite corporate actions of Purchaser (none of which
actions have been modified or rescinded, and all of which actions are in full
force and effect). The individuals executing this Agreement on behalf of
Purchaser have full power and authority to do so. This Agreement constitutes a
valid and binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms.

      4.3 LITIGATION. There are no actions, suits, arbitrations, governmental
investigations, bankruptcy or execution proceedings or other proceedings pending
or, to Purchaser's knowledge, threatened against Purchaser before any court or
governmental authority which would have a material adverse effect on Purchaser's
ability to enter into, or perform its obligations under, this Agreement.

      4.4 MONEY LAUNDERING. (a) Purchaser, its principal partners, principal
investors, principal shareholders and affiliates are not in violation of any
Anti-Money Laundering and Anti-Terrorism Laws.

            (b) Purchaser, its principal partners, principal investors,
principal shareholders and affiliates are not acting, directly or indirectly, on
behalf of terrorists, terrorist organizations or narcotics traffickers,
including, without limitation, those persons or entities that appear on the
Annex to the Executive Order, or are included on any relevant lists maintained
by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S.
Department of State, or other U.S. government agencies, all as may be amended
from time to time.

            (c) Purchaser, its principal partners, principal investors,
principal shareholders or affiliates and, without inquiry, its brokers or other
agents, in any capacity in connection with the purchase of Property (i) do not
conduct any business or engage in making or receiving any contribution of funds,
goods or services to or for the benefit of any person included in the lists set
forth in the preceding paragraph; (ii) do not deal in, or otherwise engage in
any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order; or

                                       11
<PAGE>

(iii) do not engage in or conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism
Laws.

            (d) Purchaser understands and acknowledges that Seller may become
subject to further anti-money laundering regulations, and agrees to execute
instruments, provide information, or perform any other acts as may reasonably be
requested by Seller, for the purpose of: (i) carrying out due diligence as may
be required by applicable law to establish Purchaser's identity and source of
funds; (ii) maintaining records of such identities and sources of funds, or
verifications or certifications as to the same; and (iii) taking any other
actions as may be required to comply with and remain in compliance with
anti-money laundering regulations applicable to Purchaser.

            (e) Neither Purchaser, nor any person controlling or controlled by
Purchaser, is a country, territory, individual or entity named on a Government
List, and the monies used in connection with this Agreement and amounts
committed with respect thereto, were not and are not derived from any activities
that contravene any applicable anti-money laundering or anti bribery laws and
regulations (including, without limitation, funds being derived from any person,
entity, country or territory on a Government List or engaged in any unlawful
activity defined under 18 USC Section 1956(c)(7)).

            4.5 PURCHASER'S KNOWLEDGE. For purposes of this Article IV, "to
Purchaser's knowledge", "to the knowledge of Purchaser", or "known to Purchaser"
(or words of similar meaning) shall mean to the actual knowledge of Marcel
Verbaas, without independent investigation or inquiry by such individual and
without any imputation to such individual or to Purchaser whatsoever.

            4.6 DISCLAIMERS. (a)PURCHASER ACKNOWLEDGES THAT IT HAS HAD TIME TO
INSPECT, EXAMINE AND INVESTIGATE THE PROPERTY AND TO REVIEW THE DUE DILIGENCE
DATA RELATING THERETO. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, PURCHASER
REPRESENTS, WARRANTS AND AGREES THAT PURCHASER IS RELYING SOLELY ON ITS OWN
INSPECTIONS, EXAMINATIONS AND INVESTIGATIONS AND SELLER'S REPRESENTATIONS
EXPRESSLY SET FORTH IN THIS AGREEMENT IN MAKING THE DECISION TO PURCHASE THE
PROPERTY.

            (b) PURCHASER IS PURCHASING THE PROPERTY IN ITS "AS IS" CONDITION
"WITH ALL FAULTS" AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OF
ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY FROM OR
ON BEHALF OF SELLER EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN

                                       12
<PAGE>

OR ON THE EXHIBITS ATTACHED HERETO. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS MAY
BE EXPRESSLY SET FORTH HEREIN OR ON THE EXHIBITS ATTACHED HERETO, SELLER HAS
NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES,
OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, (I) THE STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS,
APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES, ELECTRICAL, MECHANICAL,
HVAC, PLUMBING, SEWAGE OR UTILITY SYSTEMS, FACILITIES OR APPLIANCES ON THE REAL
ESTATE OR ANY PORTION THEREOF, (II) THE QUALITY, NATURE, ADEQUACY OR PHYSICAL
CONDITION OF SOILS OR GROUND WATER AT OR UNDER THE LAND, (III) THE EXISTENCE,
QUALITY, NATURE, ADEQUACY OR PHYSICAL CONDITION OF ANY UTILITY SERVING THE
PROPERTY, (IV) THE PROPERTY TAXES NOW OR HEREAFTER PAYABLE ON THE PROPERTY OR
THE VALUATION OF THE PROPERTY FOR PROPERTY TAX PURPOSES, (V) THE DEVELOPMENT
POTENTIAL OF THE PROPERTY OR THE HABITABILITY, MERCHANTABILITY OR FITNESS,
SUITABILITY OR ADEQUACY OF THE PROPERTY OR ANY PORTION THEREOF FOR ANY
PARTICULAR USE OR PURPOSE, (VI) THE ZONING OR OTHER LEGAL STATUS OF THE
PROPERTY, (VII) THE COMPLIANCE BY THE PROPERTY OR OF THE BUSINESS CONDUCTED
THEREON, OR ANY PORTION THEREOF, WITH ANY APPLICABLE CODES, LAWS, REGULATIONS,
STATUTES, ORDINANCES, COVENANTS, CONDITIONS OR RESTRICTIONS OF ANY GOVERNMENTAL
OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VIII) THE
QUALITY OF ANY LABOR OR MATERIALS RELATING IN ANY MANNER TO THE PROPERTY, (IX)
THE CONDITION OF TITLE TO THE PROPERTY OR THE NATURE, STATUS AND EXTENT OF ANY
LEASE, ENCUMBRANCE OR OTHER MATTER AFFECTING TITLE TO THE PROPERTY, OR (X) THE
ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS
COMPLIANCE WITH ENVIRONMENTAL LAWS AND THE PRESENCE OR ABSENCE OF HAZARDOUS
SUBSTANCES.

            (c) PURCHASER AGREES THAT SELLER SHALL NOT BE LIABLE TO PURCHASER
FOR ANY PROSPECTIVE OR SPECULATIVE PROFITS, OR SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT OR NEGLIGENCE OR IN ANY
OTHER MANNER ARISING FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 4.6 SHALL SURVIVE CLOSING OR ANY
TERMINATION OF THIS AGREEMENT.

                                    ARTICLE V
                                     CLOSING

                                       13
<PAGE>

      5.1 CLOSING. The consummation of the purchase and sale of the Property as
contemplated by this Agreement (the "CLOSING") shall take place at 10:00 a.m. on
February 24, 2006 (the "CLOSING DATE") at the offices of Lowndes, Drosdick,
Doster, Kantor & Reed, P.A., 215 N. Eola Drive, Orlando, Florida 32801. All of
Seller's deliveries and the Purchase Price shall be delivered in escrow to the
Escrow Agent. All transactions at the Closing shall be interdependent and are to
be considered simultaneous, so that none are effective until all are effective.

      5.2 COSTS. Seller shall pay for the documentary stamp taxes and recording
fees for the Deed associated with the Closing. Purchaser shall pay for (i) title
insurance (including any title premiums) and the cost to update the Survey, (ii)
all intangible taxes and documentary stamp taxes payable in connection with any
mortgage obtained by Purchaser, (iii) all other costs associated with its
financing, and (iv) all costs associated with its due diligence review of the
Property. In connection with the prepayment and termination of that certain loan
to Seller by Barclays Capital Real Estate Inc. ("LENDER") in the original
principal amount of Four Hundred Million Dollars ($400,000,000.00) (the
"EXISTING LOAN"), Purchaser also agrees to pay the actual prepayment penalty
incurred by Seller with respect to the prepayment and termination of the
Existing Loan, up to two percent (2%) of the outstanding loan balance as of the
Closing Date, not to exceed Eight Million Dollars ($8,000,000.00) (the
"PURCHASER LOAN TERMINATION COST"); Seller shall pay any remaining costs
relating to the prepayment and termination of the Existing Loan. Each party
shall pay its own attorneys' fees incurred in connection with this transaction.

                                   ARTICLE VI
                             ACTIONS PENDING CLOSING

      6.1 CONDUCT OF BUSINESS; MAINTENANCE AND OPERATION OF PROPERTY. Between
the Contract Date and the Closing Date, Seller shall use commercially reasonable
efforts to cause the operation and maintenance of the Property to be carried on
in the ordinary course, in a manner consistent with prior practice. Seller or
Manager shall be permitted to enter into those pending equipment leases, service
contracts and rooms agreements identified on EXHIBIT M hereto (the "PENDING
CONTRACTS"), without the consent of Purchaser. To the extent Seller has consent
rights under the Management Agreements, Seller shall not consent to the
termination or material modification of any existing Equipment Leases, Service
Contracts, Rooms Agreements or Space Leases or enter into new equipment leases,
service contracts, rooms agreements or space leases without the prior written
consent of Purchaser, which shall not be unreasonably withheld, conditioned or
delayed. If Purchaser fails to respond to a request for consent within five (5)
business days after receipt of such request (or, if the Management Agreement
requires Seller's consent in a shorter period, one (1) business day prior to the

                                       14
<PAGE>

expiration of such shorter period), such consent shall be deemed given. Seller
agrees to contact Purchaser to request its consent promptly after receiving
notice from Manager that it intends to terminate or materially modify any
Equipment Leases, Service Contracts, Rooms Agreements or Space Leases or enter
into any new equipment leases, service contracts, rooms agreements or space
leases, all limited to the extent Seller has any consent rights under the
Management Agreements. Seller shall provide Purchaser with copies of any
terminations, modifications or new leases or agreements promptly after the
execution thereof. Except in the ordinary course of business, Seller shall not
remove or permit to be removed any Personal Property except as necessary for
repairs or replacements of worn out or obsolete items. For purposes of this
Agreement, "ORDINARY COURSE" means the course of day-to-day operation of the
Resort in a manner which does not materially vary from the policies, practices
and procedures which have characterized its operation during the twelve (12)
months preceding the date hereof, in all events consistent with the applicable
Business Plans and Business Estimates (as each is defined in the Management
Agreements).

      6.2 TITLE. (a) Except as expressly permitted in this Agreement, the
Property shall be sold, assigned and conveyed by Seller to Purchaser, and
Purchaser shall accept the Property, subject only to the items listed on EXHIBIT
J attached hereto (the "PERMITTED EXCEPTIONS").

            (b) Prior to the Closing Date, Seller may use reasonable efforts to
obtain an amendment and restatement of that certain Settlement Agreement by and
among Manager, Williamsburg Commercial Limited Partnership and John Young &
Central Florida Parkway, LLC dated as of December 2003 (the "SETTLEMENT
AGREEMENT"), solely for the purposes of (i) conforming the Settlement Agreement
to the recording requirements of Orange County, Florida, and (ii) reflecting
that certain Amendment to Development Agreement among the parties dated March 2,
1993 in the recitals (the "AMENDED SETTLEMENT AGREEMENT"), and if obtained,
Seller may record the Amended Settlement Agreement in the Official Records of
Orange County, Florida, whereupon it shall constitute a Permitted Exception, to
the extent that it affects the Property.

      6.3 NO ACTION. Between the Contract Date and the Closing Date, Seller
shall not take or permit any action that would cause any representation or
warranty provided by Seller under this Agreement to be untrue in any material
respect as of the Closing Date. Between the Contract Date and the Closing Date,
to the extent that Seller has any consent rights thereunder, Seller will not
approve any proposed feasibility or business plan for development of any portion
of the land encumbered by that certain Declaration of Covenants, Conditions,
Restrictions, Easements and Reservations for Grande Lakes Resort recorded on
August 6, 2004, in Official Records Book 7568, Page 1177, Public Records of
Orange County, Florida

                                       15
<PAGE>

(the "MASTER DECLARATION"), without Purchaser's prior consent and approval, not
to be unreasonably withheld, conditioned or delayed.

      6.4 COOPERATION. Seller at its cost and expense, shall cooperate
reasonably with Purchaser in facilitating or securing the transfer or issuance
of any Permits or licenses necessary to permit the lawful, continuous operation
of the Property by Purchaser immediately following the Closing Date.

      6.5 CONSENT OF MANAGER. At least two (2) days prior to the end of the
Feasibility Period, Seller shall notify Purchaser in writing if Manager has (i)
consented to the "Sale of the Hotel" (as such term is defined in each of the
Management Agreements for the JW Marriott and the Ritz-Carlton), and the "Sale
of the Golf Course" (as such term is defined in the Management Agreement for the
Golf Club) pursuant to Section 10.02.C.1 of the Management Agreements, and (ii)
waived its right of first negotiation with respect to the JW Marriott, the
Ritz-Carlton and the Golf Club pursuant to Section 10.02.B of the Management
Agreements (the "MANAGER'S Consent"). If Seller fails to notify Purchaser in
writing that it has obtained the Manager's Consent at least two (2) days prior
to the expiration of the Feasibility Period, then either party may terminate
this Agreement prior to the expiration of the Feasibility Period. If the
Agreement is terminated pursuant to this Section 6.5, the Deposit shall be
returned immediately to Purchaser and neither party shall have any further
liability to the other under the Agreement, except as expressly set forth
herein. If Seller notifies Purchaser that it has obtained the Manager's Consent
prior to the expiration of the Feasibility Period, provided that Purchaser does
not deliver a Termination Notice pursuant to Section 6.7(b) hereof, Seller shall
deliver Manager's signature to an Assignment and Assumption of Management
Agreements substantially in the form of EXHIBIT V hereto at Closing, subject to
recordation of the Amendment to Declaration.

      6.6 LIQUOR LICENSE. Promptly following the Contract Date, Purchaser shall,
to the extent required by applicable law, make any required application to the
appropriate governmental authorities to indicate a transfer in ownership of the
Property, as the same pertains to the continuing validity of the liquor licenses
for the Resort, and Seller shall, at Seller's cost and expense, cooperate with
Purchaser in this regard.

      6.7 INSPECTION; FEASIBILITY PERIOD. (a) Purchaser shall have the right,
upon reasonable notice to Seller, at its own risk, cost and expense and at any
date or dates prior to Closing, to enter, or cause its agents or representatives
to enter, upon the Property for the purpose of making surveys or other tests,
test borings, inspections, investigations and/or studies of the Property. In
addition, Purchaser may conduct such architectural, structural, environmental,
economic and other studies of the Property as Purchaser may, in its sole
discretion, deem desirable. Purchaser shall not make any physical alterations to
the Property, such entry shall

                                       16
<PAGE>

not unreasonably interfere with the guests or management of the Property, and
Purchaser shall indemnify and hold Seller harmless from any cost, claim or
expense in connection therewith (which indemnification shall survive the Closing
or earlier termination of this Agreement), except that Purchaser's obligations
as set forth in this sentence shall not extend to previously existing conditions
that are discovered by Purchaser to be present on, under or about the Property.
Purchaser shall have complete access to all documentation, agreements and other
information in the possession of Seller or Seller's agents related to the
Property, as well as any documents at the Property to which Seller has access
(which Seller may, in lieu of delivery to Purchaser, post on the Broker's
website) and shall have the right to make copies of same. Seller also shall
permit Purchaser to contact certain personnel employed by Manager at the Resort
upon not less than two (2) days advance request to Seller. Seller shall permit
Purchaser, its agents and employees, reasonable use of complimentary rooms at
the Property and food and beverage services at cost (subject to availability).
If Purchaser elects to terminate this Agreement pursuant to Section 6.7(b),
Purchaser agrees to supply Seller with the results of any tests, studies or
inspections of the Property performed hereunder, within five (5) days of such
termination.

            (b) If, during the period between the Contract Date and 5 p.m.
Eastern time on December 30, 2005 (the "FEASIBILITY PERIOD"), Purchaser gives
Seller written notification (the "TERMINATION NOTICE") that Purchaser elects not
to consummate the purchase of the Property in accordance with the terms of this
Agreement, this Agreement shall terminate, and the Deposit shall be returned
immediately to Purchaser. Purchaser shall have the absolute right, in its sole
discretion without a duty to exercise good faith, to determine whether to give
the Termination Notice. If the Termination Notice is given, the Deposit shall be
returned immediately to Purchaser and neither party shall have any further
liability to the other under this Agreement, except as expressly set forth
herein. If Purchaser elects not to give the Termination Notice prior to the
expiration of the Feasibility Period, this Agreement shall remain in full force
and effect.

      6.8 EXISTING LOAN. Prior to the expiration of the Feasibility Period,
Seller and Purchaser shall cooperate in obtaining Lender's written approval of
the prepayment and termination of the Existing Loan ("LENDER'S PREPAYMENT
CONSENT") as of the Closing Date. If Seller or Purchaser fail to obtain the
Lender's Prepayment Consent prior to the expiration of the Feasibility Period,
then either party may terminate this Agreement prior to the expiration of the
Feasibility Period. If the Agreement is terminated pursuant to this Section 6.8,
the Deposit shall be returned immediately to Purchaser and neither party shall
have any further liability to the other under the Agreement, except as expressly
set forth herein.

                                       17
<PAGE>

      6.9 RITZ-CARLTON BALLROOM DEVELOPMENT. Seller has entered into a
Development Agreement (the "DEVELOPMENT AGREEMENT") dated as of December 16,
2005 with Marriott International Design & Construction Services, Inc. ("MARRIOTT
DESIGN"), which Development Agreement will provide for construction of a
ballroom adjacent to, and to form a part of, the Ritz-Carlton. Seller agrees to
comply with the terms of the Development Agreement, including all budgets and
work schedules adopted pursuant thereto. To the extent Seller has consent rights
under the Development Agreement, after the expiration of the Feasibility Period,
Seller shall not grant any such consents without the prior written consent of
Purchaser, which shall not be unreasonably withheld, conditioned or delayed. If
Purchaser fails to respond to a request for consent within five (5) business
days after receipt of such request (or if the Development Agreement requires
Seller's consent in a shorter period, one (1) business day prior to the
expiration of such shorter period), such consent shall be deemed given. Seller
agrees to contact Purchaser to request its consent promptly after receiving
notice from Marriott Design requesting Seller's consent under the Development
Agreement, to the extent Seller has any consent rights under the Development
Agreement. Seller shall pay all costs incurred under the Development Agreement
prior to Closing. On the Closing Date, Seller shall provide Purchaser with
reasonably available evidence of costs incurred and amounts paid by or on behalf
of Seller (including amounts disbursed from the FF&E Reserves) under the
Development Agreement through the Closing Date. Purchaser agrees to assume all
obligations under the Development Agreement from and after the Closing Date,
subject to the limitation set forth in Section 13.9.

      6.10 OTHER CAPITAL PROJECTS. From the Contract Date until the Closing
Date, Seller agrees to diligently continue to work in the ordinary course of
business on those capital projects set forth on EXHIBIT L attached hereto (the
"CAPITAL PROJECTS"). Seller shall pay all costs incurred for the Capital
Projects prior to Closing. On the Closing Date, Seller shall provide Purchaser
with reasonably available evidence of costs incurred and amounts paid by or on
behalf of Seller (including amounts disbursed from the FF&E Reserves) on the
Capital Projects through the Closing Date. At Closing, Purchaser shall assume
the responsibility for the costs and completion of the Capital Projects, subject
to the limitation set forth in Section 13.9.

      6.11 BUSINESS PLAN; BUILDING ESTIMATES. During the Feasibility Period,
Seller agrees to provide Purchaser with (a) copies of the preliminary Business
Plans (as defined in the Management Agreements) for the Resort for fiscal year
2006, as well as any revisions thereto, minutes of the Business Plan review
meetings, and the final Business Plan for fiscal year 2006, as applicable
(collectively, the "2006 BUSINESS PLAN") and (b) the Building Estimates (as
defined in the Management Agreements) and all other budgets, if any, for the
Resort for fiscal year 2006 (the "2006 BUILDING ESTIMATE"). After the expiration
of the Feasibility Period, if either

                                       18
<PAGE>

of the 2006 Business Plan or 2006 Building Estimate is not in final form, Seller
shall not approve the 2006 Business Plan or 2006 Building Estimate without the
consent of Purchaser, such consent not to be unreasonably withheld, conditioned
or delayed. After the expiration of the Feasibility Period, Seller shall not
make any revisions to the 2006 Business Plan or the 2006 Building Estimate,
without the approval of Purchaser (subject to any limitations on Seller's
approval rights under the Management Agreements), such approval not to be
unreasonably withheld, conditioned or delayed. Purchaser agrees to notify Seller
in writing within ten (10) days after its receipt of the final 2006 Business
Plan or final 2006 Building Estimate, or the proposed modifications to the 2006
Business Plan or 2006 Building Estimate, as applicable, of either its approval
or disapproval thereof. If Purchaser fails to notify Seller in writing of its
approval or disapproval within the ten (10) day period set forth above,
Purchaser shall be deemed to have approved the final 2006 Business Plan or final
2006 Building Estimate, or such modification to the 2006 Business Plan or 2006
Building Estimate, as applicable.

      6.12 DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS AND
RESERVATIONS AFFECTING Property. (a) The Property is encumbered by that certain
Declaration of Covenants, Conditions, Restrictions, Easements and Reservations
for Grande Lakes Master Stormwater Management System recorded on August 7, 2003,
in Official Records Book 7038, Page 2091, Public Records of Orange County,
Florida (the "STORMWATER MANAGEMENT SYSTEM DECLARATION"), as well as the Master
Declaration. Seller is one of the "Developers" (as defined in the Stormwater
Management System Declaration) under the Stormwater Management System
Declaration. Seller shall deliver to Purchaser at Closing an estoppel
certificate from Grande Lakes Stormwater Management Association, Inc. (as
defined in the Stormwater Management System Declaration) certifying to Purchaser
and any mortgagee of Purchaser the current amounts of any Assessments (as
defined in the Stormwater Management System Declaration) or other payments that
are payable by Seller with respect to the Property, the date to which any such
payments have been paid and that no default exists by Seller under the
Stormwater Management System Declaration.

            (b) Seller is the "Declarant" (as defined in the Master Declaration)
under the Master Declaration. Seller shall deliver to Purchaser at Closing, (i)
an estoppel certificate from Resort Manager, the Association and, to the extent
reasonably available, each Owner (as those terms are defined in the Master
Declaration) as to those matters set forth in Section 3.6 of the Master
Declaration and (ii) a Certificate of Assessments Due from the Association with
respect to the matters set forth in Section 11.22 of the Master Declaration.
Between the Contract Date and the Closing Date, Seller shall not approve any
Architectural Design Standards and Guidelines without Purchaser's consent, which
consent shall not be unreasonably withheld, conditioned or delayed. Between the
Contract Date and the Closing Date, Seller shall not assign Seller's rights as
"Developer" or "Declarant," as

                                       19
<PAGE>

applicable, or consent to the amendment of either the Stormwater Management
System Declaration or the Master Declaration, without Purchaser's prior written
consent, which consent shall not be unreasonably withheld, conditioned or
delayed. Notwithstanding the foregoing or any other provision of this Agreement,
immediately prior to Closing, Seller shall be entitled to record an amendment to
the Master Declaration, in the form attached hereto as EXHIBIT DD (the
"AMENDMENT TO DECLARATION"), or such other form as Manager and Purchaser agree
in a writing delivered to Seller as mutually acceptable to them and such
Amendment to Declaration shall constitute a Permitted Exception.

            (c) Seller shall assign to Purchaser all of Seller's rights and
interests as Developer under the Stormwater Management System Declaration and as
Declarant under the Master Declaration in the Deed.

                                   ARTICLE VII
                   PURCHASER'S CONDITIONS PRECEDENT TO CLOSING

      It shall be an express precondition to Purchaser's obligation to purchase
the Property that each and every one of the following conditions shall have been
satisfied as of the Closing Date (or waived by Purchaser).

      7.1 REPRESENTATIONS AND WARRANTIES. Each of Seller's representations and
warranties which is not qualified by "materiality" shall be true and accurate in
all material respects as if made on and as of the Closing Date. Each of Seller's
representations and warranties which is qualified by "materiality" shall be true
and accurate in all respects as if made on and as of the Closing Date.

      7.2 COVENANTS OF SELLER. All actions Seller covenants herein to take shall
have been completed.

      7.3 MANAGER'S CONSENT. Seller shall have obtained the Manager's Consent.

      7.4 MARRIOTT DESIGN'S CONSENT. Marriott Design shall have consented to the
assignment of the Development Agreement to Purchaser, to the extent any consent
is required thereunder.

      7.5 TITLE. Purchaser shall be able to obtain a policy of title insurance
(ALTA 1992 Form) in the amount of the Purchase Price and issued pursuant to the
Title Commitment, subject only to the Permitted Exceptions.

      7.6 LOAN TERMINATION. The Lender shall have agreed to a prepayment and
termination of the Existing Loan.

                                       20
<PAGE>

      7.7 TERMINATION OF OPERATING LEASES. Seller shall have terminated any and
all operating leases (the "OPERATING LEASES") to which Seller and THI III GL
Lessee, L.L.C. (the "OPERATING LESSEE") are a party which affect any or all of
the Property.

      7.8 EXECUTION OF CLOSING DOCUMENTS BY OPERATING LESSEE. To the extent that
Operating Lessee is the owner or holder of any right, title or interest in and
to any portion of the Property, Seller shall cause Operating Lessee to execute
and deliver the appropriate document or instrument, as provided in Article IX of
this Agreement, transferring, conveying and/or assigning such Personal Property
to Seller.

      7.9 TERMINATION OF OTHER AGREEMENTS WITH MANAGER. Seller shall have
terminated (or shall terminate concurrently with Closing) all agreements between
Seller (or Operating Lessee, if applicable) and Manager other than the
Management Agreements and Seller's organizational documents (the latter of which
shall have no effect on Purchaser or the Property).

                                  ARTICLE VIII
                    SELLER'S CONDITIONS PRECEDENT TO CLOSING

      It shall be an express precondition to Seller's obligation to convey the
Property that each and every one of the following conditions shall have been
satisfied as of the Closing Date (or waived by Seller).

      8.1 REPRESENTATIONS AND WARRANTIES. Each of Purchaser's representations
and warranties shall be true and accurate in all material respects as if made on
and as of the Closing Date.

      8.2 COVENANTS OF PURCHASER. All actions Purchaser covenants herein to take
shall have been completed.

      8.3 MANAGER'S CONSENT. Seller shall have obtained the Manager's Consent.

      8.4 MARRIOTT DESIGN'S CONSENT. Marriott Design shall have consented to the
assignment of the Development Agreement to Purchaser, to the extent any consent
is required thereunder.

      8.5 PURCHASE PRICE. Purchaser shall be able to deliver the Purchase Price.

      8.6 LOAN TERMINATION. The Lender shall have agreed to a prepayment and
termination of the Existing Loan, and to unconditionally and irrevocably release
Seller and its affiliates from all obligations and guaranties thereunder.

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                                   ARTICLE IX
                               CLOSING DELIVERIES

      9.1 DEED. Seller shall execute and deliver a special warranty deed in
recordable form, substantially in the form attached as EXHIBIT O, conveying
Seller's fee simple interest in the Resort (the "DEED"), dated as of the Closing
Date, free of all encumbrances other than the Permitted Exceptions conveying to
Purchaser fee simple interest in the Resort as required hereunder.

      9.2 BILL OF SALE. Seller and Purchaser each shall execute and deliver a
bill of sale substantially in the form attached hereto as EXHIBIT P, dated as of
the Closing Date, pursuant to which Seller shall convey to Purchaser that
portion of the Personal Property for which a bill of sale transfers title, free
of all encumbrances other than the Permitted Exceptions, and Seller shall
further execute and deliver to Buyer such certificates of title as are required
to vest title in Purchaser with respect to any vehicles comprising Personal
Property.

      9.3 ASSIGNMENT OF PERMITS AND INTANGIBLE PROPERTY. Seller shall execute
and deliver an assignment of all Permits and Intangible Property substantially
in the form attached hereto as EXHIBIT Q, pursuant to which Seller shall assign
to Purchaser all of Seller's right, title and interest in and to the Permits and
Intangible Property, if and to the extent assignable to Purchaser.

      9.4 ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS, ROOMS AGREEMENTS AND
EQUIPMENT LEASES. Seller and Purchaser each shall execute and deliver an
assignment and assumption of all Service Contracts, Rooms Agreements and
Equipment Leases substantially in the form attached hereto as EXHIBIT R,
pursuant to which Seller shall assign to Purchaser all of Seller's right, title
and interest in and to the Service Contracts, Rooms Agreements and Equipment
Leases and Purchaser shall assume from Seller all of Seller's obligations and
liabilities arising from and after the Apportionment Date with respect to the
Service Contracts, Rooms Agreement and Equipment Leases.

      9.5 ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT. Seller and
Purchaser each shall execute and deliver an assignment and assumption of the
Development Agreement substantially in the form attached hereto as EXHIBIT S,
pursuant to which Seller shall assign to Purchaser all of Seller's right, title
and interest in and to the Development Agreement and Purchaser shall assume from
Seller all of Seller's obligations and liabilities arising from and after the
Apportionment Date with respect to the Development Agreement. Seller shall
further deliver to Purchaser a consent to the foregoing assignment of the
Development Agreement executed by Marriott Design, to the extent required
thereunder.

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<PAGE>

      9.6 FIRPTA CERTIFICATE. Seller shall execute and deliver a certificate,
substantially in the form attached hereto as EXHIBIT U dated as of the Closing
Date, to establish that Seller is not a foreign person for the purposes of the
Foreign Investors in Real Property Tax Act.

      9.7 ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENTS. Seller and
Purchaser each shall deliver an executed assignment and assumption of the
Management Agreements substantially in the form attached hereto as EXHIBIT V
(the "MANAGEMENT AGREEMENT ASSIGNMENT"), pursuant to which Seller shall assign
to Purchaser all of Seller's right, title and interest in and to the Management
Agreements and Purchaser shall assume from Seller all of Seller's obligations
and liabilities arising from and after the Apportionment Date with respect to
the Management Agreements. Seller shall obtain and deliver Manager's signature
to the Management Agreement Assignment.

      9.8 ASSIGNMENT AND ASSUMPTION OF SPACE LEASES. Seller and Purchaser each
shall execute and deliver an assignment and assumption of the Space Leases
substantially in the form attached hereto as EXHIBIT W, pursuant to which Seller
shall assign to Purchaser all of Seller's right, title and interest in and to
the Space Leases and Purchaser shall assume from Seller all of Seller's
obligations and liabilities arising from and after the Apportionment Date with
respect to the Space Leases.

      9.9 TENANT NOTICES. Duly executed notices to each of the tenants under the
Space Leases, substantially in the form attached hereto as EXHIBIT X, addressed
to each of such tenants, which notices Purchaser shall, at Purchaser's sole cost
and expense, either mail to each such tenant by certified mail, return receipt
requested or hand-deliver to each such tenant.

      9.10 RESORT DOCUMENTS. To the extent they are then in Seller's possession,
and have not theretofore been delivered to Purchaser: (i) any plans and
specifications for the Resort; (ii) all unexpired warranties and guarantees
which Seller has received in connection with any work or services performed with
respect to, or equipment installed in, the Resort (collectively, the
"WARRANTIES"); (iii) originals of all Space Leases, all correspondence to or
from any tenants, relating to the Space Leases; (iv) originals of all Service
Contracts that will remain in effect after the Closing; (v) a list of advance
room reservations and functions; (vi) a list of such Seller's outstanding
accounts receivable as of midnight on the date prior to the Closing; (vii) all
Permits and licenses for the Property; and (which materials under this Section
9.10 may be either delivered at Closing or left at the management office at the
Resort).

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<PAGE>

      9.11 OTHER DOCUMENTS. Seller shall deliver such other documents and
instruments as may be reasonably requested by the Purchaser and Escrow Agent to
effectuate the transactions contemplated by this Agreement and to induce the
Escrow Agent to insure title to the Resort as described herein, including,
without limitation, an Owner's Affidavit substantially in the form attached
hereto as EXHIBIT T (the "OWNER'S AFFIDAVIT"), a Seller's Closing Certificate
substantially in the form of EXHIBIT Y (the "SELLER CLOSING CERTIFICATE"), the
estoppel certificates as set forth in Section 6.12 of this Agreement, an
assignment of all Warranties, and a Closing Statement. Purchaser shall also
deliver to Seller a Purchaser Closing Certificate substantially in the form of
EXHIBIT Z (the "PURCHASER CLOSING CERTIFICATE"), an assumption of all Warranties
and a Closing Statement.

      9.12 POSSESSION; KEYS. Seller shall deliver possession of the Property to
Purchaser, together with all keys, including, without limitation, keys for all
security systems, rooms and offices.

      9.13 PURCHASE PRICE. Purchaser shall deliver the Purchase Price.

      9.14 EVIDENCE OF TERMINATION. Seller shall deliver to Purchaser evidence
that the Operating Leases and Owner's Agreements have been terminated.

      9.15 ASSIGNMENTS AND ASSUMPTIONS OF DECLARATIONS. Seller and Purchaser
shall execute and deliver (i) an assignment and assumption of Seller's rights as
"Developer" under the Stormwater Management System Declaration and (ii) an
assignment and assumption of Seller's rights as "Declarant" under the Master
Declaration, substantially in the form attached hereto as EXHIBIT FF.

                                    ARTICLE X
                                     DEFAULT

      10.1 PURCHASER'S DEFAULT. If Purchaser fails to consummate the purchase
and sale contemplated herein after all conditions precedent to Purchaser's
obligation to do so have been satisfied or waived by Purchaser, or if Purchaser
otherwise fails to perform any of its obligations as and when required hereunder
prior to Closing, Escrow Agent shall pay the Deposit to Seller in accordance
with the Escrow Instructions, as full and complete liquidated damages, and as
the exclusive and sole right and remedy of Seller, whereupon this Agreement
shall terminate and neither party shall have any further obligations or
liabilities to the other party except for those expressly stated to survive the
termination of this Agreement.

      10.2 SELLER'S DEFAULT. If Seller breaches its representations, warranties,
covenants and/or agreements under this Agreement or has failed, refused or is
unable to consummate the purchase and sale contemplated herein by the Closing

                                       24
<PAGE>

Date, after all conditions to Seller's obligations set forth herein have been
satisfied or waived by Seller, Purchaser shall have the right to pursue either
one of the following: (a) to terminate this Agreement by notice to Seller and
Escrow Agent, whereupon the Deposit shall be returned to Purchaser by Escrow
Agent, and, in addition and to the extent that Purchaser shall have exercised
such right to terminate following a default by Seller under this Agreement,
Purchaser shall have the right to recover money damages from Seller in the
amount of Purchaser's third party costs incurred in connection with this
Agreement and the transactions contemplated hereby, not to exceed One Million
Dollars ($1,000,000.00), or (b) seek specific performance of this Agreement,
provided that any action or proceeding seeking such relief is commenced no later
than thirty (30) days after the contemplated Closing Date. Except as provided
above, Purchaser expressly waives its rights to seek damages in the event of
Seller's default hereunder, including, without limitation, consequential, or
punitive damages. Purchaser shall be deemed to have elected to terminate this
Agreement and receive back the Deposit if Purchaser fails to file suit for
specific performance against Seller in a court having jurisdiction in the county
and state in which the Property is located on or before thirty (30) days
following the date upon which Closing was to have occurred.

      10.3. NOTICE OF DEFAULT. Except for a party's failure to close on the
Closing Date, neither party shall have the right to declare a default by the
other party and exercise its remedies pursuant to this Article X unless the
defaulting party fails to cure such default within ten (10) days after written
notice of such default has been provided. Notwithstanding the foregoing, no cure
period shall extend beyond the scheduled Closing Date.

                                   ARTICLE XI
                                 INDEMNIFICATION

      11.1 SELLER'S INDEMNITY. Seller hereby agrees to defend, indemnify and
hold harmless Purchaser from and against any and all loss, damage, cost, claim,
liability or expense (including, without limitation, court costs and reasonable
attorneys' fees) suffered or incurred by Purchaser as a result of Seller's
failure to pay any accounts payable or any sales, use or occupancy taxes due in
connection with the rental of rooms, the sale of goods or the performance of
services prior to the Closing Date or for other liabilities of Seller arising or
accruing prior to the Closing Date, except (i) to the extent Purchaser has
received a credit therefor against the Purchase Price pursuant to this
Agreement, or (ii) Purchaser has expressly assumed such liabilities pursuant to
this Agreement.

      11.2 PURCHASER'S INDEMNITY. Purchaser hereby agrees to defend, indemnify
and hold harmless Seller from and against any and all loss, damage, cost, claim,
liability or expense (including, without limitation, court costs and reasonable

                                       25
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attorneys' fees) suffered or incurred by Seller arising after the Closing Date
out of any liability or obligation assumed by Purchaser hereunder or in any
agreement executed and/or delivered at the Closing, or resulting from
Purchaser's failure to pay any item for which it received a credit against the
Purchase Price under this Agreement.

      11.3 SURVIVAL. The provisions of this Article XI shall survive Closing
hereunder.

                                   ARTICLE XII
                            CASUALTY OR CONDEMNATION

      If, prior to Closing, (a) condemnation proceedings are commenced against
all or any material portion of the Property or (b) the Property is damaged by
fire or other casualty to the extent that the cost of repairing such damage
shall be Fifteen Million Dollars ($15,000,000) or more, Purchaser shall have the
right, upon notice in writing to the Seller delivered within fifteen (15) days
after actual notice of such condemnation, fire or other casualty, to terminate
this Agreement, whereupon the Deposit shall be returned immediately to
Purchaser, and neither party shall have any further liability to the other
hereunder except for those liabilities which expressly survive the termination
hereof. If Purchaser does not elect to terminate this Agreement, or if the cost
of repairing such damage is less than Fifteen Million Dollars ($15,000,000), the
Purchase Price shall not be reduced except as hereinafter set forth, but
Purchaser shall be entitled to an assignment of all of Seller's share of the
proceeds of fire or other casualty insurance proceeds (if any) payable with
respect to the period after Closing or of the condemnation award, as the case
may be, and Seller shall have no obligation to repair or restore the Property;
provided, however, that the Purchase Price shall be reduced by an amount equal
to the sum of (a) any uninsured or unreimbursed amount, (b) the "deductible"
applied by Seller's insurer with respect to such fire or casualty and (c) the
amount by which the proceeds of such insurance will be reduced by reason of the
application of any co-insurance clause in Seller's insurance policy. If
Purchaser proceeds to Closing hereunder, Seller shall not compromise, settle or
adjust any claims to such proceeds or awards, without Purchaser's prior written
consent, which shall not be unreasonably withheld, conditioned or delayed.

                                  ARTICLE XIII
                                 APPORTIONMENTS

      13.1 APPORTIONMENTS. The following apportionments shall be made between
the parties at the Closing as of 11:59 p.m. on the day immediately prior to the
Closing Date (the "APPORTIONMENT DATE").

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<PAGE>

            (a) real estate taxes (based upon 2005 taxes, excise taxes, to be
adjusted within thirty (30) days after receipt of the 2006 tax bill), personal
property taxes, special assessments and vault charges, if any, on the basis of
the fiscal period for which assessed; provided, however, that Seller is
contesting certain personal property taxes from 2004 and 2005 (the "TAX
APPEAL"), at its own expense, and Purchaser agrees that Seller shall be entitled
to continue to prosecute the Tax Appeal and to receive all refunds from such Tax
Appeal after the Closing Date, without any apportionment thereof; provided,
further, Seller agrees to indemnify and hold harmless Purchaser from and against
any liabilities, costs, penalties, assessments or charges incurred by or
asserted against, Purchaser in connection with or resulting from the Tax Appeal;

            (b) fuel oil in the tank at the Property, if any, (based upon
invoice cost, first in, first out), water and sewer service charges and charges
for gas, electricity, telephone and all other public utilities. If there are
meters measuring the consumption of water, gas or electric current, Seller, not
more than one day prior to the Apportionment Date, if possible, shall cause such
meters to be read, and shall pay all utility bills for which Seller is liable
upon receipt of statements therefor. Purchaser shall be responsible for causing
such utilities and services to be changed to its name and shall be liable for
and shall pay all utility bills for services rendered after the Apportionment
Date. All utility adjustments will be made by the parties outside of Closing;

            (c) amounts which have been paid or are payable under the Service
Contracts, Equipment Leases and Space Leases assigned to and assumed by
Purchaser at Closing; provided Seller shall not receive a credit for rents due
for the period prior to the Closing Date which are delinquent at the time of
Closing. Provided, further, if any tenant of the Property is obligated to pay
percentage rent based upon the calendar year or lease year or appropriate fiscal
quarter in which the date of Closing occurs (the "PERCENTAGE RENT PERIOD"),
Seller shall be entitled to a portion thereof determined by dividing (i) the
number of days which elapsed between the commencement date of the Percentage
Rent Period for each such tenant, and the Closing Date, by (ii) the total number
of days in such Percentage Rent Period. If Seller has received payments of
percentage rent based on any Percentage Rent Period in which the date of Closing
occurs, in excess of Seller's share as calculated as set forth above in this
subsection (a), it shall promptly pay such excess to Purchaser; and, if Seller
has received less, then Purchaser shall promptly pay the deficiency. Any amounts
due to Seller for percentage rent for the period prior to the Closing Date which
is not paid prior to the Closing Date, shall be paid to Seller upon receipt of
same by Purchaser following the Closing Date. Notwithstanding any other
provision hereof, the obligations of the parties under this subsection will
survive until the date that is three (3) months after the last date on which any
percentage rent was due and payable from any tenant of the Property with respect
to the Percentage Rent Period;

                                       27
<PAGE>

            (d) prepaid advertising expenses;

            (e) commissions of credit and referral organizations; and

            (f) all other charges and fees customarily prorated and adjusted in
similar transactions, including, without limitation, revenues and expenses
relating to spa or golf operations, conferences, receptions, meetings and other
functions occurring in any conference, banquet or meeting rooms in the Resort
(which shall specifically include, without limitation, all usage charges and
related taxes, food and beverage sales, valet parking charges, equipment rentals
and telecommunications charges, to the extent not already adjusted hereunder).

      13.2 DEPOSITS. All deposits (including any interest thereon due the party
making such deposit) from guests or others made as security or in connection
with future services to be rendered, including deposits made under the Space
Leases and Rooms Agreements, shall be credited to Purchaser at the Closing.
Purchaser shall assume responsibility for the amount so credited and shall hold
Seller harmless therefrom. Seller shall hold Purchaser harmless from any
liability for deposits not so credited.

      13.3 ROOM REVENUE. All revenues received or to be received from transient
guests on account of room rents for the period ending on the Apportionment Date
shall belong to Seller, and for the period beginning at 12:01 a.m. on the day
immediately following the Apportionment Date such revenues shall belong to
Purchaser; provided, however, that revenues received or "posted" in the normal
course after the time Seller normally closes its front desk activity for the
"night" audit for the Apportionment Date (the "FRONT DESK CLOSING HOUR") shall
belong to Purchaser. The accounts receivable of registered guests at the
Property who have not checked out and were occupying rooms as of 12:01 a.m. on
the Apportionment Date are collectively called the "CURRENT LEDGER", and
Purchaser shall pay over to Seller, as received by Purchaser, Seller's share of
the proceeds of the Current Ledger attributable to payments of each guest's
account for the period ending on the Apportionment Date, less applicable credit
card and travel agent commissions allocable to such share, which commissions
shall be paid by Purchaser out of such proceeds when and as collected. In the
event that an amount less than the total amount due from a guest is collected
and the guest continued in occupancy after the Apportionment Date, such amount
shall be applied first to any indebtedness owing by such person to Seller and
thereafter to such person's indebtedness to Purchaser.

      13.4 ACCOUNTS RECEIVABLE. (a) All accounts receivable (other than the
Current Ledger) originating prior to the Apportionment Date shall belong to
Seller. Seller shall have the right to receive, collect, discharge and
compromise all such

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<PAGE>

accounts receivable. A list of all such accounts receivable (other than the
Current Ledger) shall be presented to and be initialed by Purchaser and Seller
at Closing. Following Closing, Purchaser shall use good faith efforts toward the
collection of such accounts receivable, but Purchaser shall have no
responsibility or liability with regard to such accounts receivable nor be
expected to incur any cost with respect to such collections. With regard to any
collection made from any person or entity who is indebted to the Property both
with respect to accounts receivable accruing prior to the Apportionment Date and
to accounts receivable accruing subsequent to the Apportionment Date, if the
periods to which such payments relate are not specifically identified, such
collection shall be applied first to the payment in full of any amounts
currently due to Seller on accounts accruing prior to the Apportionment Date and
then to amounts due Purchaser on accounts accruing subsequent to the
Apportionment Date.

            (b) Any indebtedness, accounts payable, liabilities or obligations
of any kind or nature related to Seller or the Property for the periods prior to
and including the Apportionment Date shall be retained and paid by Seller, and
Purchaser shall not be or become liable therefor, except to the extent Purchaser
receives a credit therefor at Closing or otherwise assumes such liabilities
pursuant to this Agreement.

      13.5 FOOD AND BEVERAGE REVENUE; VENDING MACHINE REVENUE. All monies
received in connection with bar and restaurant services at the Property (other
than amounts due from any guest) during the Apportionment Date shall belong to
Purchaser. Vending machine proceeds shall be counted as close to the Front Desk
Closing Hour as is possible and the net amount thereof shall be credited to
Seller at Closing.

      13.6 GUESTS' PROPERTY. All baggage or other property of patrons of the
Property checked or left in care of Seller shall be listed in an inventory to be
prepared by Manager in duplicate and signed by Seller's and Purchaser's
representatives on the Closing Date. Purchaser shall be responsible from and
after the Closing Date and will indemnify and hold Seller harmless from and
against all claims for all baggage and property listed in such inventory. Seller
shall indemnify and hold harmless Purchaser from and against claims for damage
to or removal of any contents in baggage and property listed in such inventory
and for baggage and property not listed in such inventory, but shown to have
been left in custody at the Property prior to the Closing Date. All baggage or
other property of guests retained by Seller as security for unpaid accounts
receivable may be left on the Property without any responsibility or liability
therefor on the part of Purchaser, for a period not to exceed one (1) month from
Closing Date, within which time such baggage or other property shall be removed
or otherwise disposed of by Seller.

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<PAGE>

      13.7 ACCOUNTING. Except as otherwise expressly provided herein, all
apportionments and adjustments shall be made on an accrual basis in accordance
with generally accepted accounting principles. The computation of the
adjustments shall be jointly prepared by Seller and Purchaser or by Manager on
behalf of Seller and Purchaser, and, upon the request of either Purchaser or
Seller, shall be reviewed by PriceWaterhouseCoopers, or another similarly
reputable accounting firm (the "ACCOUNTANTS") and reviewed by representatives of
both Purchaser and Seller. To the extent the exact amount of any adjustment item
provided for in this Article XIII cannot be precisely determined on the Closing
Date, the Manager or Accountants shall estimate the amount thereof, for purposes
of computing the net amount due Seller or Purchaser pursuant to this Article
XIII and shall determine the exact amount thereof not later than ninety (90)
days after the Closing Date (the "ADJUSTMENT"). The determinations made by the
Accountants shall be binding on both Seller and Purchaser. The fees and expenses
of the Accountants shall be borne one-half each by Seller and Purchaser.

      13.8 EMPLOYEE COMPENSATION. Seller and the Manager shall be solely
responsible for any liability for payment of all employees' wages, accrued
vacation pay, sick leave, bonuses, pension benefits, including, without
limitation, any COBRA rights, and other benefits earned by and due to or accrued
to employees at the Property through 12:01 a.m. on the Closing Date, together
with F.I.C.A., unemployment and other taxes and benefits due from any employer
of such employees. Seller shall indemnify and hold Purchaser harmless from and
against any and all liability, loss, cost, damage or expense related to any of
the foregoing items. Such indemnity shall survive Closing.

      Notwithstanding the foregoing, Purchaser may elect, at its option, to
receive a credit against the Purchase Price for the amount of accrued vacation
pay and sick leave (the "PTO CREDIT") for employees who will be retained by
Manager. Purchaser shall indemnify and hold Seller harmless from and against any
and all liability, loss, cost, damage or expense for claims by such employees
for vacation pay and sick leave to the extent of the PTO Credit.

      13.9 DEVELOPMENT AGREEMENT. Purchaser shall receive a credit to the
Purchase Price at Closing equal to the excess of (a) the sum of (i) the
remaining amount required to be paid under the Development Agreement as of the
Closing Date, plus (ii) the estimated costs to complete, as supplied by Manager,
of the work remaining to be completed with respect to the other Capital
Projects, over (b) Ten Million Dollars ($10,000,000) (the "DEVELOPMENT AMOUNT").
To the extent that, after the Closing Date, Purchaser incurs aggregate costs
under the Development Agreement and in connection with completion of the Capital
Projects in excess of the Development Amount, Seller shall reimburse Purchaser
for such excess costs, provided that Seller shall have no liability whatsoever
for costs incurred in connection with any modifications after the Closing Date
of (x) the scope of work or

                                       30
<PAGE>

the specifications for the work described in the Development Agreement or on
EXHIBIT L attached hereto, or (y) in the case of the Development Agreement, any
increase in the Stipulated Sum (as defined in the Development Agreement). Any
such excess cost shall be determined in good faith by Seller and Purchaser (and
reimbursement made if necessary) prior to the end of the Survival Period.

      13.10 RESERVES, CASH AND GIFT CERTIFICATES. Seller shall receive a credit
at Closing for all (i) balances on deposit with banking institutions relating to
the Resort, including amounts held in "house banks" (collectively, the "CASH")
and (ii) all amounts held in the Reserves (to the extent that amounts held in
the Reserves by Lender or Manager are transferred to Purchaser; otherwise Seller
shall retain all such amounts). Purchaser shall receive a credit at Closing
equal to the dollar amount of the outstanding value of any gift certificates, to
the extent that such gift certificates are shown as liabilities on the
Property's operating statements as of the Closing Date. At Closing, Purchaser
agrees to replenish any Reserves for FF&E under the Management Agreements (the
"FF&E RESERVES") pursuant to the terms of that certain letter dated as of
December 2, 2005 from William F. Minnock to Seller and THI III GL Lessee, LLC
(the "DEVELOPMENT LETTER"); provided, however, in no event shall Purchaser be
required to reimburse any amounts in excess of the amounts required to be held
in the FF&E Reserves pursuant to the Management Agreements.

      13.11 ORIGINAL DEVELOPMENT AGREEMENT. Seller shall retain, and Purchaser
shall not assume, any rights, benefits, obligations, or liabilities under that
certain (i) Development Agreement dated as of April 19, 2001, as amended by the
First Amendment to Development Agreement dated as of December 27, 2002, by and
among Seller, Marriott Design and Manager (the "ORIGINAL DEVELOPMENT
AGREEMENT"), and (ii) Development Agreement (Grande Lakes Resort Exhibit Hall)
dated as of January 2004, by and among Marriott Design, Seller and Manager. The
Florida Department of Revenue is conducting a sales and use tax audit of all
construction projects performed by Marriott Design under the Original
Development Agreement for the period from May 1, 2001 through April 20, 2004
(the "Audit"). To the extent that Purchaser has access to all books and records
at the Property necessary for the Audit, Purchaser shall allow Seller to have
access to such books and records, and shall otherwise use commercially
reasonable efforts to cooperate with any requests by Seller regarding the Audit.
Seller shall retain all rights, benefits, obligations or liabilities in
connection with the Audit. Seller agrees to indemnify and hold harmless
Purchaser from and against any liabilities, costs, penalties, assessments, or
charges incurred by or asserted against Purchaser in connection with or
resulting from the Audit.

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<PAGE>

      13.12 MANAGEMENT

            (a) All income and expenses with respect to the Management
Agreements will be prorated as of the Apportionment Date (with income and
expenses for the Closing Date and thereafter to be allocated to Purchaser).
There shall be added to the amount due to Seller at Closing, on the Closing
Statement, the amount of any amounts paid by Seller under any Management
Agreements attributable to periods including and after the Apportionment Date,
and there shall be deducted from the amount due Seller at Closing, on the
Closing Statement, any such amounts paid to and collected by Seller under any
Management Agreements attributable to periods including and after the
Apportionment Date.

            (b) All management fees and other amounts payable or reimbursable
under the Management Agreements shall be prorated as of the Closing Date.
Notwithstanding the foregoing, if the amount of Incentive Management Fees (as
defined in the Management Agreements) which have been accrued for the period
prior to the Closing Date, exceeds the Incentive Management Fee shown on the
Annual Operating Statement (as defined in the Management Agreements) for fiscal
year 2006, Purchaser shall remit such excess to Seller within ten (10) days of
delivery of such Annual Operating Statements pursuant to the Management
Agreements. Purchaser's obligation under this Section 13.12(b) shall survive the
Closing Date.

      13.13 PURCHASER'S AUDIT. Purchaser may, at its sole cost and expense,
engage a third-party certified public accountant to perform audits of the books
and records of the Resort, including the historical financial statements of the
Resort, which audits shall include all disclosures required by generally
accepted accounting principles and the Securities and Exchange Commission
regulations, specifically in accordance with Section 3.05 of Regulation S-X and
all related rules and regulations thereof. Seller shall, and shall use
commercially reasonably efforts, at no cost to Seller, to cooperate in
connection with the performance of such audits and to the extent reasonably
available to Seller, shall provide all information with respect to the Resort
reasonably requested by such accountants, at no cost or expense to Seller. The
covenant of Seller set forth in this Section 13.13 regarding its cooperation, in
connection with the audit of the Resort books and records and providing
information reasonably requested shall survive Closing for a period of one (1)
year.

                                   ARTICLE XIV
                                  MISCELLANEOUS

      14.1 SURVIVAL. The representations, warranties, covenants and indemnities
contained in this Agreement shall be effective as of the Closing Date, and any
liability with respect to breach thereof shall survive the Closing for a period
of six

                                       32
<PAGE>

(6) months (the "SURVIVAL PERIOD"). Except as otherwise expressly provided
herein, all claims by either party hereto, whether for amounts due or otherwise,
under any provision of this Agreement, must be made in writing to the other
party no later than thirty (30) days from the expiration of the Survival Period.

      14.2 ASSIGNMENT. This Agreement may not be assigned by Purchaser without
the prior written consent of Seller, which Seller may grant or deny in its sole
and absolute discretion; provided, however that Purchaser shall be permitted to
assign this Agreement without the prior consent of Seller to any entity wholly
owned and controlled by Purchaser, provided notice thereof is given to Seller at
least five (5) business days prior to the Closing and such assignee assumes in
writing all of Purchaser's obligations hereunder. Notwithstanding the assumption
of this Agreement by such assignee, the Purchaser named herein shall remain
liable for all of the Purchaser's obligations hereunder and shall not be deemed
to be released as a result of such permitted assignment and assumption.

      14.3 CONSENTS. If, under this Agreement, the consent of a party is
required, the consent shall be in writing and shall be executed by a duly
authorized officer or agent.

      14.4 APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Florida, without resort to the choice of law rules thereof.

      14.5 HEADINGS; EXHIBITS. The headings of articles and sections of this
Agreement are inserted only for convenience; they are not to be construed as a
limitation of the scope of the particular provision to which they refer. All
exhibits attached or to be attached to this Agreement are incorporated herein by
this reference.

      14.6 NOTICES. Notices and other communications required by this Agreement
shall be in writing and delivered by hand against receipt or sent by recognized
overnight delivery service or by facsimile (with written confirmation of
receipt). All notices shall be addressed as follows:

            If to Purchaser:

            c/o CNL Hospitality Corp.
            CNL Center at City Commons
            450 South Orange Avenue
            Orlando, Florida 32801
            Attention: Chief General Counsel
            Fax: (407) 650-1085

                                       33
<PAGE>

            with a copy to:

            Lowndes, Drosdick, Doster, Kantor & Reed
            215 North Eola Drive
            Orlando, Florida  32801
            Attention:  Richard J. Fildes, Esq.
            Fax: (407) 843-4444

            If to Seller:

            THI III GL Investments L.L.C.
            c/o Thayer Lodging Group, Inc.
            410 Severn Avenue
            Suite 314
            Annapolis, Maryland 21403
            Attention:  David J. Weymer, Managing Director
            Fax: (410) 268-1582

            with a copy to:

            Hogan & Hartson L.L.P.
            555 13th Street, N.W.
            Washington, D.C.  20004
            Attention:  Carol Weld King, Esq.
            Fax: (202) 637-5910

or to such other address as may be designated by a proper notice. Notices shall
be deemed to be effective upon receipt (or refusal thereof).

      14.7 LIMITATION ON LIABILITY. Seller shall have no liability for the
breach of any representation, warranty, covenant, indemnity or other obligation
expressly stated to survive the Closing hereunder (collectively, "SELLER'S
POST-CLOSING OBLIGATIONS") unless and until the aggregate amount of Purchaser's
out-of-pocket damages and expenses directly resulting from such breaches exceeds
Five Hundred Thousand Dollars ($500,000.00) (the "THRESHOLD"). Furthermore,
Seller's aggregate liability under this Agreement for the breach of any and all
of Seller's Post-Closing Obligations (excluding fraud or intentional misconduct)
shall not exceed two and one-half percent (2.5%) of the Purchase Price (the
"POST-CLOSING LIABILITY CAP"), provided that Seller shall be responsible for its
share of any Adjustment, any breach of its representation contained in Section
14.14 and any obligation to pay taxes for the period prior to the Apportionment
Date which are not fully paid or prorated at Closing without regard to, or
application against, the Post-Closing Liability Cap. Furthermore, Seller shall
be responsible for any liability pursuant to Section 13.9 hereof without regard
to the Threshold, and without

                                       34
<PAGE>

regard to, or application against, the Post-Closing Liability Cap. At Closing,
Seller shall establish with the Escrow Agent a cash escrow in the amount of two
percent (2%) of the Purchase Price to secure the payment of Seller's
Post-Closing Obligations, if any, to be held in accordance with the form of
escrow instructions attached hereto as EXHIBIT EE.

      14.8 WAIVER. The failure of either party to insist on strict performance
of any of the provisions of this Agreement or to exercise any right granted to
it shall not be construed as a relinquishment or future waiver; rather, the
provision or right shall continue in full force. No waiver of any provision or
right shall be valid unless it is in writing and signed by the party giving it.

      14.9 PARTIAL INVALIDITY. If any part of this Agreement is declared invalid
by a court of competent jurisdiction, this Agreement shall be construed as if
such portion had never existed, unless this construction would operate as an
undue hardship on Seller or Purchaser or would constitute a substantial
deviation from the general intent of the parties as reflected in this Agreement.

      14.10 ENTIRE AGREEMENT. This Agreement, together with all Exhibits, the
other writings signed by the parties and incorporated by reference and together
with any instruments to be executed and delivered under this Agreement,
constitutes the entire agreement between the parties with respect to the
purchase and sale of the Property and supersedes all prior oral and written
understandings. Amendments to this Agreement shall not be effective unless in
writing and signed by the parties hereto.

      14.11 TIME IS OF THE ESSENCE. Time is of the essence with respect to
performance of all obligations under this Agreement.

      14.12 WAIVER OF JURY TRIAL. EXCEPT AS PROHIBITED BY LAW, NEITHER SELLER
NOR PURCHASER SHALL SEEK A JURY TRIAL ON ANY LAWSUIT, PROCEEDING OR COUNTERCLAIM
BASED UPON, OR ARISING OUT OF THIS AGREEMENT, OR THE RELATIONSHIP BETWEEN THE
PARTIES HERETO AS SELLER AND PURCHASER. IF THE SUBJECT MATTER OF ANY SUCH
LAWSUIT IS ONE IN WHICH THE WAIVER OF A JURY TRIAL IS PROHIBITED, NEITHER SELLER
NOR PURCHASER SHALL PRESENT AS A COUNTERCLAIM IN SUCH LAWSUIT ANY CLAIM NOT
ARISING OUT OF THIS AGREEMENT. FURTHERMORE, NEITHER SELLER NOR PURCHASER SHALL
SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH
ANY SUCH ACTION IN WHICH A JURY TRIAL CANNOT BE WAIVED. THE PARTIES ACKNOWLEDGE
THAT THIS WAIVER IS A SIGNIFICANT CONSIDERATION TO EACH PARTY TO ENTER INTO THIS
AGREEMENT, AND BUT FOR EACH PARTY'S AGREEMENT TO THIS PROVISION, SUCH OTHER
PARTY WOULD NOT HAVE AGREED TO

                                       35
<PAGE>

THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. THE PROVISIONS OF THIS
SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING (AS THE
CASE MAY BE).

      14.13 COUNTERPARTS. This Agreement may be executed in any number of
counterparts which, when taken together, shall constitute a single, binding
instrument.

      14.14 BROKERAGE. Purchaser and Seller represent to each other that no
broker or consultant acting on its behalf (other than Eastdil Realty Company,
L.L.C. (the "BROKER"), who shall be compensated by Seller pursuant to the terms
of a separate agreement) brought about this transaction. Each of the parties
hereto agrees to indemnify and hold the other harmless from claims made by any
broker, attorney or finder claiming through such party for a commission, fee or
compensation in connection with this Agreement or the sale of the Property
hereunder. The provisions of this Section 14.14 shall survive Closing.

      14.15 TIME FOR PERFORMANCE. If the date for the performance of any
obligation, or the giving of any notice, by Seller or Purchaser hereunder falls
upon a Saturday, Sunday or legal holiday recognized by the United States
government, then the time for such performance or notice shall be extended until
the next business day.

      14.16 CONFIDENTIALITY. Seller, Purchaser and their respective
representatives shall hold in strictest confidence all data and information
obtained with respect to the other party and its business, whether obtained
before or after the execution and delivery of this Agreement, and shall use
commercially reasonable efforts to not disclose the same to others; provided,
however, that it is understood and agreed that Seller and Purchaser may disclose
such data and information to the partners, members, investors, advisors,
employees, lenders, consultants, accountants and attorneys of Seller or
Purchaser, as applicable, provided that such persons agree to treat such data
and information confidentially; provided, however, Seller and Purchaser shall be
permitted to make such disclosures as may be required in order to comply with
all financial reporting, securities laws and other legal requirements applicable
to Seller or Purchaser. In the event this Agreement is terminated or Seller or
Purchaser fails to perform hereunder, Seller and Purchaser shall use
commercially reasonable efforts to promptly return to Seller or Purchaser, as
applicable, any statements, documents, schedules, exhibits or other written
information obtained from Seller or Purchaser in connection with this Agreement
or the transaction contemplated herein. Seller and Purchaser agree that none of
the written information obtained from the other party in connection with this
Agreement and the transactions contemplated herein will be used by Seller or
Purchaser, as applicable, for any purpose other than evaluating a possible
purchase of the Property or used in any way or manner

                                       36
<PAGE>

detrimental to the interests of Seller or Purchaser, as applicable. In the event
of a breach or threatened breach by Seller or Purchaser, as applicable, or its
agents or representatives of this Section 14.16, Seller or Purchaser, if
applicable, shall be entitled to an injunction restraining the other party, or
its respective agents or representatives from disclosing, in whole or in part,
such confidential information. The provisions of this Section 14.16 shall
survive Closing or any termination of this Agreement.

      14.17 RADON GAS NOTICE. Pursuant to Florida Statutes Section 404.056(8),
Seller hereby makes, and Purchaser hereby acknowledges, the following
notification:

      RADON GAS: Radon is a naturally occurring radioactive gas that, when it
      has accumulated in a building in sufficient quantities, may present health
      risks to persons who are exposed to it over time. Levels of radon that
      exceed federal and state guidelines have been found in buildings in
      Florida. Additional information regarding radon and radon testing may be
      obtained from your county public health unit.

      14.18 RECORDING. Neither this Agreement nor any memorandum thereof shall
be recorded in the Public Records of any county and any attempt to record this
Agreement or memorandum thereof shall render this Agreement unenforceable by the
recording party.

      14.19 LEGAL EXPENSES. In the event of litigation arising out of the terms
and conditions of this Agreement, the prevailing party in such litigation shall
have the right to recover from the non-prevailing party reasonable attorney's
fees and court costs incurred as a result of such litigation, including any
appeals or bankruptcy proceedings.

      14.20 DRAFTING. The preparation of this Agreement has been a joint effort
of the parties who have each had an opportunity to consult with an attorney.
This Agreement shall be construed without regard to any presumption or other
rule requiring construction against the party causing this Agreement to be
drafted. If any words or phrases in this Agreement shall have been stricken out
or otherwise added, this Agreement shall be construed as if the words or phrases
so stricken out are otherwise eliminated or never included in this Agreement. No
implication or reference shall be drawn from the fact that such words or phrases
were so stricken out or otherwise eliminated.

      14.21 BUSINESS DAY. The term "business day" as used herein shall mean any
day other than a Saturday, Sunday or other day on which commercial banks are
authorized or required to close under the laws of the State of Florida.

                                       37
<PAGE>

      14.22 WARN ACT OBLIGATIONS. The Seller and Purchaser agree to use
commercially reasonable efforts to comply and cause Manager to comply, with
their respective legal obligations, if any, under the Worker Adjustment and
Retraining Notification Act, 29 U.S.C., Section 2101, et seq. ("WARN"), and any
state equivalent to WARN. The Seller and Purchaser agree that Purchaser shall
have no obligations under WARN (or any state equivalent), for any events
triggering WARN that occur prior to the Closing Date and that the Seller shall
have no obligations under WARN (or any state equivalent), if any, for any event
triggering WARN that occur subsequent to the Closing Date. The Seller and
Purchaser further agree that this Section shall not be construed as an admission
or an acknowledgement by the Seller or Purchaser that either party is an
"employer" as such term is defined under WARN or any state equivalent. The
provision of this Section 14.22 shall survive Closing and delivery of the Deed.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]

                                       38
<PAGE>

      IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
executed as of the date indicated below.

                                     SELLER

WITNESS:                             THI III GL INVESTMENTS L.L.C.

Marcel Verbaas                       By: /s/ David J. Weymer
--------------                           --------------------------
                                     Name: David J. Weymer
                                     Its:  President

                                     PURCHASER

WITNESS:                             CNL HOTELS & RESORTS, INC.

Eliza Bardin                         By: /s/ Marcel Verbaas
--------------                           --------------------------
                                     Name: Marcel Verbaas
                                     Its:  Chief Investment Officer
                                           and Senior Vice President

<PAGE>

                                    EXHIBITS

A   Legal Description of Land
B   List of Equipment Leases
C   List of Service Contracts
D   List of Space Leases
E   List of Rooms Agreements
F   Purchase Price Allocation
G   Management Agreements
H   Form of Escrow Instructions For Deposit
I   List of Environmental Documents
J   Exceptions
K   [Intentionally Deleted]
L   Capital Projects
M   Pending Contracts
N   Litigation
O   Form of Special Warranty Deed
P   Form of Bill of Sale
Q   Form of Assignment of Permits and Intangible Property
R   Form of Assignment and Assumption of Service Contracts,
    Rooms Agreements and Equipment Leases
S   Form of Assignment and Assumption of Development Agreement
T   Form of Owner's Affidavit
U   Form of FIRPTA Certificate
V   Form of Assignment and Assumption of Management Agreements
W   Form of Assignment and Assumption of Space Leases
X   Form of Tenant Notice
Y   Form of Seller's Closing Certificate
Z   Form of Purchaser Closing Certificate
AA  List of Scheduled Personalty
BB  List of Property Documents
CC  List of Operating Statements
DD  Form of Amendment to Declaration
EE  Form of Escrow Instructions for Post-Closing Obligations
FF  Form of Assignments of Declaration

<PAGE>

                                    EXHIBIT A

                            Legal Description of Land

Parcel 1, GRANDE LAKES RESORT, according to the Plat thereof as recorded in Plat
Book 58 at Pages 23 through 36, inclusive, of the Public Records of Orange
County, Florida, together with all easements appurtenant to said parcels
established by and pursuant to the terms of that certain Declaration of
Covenants, Conditions, Restrictions, Easements and Reservations for Grande Lakes
Resort, Orlando, Florida, made and executed by THI III GL Investments L.L.C.,
THI III GL Land Corporation and Grande Lakes Resort Property Owners Association,
Inc. dated as of April 1, 2004 and recorded on August 6, 2004 in Official
Records Book 7565 at Pages 1177 et seq. of the Public Records of Orange County,
Florida and that certain Declaration of Covenants, Conditions, Restrictions,
Easements and Reservations for Grande Lakes Master Stormwater Management System,
made and executed by THI III GL Investments L.L.C., THI III GL Land Corporation
and Grande Lakes Stormwater Management Association, Inc. recorded on August 7,
2003 in Official Records Book 7038 at Pages 2091 et seq. of the Public Records
of Orange County, Florida.

Parcel 4, GRANDE LAKES RESORT, according to the Plat thereof as recorded in Plat
Book 58 at Pages 23 through 36, inclusive, of the Public Records of Orange
County, Florida, together with all easements appurtenant to said parcels
established by and pursuant to the terms of that certain Declaration of
Covenants, Conditions, Restrictions, Easements and Reservations for Grande Lakes
Resort, Orlando, Florida, made and executed by THI III GL Investments L.L.C.,
THI III GL Land Corporation and Grande Lakes Resort Property Owners Association,
Inc. dated as of April 1, 2004 and recorded on August 6, 2004 in Official
Records Book 7565 at Pages 1177 et seq. of the Public Records of Orange County,
Florida and that certain Declaration of Covenants, Conditions, Restrictions,
Easements and Reservations for Grande Lakes Master Stormwater Management System,
made and executed by THI III GL Investments L.L.C., THI III GL Land Corporation
and Grande Lakes Stormwater Management Association, Inc. recorded on August 7,
2003 in Official Records Book 7038 at Pages 2091 et seq. of the Public Records
of Orange County, Florida.

Parcel 5, GRANDE LAKES RESORT, according to the Plat thereof as recorded in Plat
Book 58 at Pages 23 through 36, inclusive, of the Public Records of Orange
County, Florida, together with all easements appurtenant to said parcels
established by and pursuant to the terms of that certain Declaration of
Covenants, Conditions, Restrictions, Easements and Reservations for Grande Lakes
Resort, Orlando, Florida, made and executed by THI III GL Investments L.L.C.,
THI III GL Land Corporation and Grande Lakes Resort Property Owners Association,
Inc. dated as of April 1, 2004 and recorded on August 6, 2004 in Official
Records Book 7565

                                      A-2
<PAGE>

at Pages 1177 et seq. of the Public Records of Orange County, Florida and that
certain Declaration of Covenants, Conditions, Restrictions, Easements and
Reservations for Grande Lakes Master Stormwater Management System, made and
executed by THI III GL Investments L.L.C., THI III GL Land Corporation and
Grande Lakes Stormwater Management Association, Inc. recorded on August 7, 2003
in Official Records Book 7038 at Pages 2091 et seq. of the Public Records of
Orange County, Florida.

                                      A-3
<PAGE>

                                    EXHIBIT B

                                EQUIPMENT LEASES

<TABLE>
<CAPTION>
VENDOR NAME                                            TYPE               PROPERTY
-------------------------------------------           -----         --------------------
<S>                                                   <C>           <C>
Alamo Leasing (Silverado-Grounds)                     Lease         Grande Lakes Orlando
                                                                           ("GLO")

DCC Diebold Credit Corporation (1 machine)            Lease          Ritz-Carlton ("RC")

DCC Diebold Credit Corporation (2 machines)           Lease          JW Marriott ("JW")

Ford Credit (Navigator)                               Lease                  JW

GE Capital/Zeno (Copy machines)                       Lease                  RC

GE Capital/Zeno (Copy machines)                       Lease                  JW

GMAC (Escalade - FO)                                  Lease                  RC

GMAC (Escalade - FO)                                  Lease                  JW

Lease Corp of America (Radio's - Rooms)               Lease                  RC

Mercedes Benz (Front Office)                          Lease                  RC

PBCC (Mail Machine)                                   Lease                  RC

PBCC (Mail Machine)                                   Lease                  JW

PBCC (Shipping & Recvg)                               Lease                  RC

PBCC (Shipping & Recvg)                               Lease                  JW

PBCC (Shipping & Recvg)                               Lease                  GLO

PFG Leasing (n/k/a National City Golf)
(Grounds vehicles)                                    Lease                  GLO

STSN (a/k/a Ibahn General Holdings)                   Lease                 RC/JW

Sutton Leasing (Van-Blue)                             Lease                  RC

Sutton Leasing (F250 2wd XL-Engineering)              Lease                  GLO

Textron Financial (Golf carts)                        Lease               Golf/mix

Towne Park (Parking Equipment)                        Lease                 RC/JW
</TABLE>

                                      B-1
<PAGE>

                                    EXHIBIT C

                                SERVICE CONTRACTS

<TABLE>
<CAPTION>
VENDOR NAME                                            TYPE              PROPERTY
---------------------------------------------   -----------------  --------------------
<S>                                             <C>                <C>
Aboard Publishing                               Service Agreement           JW

Aqua Recycle                                    Service Agreement  Grande Lakes Orlando
                                                                          ("GLO")

Buff Masters (Hotel vehicle cleaning service)   Service Agreement           JW

CSI - Caddie Services, Inc.                     Service Agreement          Golf

The Carpet Cleaner                              Service Agreement         RC Spa

Certegy (check guarantee)                       Service Agreement           RC

Certegy (check guarantee)                       Service Agreement           JW

Cummins Southeastern Power, Inc.                   Maintenance              RC
                                                     Contract

Cummins Southeastern Power, Inc.                   Maintenance              JW
                                                     Contract

DMX Music, Inc.                                 Service Agreement           JW

EcoLab (Aqua Balance)                              Maintenance              RC
                                                     Contract

EcoLab (Aqua Balance)                              Maintenance              JW
                                                     Contract

Fitness Services of Florida, Inc.                  Maintenance              RC
                                                     Contract

Five Star Laundry                               Service Agreement          RC/JW

Food Team                                       Service Agreement           RC
</TABLE>

                                       C-2
<PAGE>

<TABLE>
<CAPTION>
VENDOR NAME                                            TYPE              PROPERTY
---------------------------------------------   -----------------  --------------------
<S>                                             <C>                <C>
GES Exposition Services, Inc.                   Service Agreement           RC

GES Exposition Services, Inc.                   Service Agreement           JW

GES Exposition Services, Inc. d/b/a Trade
Show Electrical                                 Service Agreement           RC

GES Exposition Services, Inc. d/b/a Trade       Service Agreement           JW
Show Electrical

Grunau                                          Service Agreement           RC

Grunau                                          Service Agreement           JW

Grunau                                          Service Agreement         RC Golf

Greenery Productions, Inc.                      Service Agreement          RC/JW

Haines City Fire Extinguisher Service, Inc         Maintenance              RC
                                                     Contract

Haines City Fire Extinguisher Service, Inc         Maintenance              JW
                                                     Contract

Hello Florida, Inc. (Theme events including
decor, tours and transportation)  Also called
"Destination Services"                          Service Agreement           RC

Hello Florida, Inc. (Theme events including
decor, tours and transportation)  Also called
"Destination Services"                          Service Agreement           JW

Infinite Energy                                 Service Agreement           GLO

Kid's Nite Out Recreation & Resort Management   Service Agreement          RC/JW

Mears (transportation services for guests)      Service Agreement           RC
</TABLE>

                                       C-2
<PAGE>

<TABLE>
<CAPTION>
VENDOR NAME                                            TYPE              PROPERTY
---------------------------------------------   -----------------  --------------------
<S>                                             <C>                <C>
Mears (transportation services for guests)      Service Agreement           JW

Micros                                             Maintenance              RC
                                                     Contract

Micros                                             Maintenance              JW
                                                     Contract

MidFlorida Armored & ATM, Inc.                  Service Agreement           JW

National Production Services Inc.               Service Agreement           RC

National Production Services Inc.               Service Agreement           JW

On Command Video                                Service Agreement          RC/JW

Otis Elevator Co.                                  Maintenance              RC
                                                     Contract

Otis Elevator Co.                                  Maintenance              JW
                                                     Contract

PADI (Prof.Assoc.of Diving Instructors)         Service Agreement           JW

PlayNetwork, Inc. (Starbucks)                   Service Agreement           JW

Rose Restoration                                Service Agreement           JW

Roto-Rooter                                        Maintenance              RC
                                                     Contract

Roto-Rooter                                        Maintenance              JW
                                                     Contract

Siemens                                            Maintenance             RC/JW
                                                     Contract

STSN                                               Maintenance             RC/JW
                                                    Agreement

Systems Design & Development, Inc. (Jazz           Maintenance             RC/JW
phone system)                                        Contract

Telemanager.net                                 Service Agreement          RC/JW

Terminix (Pest Elimination)                        Maintenance              RC
                                                     Contract

Terminix (Pest Elimination)                        Maintenance              JW
                                                     Contract

Thermal Tech, Inc.                                 Maintenance              GLO
                                                     Contract
</TABLE>

                                       C-3
<PAGE>

<TABLE>
<CAPTION>
VENDOR NAME                                            TYPE              PROPERTY
---------------------------------------------   -----------------  --------------------
<S>                                             <C>                <C>
Towne Park, Ltd                                 Service Agreement           RC

Towne Park, Ltd                                 Service Agreement           JW

Trane (Energy Mgmt)                                Maintenance             RC/JW
                                                     Contract

Triple B Cleaners                               Service Agreement           RC

Triple B Cleaners                               Service Agreement           JW

United Hospitality Resources, Inc.              Service Agreement           RC

United Service Companies                        Service Agreement           JW

United Temps                                    Service Agreement           RC

United Temps                                    Service Agreement           JW

Waste Mgmt Orlando                              Service Agreement           RC

Waste Mgmt Orlando                              Service Agreement           JW

EMC Venues                                      Service Agreement           GLO

TIG Global                                      Service Agreement           GLO

TECO Partners                                   Service Agreement           GLO
</TABLE>

                                       C-4
<PAGE>

                                    EXHIBIT D

                                  SPACE LEASES

<TABLE>
<CAPTION>
VENDOR NAME                                            TYPE               PROPERTY
--------------------------------------------        ----------      -------------------
<S>                                                 <C>             <C>
11th Hour Business Centers                          Concession      Ritz-Carlton ("RC")

11th Hour Business Centers                          Concession       JW Marriott ("JW")

Buena Vista Concessions, Inc. (Surrey
Bicycles)                                           Concession               RC

Buena Vista Concessions, Inc. (Surrey
Bicycles)                                           Concession               JW

Hertz                                               Concession               JW

JCORL Inc, dba John Craig                           Concession               JW

Lowe and Behold Event Accents, LLC (florist)        Concession             RC/JW

Mimi's Boutique Inc                                 Concession               JW

My Three Sons
(Game Room Concession)                              Concession               JW

My Three Sons
(employee snack, soda and food vending)             Concession               JW

My Three Sons
(guest laundry vending)                             Concession               JW

Nat Landau Hyman Jewels, Ltd.                       Concession               JW

Norman's
New World Orlando, LLC                                 Lease                 RC

Premier Getaways, Inc.                              Concession               JW

SeaWorld of Florida, Inc.                           Concession             RC/JW

Trade Winds (attendants for towel kiosk)            Concession               JW

Universal Money Centers, Inc. (ATMs)                Concession               RC
</TABLE>

                                      D-1
<PAGE>

<TABLE>
<CAPTION>
VENDOR NAME                                            TYPE               PROPERTY
--------------------------------------------        ----------      -------------------
<S>                                                 <C>             <C>
Universal Money Centers, Inc. (ATMs)                Concession               JW

American Express                                      License       Grande Lakes Orlando
                                                                          ("GLO")

InvoTech Systems, Inc. (Garment Inventory
Mgmt System)                                          License              RC/JW

Melissa Kelly/Primo                                   License                JW

NewMarket International, Inc. (Delphi MPE
Software)                                             License                RC

OpenTable, Inc. (restaurant reservation
network)                                              License                RC

OpenTable, Inc. (restaurant reservation
network)                                              License                JW

Peat's Operating Company, Inc.                        License                RC

Starbucks                                             License                JW
</TABLE>

                                      D-2
<PAGE>

                                   EXHIBIT E

                                ROOMS AGREEMENTS

<TABLE>
<CAPTION>
WHOLESALER NAME                           HOTEL CONTRACTED                CONTRACT DATES
-----------------------------             ------------------------        -----------------------------
<S>                                       <C>                             <C>
American Airlines Vacations               Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Apple Vacations                           Ritz-Carlton/JW Marriott        Sept. 01, 2005- Dec. 31, 2006
Allied T. Pro                             Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Airtours- TUI                             Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
American Tours International              Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Bonotel                                   Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
British Airways                           Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
City Tours                                Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Certified Vacations                       Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
CTN Tours                                 Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Colletts Travel                           Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Carrier                                   Ritz-Carlton                    Jan. 01-Dec. 31, 2006
Elegant Resorts                           Ritz-Carlton                    Jan. 01-Dec. 31, 2006
FTI North America                         Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
HotelBeds                                 Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
ITC Classics                              Ritz-Carlton                    Jan. 01-Dec. 31, 2006
JTB International                         Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Kuoni Travel, LTD                         Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
MLT Vacations                             Ritz-Carlton                    Jan. 01-Dec. 31, 2006
National Leisure Group                    Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
New World Travel                          Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
North America Travel Service              JW Marriott                     Jan. 01-Dec. 31, 2006
Royal Caribbean Ltd                       Ritz-Carlton                    March 29-2005- Dec. 31, 2006
Seasons In Style                          Ritz-Carlton                    Jan. 01-Dec. 31, 2006
Tourco                                    Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Thomas Cook Signature                     JW Marriott                     Jan. 01-Dec. 31, 2006
Travel Impressions                        Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Travalco                                  Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Virgin Holidays                           Ritz-Carlton/JW Marriott        Jan. 01-Dec. 31, 2006
Welcome USA                               Ritz-Carlton                    Jan. 01-Dec. 31, 2006
</TABLE>

                                      E-1
<PAGE>

                                    EXHIBIT F

                            PURCHASE PRICE ALLOCATION

<TABLE>
<S>                                        <C>
Land                                       $105,641,095

Building & Improvements                    $554,519,463

Furniture, Fixtures & Equipment            $104,839,442
                                           ------------
TOTAL                                      $755,000,000
</TABLE>

                                       F-1
<PAGE>

                                    EXHIBIT G

                              MANAGEMENT AGREEMENTS

                               GRANDE LAKES RESORT

1.    Management Agreement (JW Marriott Hotel), dated as of April 19, 2001, by
      and between Manager and Seller

      -     First Amendment to Management Agreement dated December 27, 2002, by
            and between Manager and THI III GL Lessee, L.L.C.

      -     Second Amendment to Management Agreement dated September 23, 2003,
            effective as of June 9, 2003, by and between Manager and THI III GL
            Lessee, L.L.C.

      -     Third Amendment to Management Agreement dated January 20, 2004, by
            and between Manager and THI III GL Lessee, L.L.C.

      -     Fourth Amendment to Management Agreement dated August 13, 2004, by
            and between Manager and THI III GL Lessee, L.L.C.

      -     Fifth Amendment to Management Agreement dated December 23, 2004, by
            and between Manager and THI III GL Lessee, L.L.C.

2.    Management Agreement (Ritz-Carlton Hotel), dated as of April 19, 2001, by
      and between Manager and Seller

      -     First Amendment to Management Agreement dated December 27, 2002, by
            and between Manager and THI III GL Lessee, L.L.C.

      -     Second Amendment to Management Agreement dated September 23, 2003,
            effective as of June 9, 2003, by and between Manager and THI III GL
            Lessee, L.L.C.

      -     Third Amendment to Management Agreement dated August 13, 2004, by
            and between Manager and THI III GL Lessee, L.L.C.

      -     Fourth Amendment to Management Agreement dated December 23, 2004, by
            and between Manager and THI III GL Lessee, L.L.C.

3.    Management Agreement (Golf Course), dated as of April 19, 2001, by and
      between Manager and Seller

      -     First Amendment to Management Agreement dated December 27, 2002, by
            and between Manager and THI III GL Lessee, L.L.C.

      -     Second Amendment to Management Agreement dated September 23, 2003,
            effective as of June 9, 2003, by and between Manager and THI III GL
            Lessee, L.L.C.

      -     Third Amendment to Management Agreement dated August 13, 2004, by
            and between Manager and THI III GL Lessee, L.L.C.

      -     Fourth Amendment to Management Agreement dated December 23, 2004, by
            and between Manager and THI III GL Lessee, L.L.C.

                                      G-1
<PAGE>

4.    Marketing Rights and Marketing Desk Agreement, dated as of July 31, 2003,
      by and between THI III GL Lessee L.L.C. and Marriott Ownership Resorts,
      Inc.

5.    First Amended and Restated Resort Integration Agreement, dated as of April
      1, 2004, by and among THI III GL Lessee, L.L.C., Manager and Seller

                                      G-2
<PAGE>

                                    EXHIBIT H

                     FORM OF ESCROW INSTRUCTIONS FOR DEPOSIT

                               December ___, 2005

The Talon Group
111 N. Orange Avenue
Suite 1285
Orlando, Florida  32801
Attention:  Michael J. Moore, Esq.

      Re:   Deposit under Purchase and Sale Agreement (the "Agreement") dated
            December ___, 2005, by and between THI III GL Investments L.L.C.
            ("Seller") and CNL Hotels & Resorts, Inc. ("Purchaser")

Gentlemen and Ladies:

      Purchaser and Seller have entered into the Agreement pursuant to which
Purchaser agrees to purchase the resort known as Grande Lakes Resort in Orlando,
Florida, all as more particularly set forth in the Agreement. In accordance with
the Agreement, Purchaser is delivering herewith cash in the amount of Fifteen
Million Dollars ($15,000,000) (which, along with any interest earned thereon, is
hereinafter referred to as the "Deposit"). You are to hold the Deposit in escrow
and deliver it to Seller or Purchaser in accordance with these instructions.

      If, prior to 5 p.m. Eastern time on December 30, 2005, you receive a
notice from Purchaser stating that it is terminating the Agreement, you shall
immediately return the Deposit to Purchaser. If after December 30, 2005, you
receive a written statement from Seller ("Seller's Notice") stating that (i)
Purchaser is in default under the Agreement, and (ii) a copy of Seller's Notice
has been delivered to Purchaser, you shall, on the third (3rd) business day
after receipt of Seller's Notice, deliver the Deposit (by delivering cash,
certified check or some other form of immediately available funds), to Seller,
at c/o Thayer Lodging Group, Inc, Inc., 410 Severn Avenue, Suite 314, Annapolis,
Maryland 21403, or such other address as Seller may request, except that if you
receive written notice from Purchaser or Purchaser's counsel within two (2)
business days after Purchaser's receipt of Seller's Notice that Purchaser
disputes Seller's right to receive the Deposit and directs you not to make the
foregoing delivery, you shall not deliver the Deposit to Seller but

                                      H-1
<PAGE>

shall instead retain the Deposit or, if appropriate, interplead the Deposit in a
court of competent jurisdiction.

      If closing occurs under the Agreement, you shall apply the Deposit in
accordance with instructions from Purchaser and Seller. If you receive a written
statement from Purchaser ("Purchaser's Notice") stating that (A) Purchaser is
excused from performing under the Agreement, and that a copy of Purchaser's
Notice has been delivered to Seller, or (B) Seller is in default under the
Agreement, and that a copy of Purchaser's Notice has been delivered to Seller,
you shall, on the third (3rd) business day after receipt of Purchaser's Notice,
deliver the Deposit to Purchaser at c/o CNL Hospitality Corp., CNL Center at
City Commons, 450 South Orange Avenue, Orlando, Florida 32801, except that if
you receive written notice from Seller or Seller's counsel within two (2)
business days after receipt of Purchaser's Notice that Seller disputes
Purchaser's right to receive the Deposit and directs you not to make the
foregoing delivery, you shall not deliver the Deposit to Purchaser but shall
instead retain it or, if appropriate, interplead the Deposit in a court of
competent jurisdiction.

      You are not to disclose to any person (other than the parties hereto,
their employees, agents or independent contractors) any information about the
Agreement or its existence or this letter of instructions (except if requested
by either party or as may be required by court in any litigation or by law).

      You are to maintain the Deposit in a federally-insured interest-bearing
account in a financial institution in the Orlando, Florida metropolitan area,
and all interest accruing thereon shall be paid to the party entitled to the
Deposit under the terms of the Agreement. However, we understand that you assume
no responsibility for, nor will we hold you liable for, any loss accruing due to
bank failure and/or takeover by a federal regulatory agency, or which arises
solely from the fact that the escrow amount exceeds One Hundred Thousand Dollars
($100,000) and that the excess amount is not insured by the Federal Deposit
Insurance Corporation. Nor shall you be required to institute legal proceedings
of any kind pursuant to these instructions, nor be required to defend any legal
proceedings which may be instituted against you with respect to the subject
matter of these instructions unless you are requested to do so by Purchaser or
Seller and arrangements reasonably satisfactory to you have been made to
indemnify you against the cost and expense of such defense by the party making
such request. If any dispute shall arise with respect to these instructions,
whether such dispute arises between the parties hereto or between the parties
hereto and other persons, you may interplead such Deposit. Escrow Agent shall be
responsible only for the performance of such duties as are strictly set forth
herein and in no event shall Escrow Agent be liable for any act or failure to
act under the provisions of this letter except where such action or inaction is
the result of Escrow Agent's willful misconduct or gross negligence.

                                      H-2
<PAGE>

      Seller and Purchaser each hereby agrees to indemnify you and hold you
harmless against any loss, liability or damage (including the cost of litigation
and reasonable counsel fees) incurred in connection with the performance of your
duties hereunder except as a result of your willful misconduct or gross
negligence.

      Please indicate your agreement to comply with the foregoing instructions
by executing at least two copies of this letter and returning one to Purchaser's
counsel and one to Seller's counsel.

                                 Very truly yours,

                                 SELLER

WITNESS/ATTEST:                  THI III GL INVESTMENTS L.L.C.

___________________              By:_______________________________
                                 Name:_____________________________
                                 Its:______________________________

                                 PURCHASER

WITNESS/ATTEST:                  CNL HOTELS & RESORTS, INC.

___________________              By:_______________________________
                                 Name:_____________________________
                                 Its:______________________________

ACKNOWLEDGED AND AGREED:

THE TALON GROUP

By:____________________________
Name:__________________________
Its:___________________________
Date:__________________________

                                      H-3
<PAGE>

                                    EXHIBIT I

                         LIST OF ENVIRONMENTAL DOCUMENTS

1.    Phase I Environmental Site Assessment of Ritz Carlton/JW Marriott Grande
      Lakes Orlando Resort dated February 8, 2005 (On Site Date of October 25
      and 26, 2004) prepared by EMG for Barclays Capital, along with Reliance
      Letter issued by EMG dated October 13, 2005 on behalf of Thayer Lodging
      Group.

2.    Phase I Environmental Site Assessment Update dated March 2001 prepared by
      Evans Environmental & Geosciences ("EE&G") for Manager (EE&G Project
      Number 04202000714), along with Reliance Letter issued by EE&G dated March
      28, 2001 on behalf of Seller.

3.    Phase I Environmental Site Assessment Update dated May 2000 prepared by
      EE&G for Triarc International of Orlando, Inc. (EE&G Project Number
      0302001941), along with Reliance Letter issued by EE&G dated March 28,
      2001 on behalf of Seller.

4.    Phase I Environmental Site Assessment dated October 1997 prepared by EE&G
      for Manager (EE&G Project Number 9810093), along with Reliance Letter
      issued by EE&G dated March 28, 2001 on behalf of Seller.

5.    Final Microbial Air Testing Report prepared by Gobbell Hays Partners,
      Inc., dated July 18, 2003.

6.    Moisture Content Data and other documentation relating to moisture
      abatement from Munters Moisture Control Services dated 2004 and 2005.

                                       I-1
<PAGE>

                                    EXHIBIT J

                                   EXCEPTIONS

1.    The provisions of all laws, ordinances and regulations affecting the
      Property, including, without limitation, zoning laws, ordinances and
      regulations.

2.    The occupancy rights of transient lodging guests.

3.    The Space Leases.

4.    The liens of any real estate or personal property taxes, assessments, and
      water or sewer charges, not yet due and payable (subject to apportionment
      as described herein).

5.    The state of facts disclosed in the ALTA/ACSM Land Title Survey prepared
      by Donald W. McIntosh Associates, Inc. dated March 21, 2005 (17 pages),
      and any other rights, interest or claims arising from and after March 21,
      2005 affecting the land which an updated survey would disclose and which
      are not shown by the public records.

6.    Rights of the State of Florida based on the doctrine of the state's
      sovereign ownership of lands lying below the ordinary high water line of
      any navigable waters. (Affects Parcel I)

7.    Rights of upper and lower owners in and to the use of the waters of
      Shingle Creek and to the continued uninterrupted flow thereof. (Affects
      Parcel 1)

8.    Notice of Restrictions on Real Estate executed by Florida Land Company,
      Jacksonville Gas Corporation, Florida Gas Utilities Company, Florida
      Natural Gas Company and Florida Gas Appliance Company, joined by R.Y.
      Patterson, Jr. and Lorraine Patterson, his wife, H.L. Wilhite and Bonnie
      Wilhite, his wife, and R.N. Dosh and Doris S. Dosh, his wife, as Owners,
      dated June 26, 1972 and recorded June 30, 1972 in Official Records Book
      2244, Page 736.

9.    Water Reuse Agreement between and executed by each of Orange County,
      Florida, and Orlando Resort A Associates Limited Partnership and Orlando
      Resort B Associates Limited Partnership, dated November 29, 1994, and
      recorded March 28, 1995 in Official Records Book 4871, Page 3401.

10.   Project ABC Transportation Impact and Developer's Agreement by and between
      Orange County, Florida and SC Orlando, L.L.C., a Delaware limited

                                       J-1
<PAGE>

      liability Company, recorded March 2, 2000 in Official Records Book 5952,
      Page 4835.

11.   Agreement Regarding Allocation of Development Rights and Entitlements and
      Restrictive Covenants recorded in Official Records Book 6310, Page 2194.

      Note: As amended by the First Amendment and Partial Release recorded
            October 24, 2002 in Official Records Book 6650 at Page 401.

      Note: As modified by the Assignment of Development Rights and Entitlements
            in favor of Grande Plaza, L.L.C., recorded August 7, 2003 in
            Official Records Book 7038 at Page 2289.

      Note: As modified by the Assignment of Development Rights and Entitlements
            in favor of Alta Grande, Ltd., recorded August 7, 2003 in Official
            Records Book 7038 at Page 2305.

      Note: As modified by the Assignment of Development Rights and Entitlements
            in favor of John Young and Central Florida Parkway, L.L.C., recorded
            August 7, 2003 in Official Records Book 7038 at Page 2321.

12.   Use Agreement recorded in Official Records Book 6977, Page 4478.

13.   Declaration of Covenants, Conditions, Restrictions, Easements and
      Reservations for Grande Lakes Master Stormwater Management System recorded
      in Official Records Book 7038, Page 2091.

14.   Deed of Conservation Easements recorded in Official Records Book 7131,
      Page 3594 (Affects Parcel 1).

15.   Non-Exclusive Drainage Easement and Joint Utilization Agreement recorded
      in Official Records Book 7280, Page 235 (Affects Parcel 1).

16.   Grant of Easements recorded in Official Records Book 7280, Page 262
      (Affects Parcel 1).

17.   Grant of Easement recorded in Official Records Book 7507, Page 2178
      (Affects Parcel 4).

18.   Grant of Easement recorded in Official Records Book 7507, Page 2194
      (Affects Parcels 1, 4, and 5).

19.   Grant of Non-Exclusive Drainage Easements, Joint Utilization Agreement and
      Bill of Sale recorded in Official Records Book 7507, Page 2216.

20.   Matters reflected upon the plat of Grande Lakes Resort recorded August 6,
      2004 in Plat Book 58, Pages 23 through 26, inclusive, Public Records of
      Orange County, Florida.

                                      J-2
<PAGE>

21.   Terms and conditions of the Declaration of Covenants, Conditions,
      Restrictions, Easements and Reservations recorded in Official Records Book
      7565, Page 1177.

22.   Memorandum of Marketing Rights and Marketing Desk Agreement recorded in
      Official Records Book 7587, Page 3834.

23.   Notice of Commencement filed November 7, 2005, recorded in Official
      Records Book 8291, Page 204, Public Records of Orange County, Florida.

                                      J-3
<PAGE>

                                    EXHIBIT K

                             [INTENTIONALLY DELETED]

                                       K-1
<PAGE>

                                    EXHIBIT L

                                CAPITAL PROJECTS
                                  GRANDE LAKES

1.    COQUINA GRAND HALL UPGRADE

      Upgrade the Coquina Grand Hall at the JW Marriott Hotel as follows:

      -     Add coral stone to door frames

      -     Install wainscot to all walls to 6 feet level

      -     Install styrofoam crown molding at 12 and 25 feet levels

      -     Hide or relocate pipes throughout the hall

      -     Paint walls from top of 12 foot crown molding to ceiling

      -     Add vinyl wallcovering between the wainscot and 12 foot crown
            molding

      -     Estimated cost: $600,000

2.    WIRELESS CONNECTIVITY

      Install a wireless antenna system in the hotels, spa and common areas
      throughout the Resort at an estimated cost of $2,090,517.02, as detailed
      in Schedule A attached hereto.

                                       L-1
<PAGE>

                                   SCHEDULE A

                  GRANDE LAKES DAS INSTALLATION COST BREAKDOWN
                                   10/26/2005

<TABLE>
<CAPTION>
                                   JWCC V&DW/S   JWHT V&DW/S   JWBR V&DW/S   JWPOOL V&DW/S   RZCC V&DW/S   RZH V&DW/S
WITH SPECTRALINK INFRASTRUCTURE    CONF.CTR.    HOTEL TOWER   BALL ROOMS        POOLS        CONF.CTR.    HOTEL TOWER
--------------------------------   -----------   -----------   -----------   -------------   -----------   -----------
<S>                                <C>           <C>           <C>           <C>             <C>           <C>
DAS Voice Equipment                $231,772.50   $206,010.00   $11,445.00     $22,890.00     $ 68,670.00   $171,675.00
DAS Data Equipment                 $ 42,405.00   $ 88,665.00   $ 5,782.50     $ 3,855.00     $ 25,057.50   $ 59,752.50
Antennas                           $  5,460.00   $  9,230.00   $   520.00     $   330.00     $  3,315.00   $  7,735.00
Cabling Voice                      $ 67,512.79   $105,753.94   $ 4,943.75     $ 3,605.50     $ 48,804.71   $124,996.08
Cabling Data                       $  5,008.00   $  4,078.00   $   647.00     $   358.00     $  3,144.00   $  3,315.00
Power Equipment                    $ 10,000.00   $         -   $        -     $        -     $         -   $         -
Cabling Services Voice             $ 57,199.41   $ 90,739.06   $ 4,816.50     $ 4,945.25     $ 41,253.94   $150,754.65
Cabling Services Data              $  3,010.50   $  4,775.74   $   253.50     $   260.75     $  2,171.26   $  7,934.46
Equipment Installation Services
  Voice                            $ 47,055.80   $ 38,149.80   $ 6,329.10     $ 2,905.45     $ 28,097.70   $ 31,149.10
Equipment Installation Services
  Data                             $ 17,404.20   $ 14,110.20   $ 2,340.90     $ 1,074.60     $ 10,392.30   $ 11,520.90
Taxes and Shipping                 $         -   $         -   $        -     $        -     $         -   $         -

Total Cost Voice                   $403,540.50   $440,652.80   $27,534.35     $34,355.15     $186,826.35   $478,574.83
Total Cost Data                    $ 67,827.70   $111,628.94   $ 9,023.90     $ 5,548.35     $ 40,765.06   $ 82,522.86
Total Other Cost                   $ 15,460.00   $  9,230.00   $   520.00     $   330.00     $  3,315.00   $  7,735.00
Total Cost                         $486,828.19   $561,551.74   $37,078.25     $40,233.50     $230,906.41   $568,832.68

<CAPTION>
                                   RZPOOL V&DW/S   RZSPA V&DW/S   RZGOLF V&DW/S     RZNBR V&D
WITH SPECTRALINK  INFRASTRUCTURE     POOLS             SPA          GOLF CLUB     NEW BALLROOM     GRAND TOTAL
--------------------------------   -------------   ------------   -------------   -------------   -------------
<S>                                <C>             <C>            <C>             <C>             <C>
DAS Voice Equipment                 $11,445.00      $11,445.00      $22,890.00      $11,445.00    $  769,687.50
DAS Data Equipment                  $ 1,927.50      $ 5,782.50      $ 3,855.00      $ 7,710.00    $  244,792.50
Antennas                            $   165.00      $   780.00      $   325.00      $ 1,040.00    $   28,900.00
Cabling Voice                       $ 2,297.75      $ 8,630.75      $ 6,135.75      $ 7,694.00    $  380,375.02
Cabling Data                        $   398.00      $   412.00      $   358.00      $        -    $   17,718.00
Power Equipment                     $        -      $        -      $        -      $        -    $   10,000.00
Cabling Services Voice              $ 4,063.63      $ 8,345.75      $ 8,918.13      $ 3,952.00    $  374,997.30
Cabling Services Data               $   213.88      $   439.25      $   469.38      $   208.00    $   19,736.70
Equipment Installation Services
  Voice                             $ 3,949.30      $ 6,197.70      $ 4,438.40      $10,074.00    $  178,346.30
Equipment Installation Services
  Data                              $ 1,460.70      $ 2,292.30      $ 1,641.60      $ 3,726.00    $   65,963.70
Taxes and Shipping                  $        -      $        -      $        -      $        -    $           -

Total Cost Voice                    $21,755.68      $34,619.20      $42,382.28      $33,165.00    $1,703,406.12
Total Cost Data                     $ 4,000.08      $ 8,926.05      $ 6,323.98      $11,644.00    $  348,210.90
Total Other Cost                    $   165.00      $   780.00      $   325.00      $ 1,040.00    $   38,900.00
Total Cost                          $25,920.75      $45,325.25      $49,031.25      $45,849.00    $2,090,517.02
</TABLE>

                                                                          Page 9

                                      L-2
<PAGE>

                                    EXHIBIT M

                                PENDING CONTRACTS

<TABLE>
<CAPTION>
WHOLESALER NAME           HOTEL CONTRACTED                CONTRACT DATES
<S>                       <C>                             <C>
AnaHallo Tours            Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
Emirates                  Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
First Choice/Sovereign    Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
GOGO- Liberty Travel      Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
Holiday Network           Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
Kintetsu                  Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
Mark Travel               Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
Premier Travel            Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
Privilege Tourism         Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
Tourico Holidays          Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
World of Travel           Ritz-Carlton/ JW Marriott       Jan. 01- Dec. 31, 2006
</TABLE>

                                      M-1
<PAGE>

                                    EXHIBIT N

                                   LITIGATION

Litigation:

Gene Versage v. Marriott International, Inc. - Case #6-05-CV-974-ORL-19JGG
(employment discrimination case)

Claims:

<TABLE>
<CAPTION>
                                                           CLAIMANT   TOTAL      TOTAL
CLAIM #     DOI        UNIT NAME     CLAIMANT TYPE         STATUS     PAIDS      INCURS
-------   --------    -----------   ------------------     --------   --------   ---------
<S>       <C>         <C>           <C>                    <C>        <C>        <C>
104820    07/29/05    JW Marriott   EPLI                   Open           0.00   12,500.00
105885    10/15/05    JW Marriott   EPLI                   Open         950.00    8,500.00
097286    08/28/05    JW Marriott   GL - Alleged Theft     Open           0.00      100.00
102756    10/29/05    JW Marriott   GL - Alleged Theft     Open           0.00      100.00
103118    11/02/05    JW Marriott   GL - Alleged Theft     Open           0.00      100.00
103151    11/02/05    JW Marriott   GL - Alleged Theft     Open           0.00       25.00
103437    11/06/05    JW Marriott   GL - Alleged Theft     Open           0.00      100.00
103551    11/03/05    JW Marriott   GL - Alleged Theft     Open           0.00       50.00
103917    11/11/05    JW Marriott   GL - Alleged Theft     Open           0.00        0.00
104360    11/03/05    JW Marriott   GL - Alleged Theft     Open           0.00       50.00
105905    12/05/05    JW Marriott   GL - Alleged Theft     Open           0.00       50.00
106643    12/12/05    JW Marriott   GL - Alleged Theft     Open           0.00      100.00
                                    GL - General
043098    07/29/03    JW Marriott   Liability              Open           0.00   10,000.00
                                    GL - General
048324    10/11/03    JW Marriott   Liability              Open       3,997.28   54,000.00
                                    GL - General
048365    10/11/03    JW Marriott   Liability              Open       1,941.75   13,500.00
                                    GL - General
053913    01/10/04    JW Marriott   Liability              Re-Open        0.00    1,500.00
                                    GL - General
062507    05/14/04    JW Marriott   Liability              Open           0.00      500.00
                                    GL - General
067166    07/21/04    JW Marriott   Liability              Open           0.00    1,500.00
                                    GL - General
068737    08/10/04    JW Marriott   Liability              Open           0.00   10,000.00
                                    GL - General
069231    08/16/04    JW Marriott   Liability              Open           0.00   15,000.00
                                    GL - General
070941    09/11/04    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
081298    11/30/04    JW Marriott   Liability              Open           0.00       50.00
                                    GL - General
081846    02/24/05    JW Marriott   Liability              Open           0.00    1,000.00
                                    GL - General
081853    12/19/04    JW Marriott   Liability              Open           0.00   20,000.00
                                    GL - General
085866    04/21/05    JW Marriott   Liability              Open         128.68      500.00
                                    GL - General
088116    05/20/05    JW Marriott   Liability              Open           0.00      750.00
                                    GL - General
091702    07/01/05    JW Marriott   Liability              Open           0.00    1,000.00
                                    GL - General
</TABLE>

                                       N-1
<PAGE>

<TABLE>
<CAPTION>
                                                           CLAIMANT   TOTAL      TOTAL
CLAIM #     DOI        UNIT NAME     CLAIMANT TYPE         STATUS     PAIDS      INCURS
-------   --------    -----------   ------------------     --------   --------   ---------
<S>       <C>         <C>           <C>                    <C>        <C>        <C>
096640    08/22/05    JW Marriott   Liability              Open           0.00      750.00
                                    GL - General
099403    09/23/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
099884    09/29/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
100048    10/01/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
100455    10/03/05    JW Marriott   Liability              Open           0.00       50.00
                                    GL - General
100722    10/07/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
100771    10/08/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
101492    10/13/05    JW Marriott   Liability              Open           0.00      400.00
                                    GL - General
103538    11/07/05    JW Marriott   Liability              Open         428.00      450.00
                                    GL - General
103942    11/12/05    JW Marriott   Liability              Open           0.00      500.00
                                    GL - General
104028    11/10/05    JW Marriott   Liability              Open           0.00      250.00
                                    GL - General
104036    11/13/05    JW Marriott   Liability              Open           0.00    2,000.00
                                    GL - General
104392    11/16/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
104421    11/16/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
105210    11/28/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
105264    11/28/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
105424    12/01/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
105740    12/04/05    JW Marriott   Liability              Open           0.00      100.00
                                    GL - General
106276    12/10/05    JW Marriott   Liability              Open           0.00      100.00
101874    10/12/05    JW Marriott   WC - Medical           Open         106.39      106.39
103010    11/01/05    JW Marriott   WC - Medical           Open       1,056.99    1,056.99
103169    11/03/05    JW Marriott   WC - Medical           Open         746.09      746.09
105122    11/26/05    JW Marriott   WC - Medical           Open           0.00        0.00

097112    08/08/05    Ritz-Carlton  EPLI                   Open          50.00   10,000.00
103417    11/04/05    Ritz-Carlton  GL - Alleged Theft     Open           0.00      100.00
104071    11/11/05    Ritz-Carlton  GL - Alleged Theft     Open           0.00       10.00
105067    10/28/05    Ritz-Carlton  GL - Alleged Theft     Open       2,736.00    2,750.00
105915    12/06/05    Ritz-Carlton  GL - Alleged Theft     Open           0.00       50.00
                                    GL - General
042909    07/28/03    Ritz-Carlton  Liability              Re-Open       81.60      100.00
                                    GL - General
054449    01/19/04    Ritz-Carlton  Liability              Open           0.00    3,000.00
                                    GL - General
057368    12/06/03    Ritz-Carlton  Liability              Open           0.00    5,000.00
                                    GL - General
066321    07/10/04    Ritz-Carlton  Liability              Open           0.00   10,000.00
                                    GL - General
089690    03/18/05    Ritz-Carlton  Liability              Open           0.00    3,000.00
                                    GL - General
090877    06/24/05    Ritz-Carlton  Liability              Open           0.00      500.00
                                    GL - General
</TABLE>

                                       N-2
<PAGE>

<TABLE>
<CAPTION>
                                                           CLAIMANT   TOTAL      TOTAL
CLAIM #     DOI        UNIT NAME     CLAIMANT TYPE         STATUS     PAIDS      INCURS
-------   --------    -----------   ------------------     --------   --------   ---------
<S>       <C>         <C>           <C>                    <C>        <C>        <C>
096284    08/19/05    Ritz-Carlton  Liability              Open           0.00    1,000.00
                                    GL - General
097774    09/05/05    Ritz-Carlton  Liability              Open           0.00      100.00
                                    GL - General
102221    10/23/05    Ritz-Carlton  Liability              Open           0.00      100.00
                                    GL - General
102334    10/24/05    Ritz-Carlton  Liability              Open           0.00       50.00
                                    GL - General
103019    11/01/05    Ritz-Carlton  Liability              Open         726.73      750.00
                                    GL - General
105152    11/26/05    Ritz-Carlton  Liability              Open           0.00      100.00
060721    04/20/04    Ritz-Carlton  WC - Indemnity         Re-Open      349.80    1,500.00
101460    10/15/05    Ritz-Carlton  WC - Medical           Open         397.90      397.90
102570    10/15/05    Ritz-Carlton  WC - Medical           Open         283.66      283.66
105585    12/02/05    Ritz-Carlton  WC - Medical           Open           0.00        0.00
</TABLE>

                                       N-3
<PAGE>

                                    EXHIBIT O

                          FORM OF SPECIAL WARRANTY DEED

This instrument was prepared
by and should be returned to:

Richard J. Fildes, Esquire
Lowndes, Drosdick, Doster, Kantor
  & Reed, P.A.
Post Office Box 2809
Orlando, Florida  32802-2809
Tax Folio #________________

                              SPECIAL WARRANTY DEED

            THIS SPECIAL WARRANTY DEED, made and executed as of the _____ day of
_____________, 200__, by _____________________________, a ___________________,
whose address is _____________________________________________ (hereinafter
referred to as the "Grantor") to _______________________, a
_____________________, whose address is
____________________________________________ (hereinafter referred to as the
"Grantee");

                              W I T N E S S E T H:

            That the Grantor, for and in consideration of the sum of TEN DOLLARS
($10.00) and other valuable considerations, the receipt and sufficiency of which
are hereby acknowledged by these presents does grant, bargain, sell, alien,
remise, release, convey, and confirm unto the Grantee that certain piece, parcel
or tract of land situated in Orange County, Florida more particularly described
as follows, to wit:

                         SEE EXHIBIT "A" ATTACHED HERETO
                    AND BY THIS REFERENCE MADE A PART HEREOF

(hereinafter referred to as the "Subject Property");

                                      O-1
<PAGE>

            TOGETHER WITH all the tenements, hereditaments, easements and
appurtenances, including riparian rights, if any, thereto belonging or in
anywise appertaining;

            TO HAVE AND TO HOLD the Subject Property in fee simple forever.

            AND the Grantor does hereby covenant with and warrant to the Grantee
that the Grantor is lawfully seized of the Subject Property in fee simple; that
the Grantor has good right and lawful authority to sell and convey the Subject
Property; and that the Grantor fully warrants the title to the Subject Property
and will defend the same against the lawful claims of all persons claiming by,
through or under the Grantor, but against none other.

            THE conveyance made herein, however, is expressly made SUBJECT TO ad
valorem real property taxes and assessments for the year 200__ and thereafter,
and those matters listed on EXHIBIT "B" attached hereto and incorporated herein
by this reference, provided that this reference shall not operate to reimpose
the same.

            IN WITNESS WHEREOF, the Grantor has caused these presents to be
executed in manner and form sufficient to bind it as of the day and year first
above written.

Signed, sealed and delivered
in the presence of:
                         _____________________________,
                                                       a
__________________________________________

____________________________________        By: ______________________________
Name: ______________________________            Name: ________________________
_______________________
                                                Title: _______________________
_______________________

____________________________________        Address:
Name: ______________________________
        ________________________

        ________________________

                                      O-2
<PAGE>


STATE OF _______________
COUNTY OF ______________

            The foregoing instrument was acknowledged before me this ___ day of
________________, 200__ by ___________________, as ________________ of
__________________________, a ____________________, on behalf of the
_____________. He (She) is personally known to me or has produced
_______________________ as identification.

                                        _______________________________
(NOTARY SEAL)                             Notary Public Signature

                                        _______________________________
                                        Typed or Printed Notary Name _________
                                        Notary Public-State of ____________
                                        Commission No.: ___________
                                        My Commission Expires: __________

                                      O-3
<PAGE>

                                   EXHIBIT "A"

                                      O-4
<PAGE>

                                   EXHIBIT "B"

                                      O-5
<PAGE>

                                    EXHIBIT P

                              FORM OF BILL OF SALE

                                  BILL OF SALE

            THIS BILL OF SALE (the "Bill of Sale") is made and entered into as
of the __day of ____________, 200__, by and between ___________________________,
a __________________ ("Seller") and ______________________________,
a___________________ ("Buyer");

                              W I T N E S S E T H:

            WHEREAS, Seller and Buyer are parties to that certain Purchase and
Sale Agreement dated _________ __, 200__ (the "Agreement"), pursuant to which
Seller has agreed, among other things, to sell, assign, transfer and convey to
Buyer the Property (as defined in the Agreement); and

            WHEREAS, in connection with the sale and purchase of the Property,
Seller has agreed to sell, transfer and convey to Buyer all of Seller's right,
title and interest in and to the FF&E, the Fixed Asset Supplies, and the
Inventories. Unless otherwise defined herein, all capitalized terms used in this
Bill of Sale shall have the meaning given to such term in the Agreement, and
this Bill of Sale shall be subject to and qualified by the terms of the
Agreement.

            NOW, THEREFORE, in consideration of the foregoing and Ten Dollars
($10.00) and other good and valuable consideration in hand paid by Buyer to
Seller, the receipt and sufficiency of which are hereby acknowledged, Seller and
Buyer do hereby agree as follows:

            1. Seller does hereby sell, transfer and convey to Buyer all of
Seller's rights title and interest in and to the FF&E, the Fixed Asset Supplies,
and the Inventories and Buyer hereby purchases and accepts all of said right,
title and interest in and to the FF&E, the Fixed Asset Supplies, and the
Inventories.

            2. EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH 2 BELOW OR IN THE
AGREEMENT, ALL OF THE FF&E, THE FIXED ASSET SUPPLIES AND THE INVENTORIES ARE
HEREBY SOLD, TRANSFERRED AND CONVEYED TO BUYER ON AN "AS IS", "WHERE IS", "WITH
ALL FAULTS" BASIS, WITHOUT RECOURSE, REPRESENTATION, IMPLIED OR EXPRESS
WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO
THE PERSONAL

                                      P-1
<PAGE>

PROPERTY, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OR ARISING BY OPERATION
OF LAW, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. Notwithstanding the foregoing to the contrary, Seller
does hereby warrant to Buyer that the FF&E, the Fixed Asset Supplies and the
Inventories are all free and clear of any and all claims , liens or encumbrances
of whatsoever nature; EXCEPTING ONLY the Permitted Exceptions.

            3. This Bill of Sale may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instruments and
any of the parties hereto may execute this Bill of Sale by signing any such
counterpart.

            IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale
as of the date first above written.

Signed, sealed and delivered
In the presence of:                      "SELLER":
                                         ______________________________________
                                         a ____________________________________

__________________________________       By: __________________________________
Printed Name: ____________________       Name: ________________________________
                                         Title: _______________________________

Printed Name: ____________________


                                        "BUYER":

                                         ______________________________________
                                         a ____________________________________

__________________________________       By:__________________________________
Printed Name: ____________________       Name: _______________________________
                                         Title: ______________________________

__________________________________
Printed Name: ____________________

                                      P-2
<PAGE>

                                    EXHIBIT Q

              FORM OF ASSIGNMENT OF PERMITS AND INTANGIBLE PROPERTY

                  ASSIGNMENT OF PERMITS AND INTANGIBLE PROPERTY

            THIS ASSIGNMENT OF PERMITS AND INTANGIBLE PROPERTY (this
"Assignment") is made and entered into as of the ___day of ________, 200__, by
_____________________________, a ____________________having a mailing address at
_____________________________________("Assignor") to and in favor of ___
_________________, a ____________, having a mailing address at
___________("Assignee");

                              W I T N E S S E T H:

            WHEREAS, Assignor and Assignee are parties to that certain Purchase
and Sale Agreement dated _________ __, 200__ (the "Agreement"), pursuant to
which Assignor has agreed, among other things, to sell, assign, transfer and
convey to Assignee the Property (as defined in the Agreement); and

            WHEREAS, in connection with the sale and purchase of the Property,
Assignor has agreed to assign to Assignee all of Assignor's right, title and
interest in and to the Permits and the Intangible Property, to the extent that
such right, title and interest is assignable by Assignor. Unless otherwise
defined herein, all capitalized terms used in this Assignment shall have the
meaning given to such term in the Agreement, and this Assignment shall be
subject to and qualified by the terms of the Agreement.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's
right, title and interest in and to the Permits and the Intangible Property, to
the extent that such right, title and interest is assignable by Assignor.
Assignor covenants with Assignee that Assignor will execute or procure any
additional documents necessary to establish the rights of the Assignee
hereunder. This Assignment shall be binding upon and inure to the benefit of
Assignor, Assignee and their respective successors and assigns.

                                      Q-1
<PAGE>

            IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date set forth above.

Signed, sealed and delivered
In the presence of:
                                         ______________________________________
                                         a ____________________________________

                                         By: __________________________________
___________________________________      Name: ________________________________
Witness Name: _____________________      Title: _______________________________

                                         (CORPORATE SEAL)
___________________________________
Witness Name: _____________________

                                      Q-2
<PAGE>

                                    EXHIBIT R

          FORM OF ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS, ROOMS
                        AGREEMENTS AND EQUIPMENT LEASES

                 ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS,
                      ROOMS AGREEMENTS AND EQUIPMENT LEASES

            THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS, ROOMS
AGREEMENTS AND EQUIPMENT LEASES (this "Assignment") is made and entered into as
of the ___day of ______________, 200__, by and between
_____________________________, a ____________________having a mailing address at
_____________________________________("Assignor"), and _________________, a
____________, having a mailing address at ___________("Assignee");

                              W I T N E S S E T H:

            WHEREAS, Assignor and Assignee are parties to that certain Purchase
and Sale Agreement dated _____________ __, 200__ (the "Agreement"), pursuant to
which Assignor has agreed, among other things, to sell, assign, transfer and
convey to Assignee the Property (as defined in the Agreement); and

            WHEREAS, in connection with the sale and purchase of the Property,
Assignor has agreed to assign to Assignee all of Assignor's right, title and
interest in and to the Service Contracts, Rooms Agreements and Equipment Leases,
and Assignee has agreed to assume from Assignor all of Assignor's obligations
and liabilities arising from and after the Apportionment Date with respect to
the Service Contracts, Rooms Agreements and Equipment Leases. Unless otherwise
defined herein, all capitalized terms used in this Assignment shall have the
meaning given to such term in the Agreement, and this Assignment shall be
subject to and qualified by the terms of the Agreement.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:

1. Assignment. Assignor hereby assigns, transfers, and conveys to Assignee all
of Assignor's right, title and interest in and to the Service Contracts, Rooms
Agreements and Equipment Leases.

                                      R-1
<PAGE>

2. Assumption. Assignee hereby assumes all liabilities and obligations of
Assignor under the Service Contracts, Rooms Agreements and Equipment Leases
arising from and after the Apportionment Date and agrees to perform all
obligations of Assignor under the Service Contracts, Rooms Agreements and
Equipment Leases.

3. Further Assurances. Assignor covenants with Assignee and Assignee covenants
with Assignor that each will execute or procure any additional documents
necessary to establish the rights of the other hereunder.

4. Counterparts. This Assignment may be executed by the parties in counterparts,
in which event the signature pages thereof shall be combined in order to
constitute a single original document.

5. Binding Effect. This Assignment shall be binding upon and inure to the
benefit of Assignor, Assignee and their respective successors and assigns.

                                      R-2
<PAGE>

            IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date set forth above.

Signed, sealed and delivered
In the presence of:
                                         _____________________________________
                                         a ___________________________________

                                         By: _________________________________
___________________________________      Name: _______________________________
Witness Name: _____________________      Title: ______________________________

                                         (CORPORATE SEAL)

___________________________________
Witness Name: _____________________

                                         _____________________________________
                                         a ___________________________________


                                         By: _________________________________
___________________________________      Name: _______________________________
Witness Name: _____________________      Title: ______________________________

                                         (CORPORATE SEAL)

___________________________________
Witness Name: _____________________

                                      R-3
<PAGE>

                                    EXHIBIT S

           FORM OF ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT

               ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT

            THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (this
"Assignment") is made and entered into as of the ___day of ________, 200__, by
and between _____________________________, a ____________________having a
mailing address at _____________________________________("Assignor"), and
_________________, a ____________, having a mailing address at
___________("Assignee");

                              W I T N E S S E T H:

            WHEREAS, Assignor and Assignee are parties to that certain Purchase
and Sale Agreement dated _________ __, 200__ (the "Agreement"), pursuant to
which Seller has agreed, among other things, to sell, assign, transfer and
convey to Assignee the Property (as defined in the Agreement); and

            WHEREAS, in connection with the sale and purchase of the Property,
Assignor has agreed to assign to Assignee all of Assignor's right, title and
interest in and to, and Assignee has agreed to assume from Assignor all of
Assignor's obligations and liabilities under, the Development Agreement arising
from and after Apportionment Date. Unless otherwise defined herein, all
capitalized terms used in this Assignment shall have the meaning given to such
term in the Agreement, and this Assignment shall be subject to and qualified by
the terms of the Agreement.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:

1. Assignment. Assignor hereby assigns, transfers, and conveys to Assignee all
of Assignor's right, title and interest in and to the Development Agreement.

2. Assumption. Assignee hereby assumes all liabilities and obligations of
Assignor under the Development Agreement which arise from and after the
Apportionment Date and agrees to perform all obligations of Assignor under the
Development Agreement.

                                      S-1
<PAGE>

3. Further Assurances. Assignor covenants with Assignee and Assignee covenants
with Assignor that each will execute or procure any additional documents
necessary to establish the rights of the other hereunder.

4. Counterparts. This Assignment may be executed by the parties in counterparts,
in which event the signature pages thereof shall be combined in order to
constitute a single original document.

5. Binding Effect. This Assignment shall be binding upon and inure to the
benefit of Assignor, Assignee and their respective successors and assigns.

            IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date set forth above.

Signed, sealed and delivered
In the presence of:
                                         ______________________________________
                                         a ____________________________________

                                         By: __________________________________
___________________________________      Name: ________________________________
Witness Name: _____________________      Title: _______________________________

                                         (CORPORATE SEAL)

___________________________________
Witness Name: _____________________

                                         ______________________________________
                                         a ____________________________________

                                         By: __________________________________
___________________________________      Name: ________________________________
Witness Name: _____________________      Title: _______________________________

                                         (CORPORATE SEAL)

___________________________________
Witness Name: _____________________

                                      S-2
<PAGE>

                            ACKNOWLEDGED AND AGREED:

      The undersigned hereby consents to the foregoing Assignment and Assumption
of Development Agreement.

WITNESS:                                 [____________________________]

__________________________               By:_____________________(SEAL)
                                              Name:____________________
                                              Title: Vice President

                                      S-3
<PAGE>

                                    EXHIBIT T

                            FORM OF OWNER'S AFFIDAVIT

                                OWNER'S AFFIDAVIT

      The undersigned hereby certifies to First American Title Insurance Company
(the "TITLE COMPANY") that:

      1. The undersigned is the owner of the property described on EXHIBIT A"
attached hereto and by this reference made a part hereof (the "SUBJECT
PROPERTY").

      2. To the actual knowledge of the undersigned, except for work that has
been performed or is currently being performed or supplies that have been
furnished or are currently being furnished by the materialmen, suppliers and
contractors identified on Schedule 1 attached hereto, there are no past due
bills for the performance of labor at, or the provision of materials or supplies
for, the Subject Property performed or provided at the written request, or with
the written approval, of the undersigned.

      3. The undersigned has not entered into any mortgages encumbering the
Subject Property or improvements thereon that have not been fully performed or
satisfied or released, except as set forth in that certain title commitment (the
"TITLE COMMITMENT") dated [_________________], 2005, issued by the Title Company
and identified as No. [___________].

      4. The undersigned is not a party to any proceedings by any agency or
authority, public or private, that levies taxes or assessments, which may result
in an increase in taxes or assessments affecting the Subject Property for any
period prior to the date hereof and which are not shown by the public records.

      5. The only permitted occupants of the Subject Property are hotel guests
and tenants under leases (and their subtenants) with rights of possession only,
which leases are listed on the lease summary attached as Schedule 2, and any
person or entity identified on Schedule B to the Title Commitment. The
undersigned has not entered into any options to purchase the Subject Property or
rights of first refusal to purchase the Subject Property either pursuant to
written leases or by separate agreements.

      6. The undersigned has not entered into any unrecorded sale contracts,
deeds, mortgages or purchase options affecting the Subject Property or
improvements thereon, which are presently in effect and will survive the
transfer to [__________], a [_________] ("BUYER"), except as set forth in the
Title Commitment and except for the purchase agreement with and deed to Buyer.

                                      T-1
<PAGE>

      7. That there are no suits, judgments, bankruptcies or executions pending
against the undersigned in any court whatever that could in any way affect the
title to the Subject Property or constitute a lien thereon. The undersigned does
not intend to file bankruptcy under the US Code and the present transaction
involving the sale of the subject Property is not made for purposes of
hindering, delaying or defrauding any creditors of the undersigned.

                                      T-2
<PAGE>

      The undersigned makes these statements for the purpose of inducing the
Title Company to issue the endorsements to one or more of the owner's policy
issued pursuant to the Title Commitment.

      This Certificate is dated as of the ___ day of [__________], 2005.

                                         _________________________________,
                                         a _______________________________

                                         By:   _______________________
                                         Name: _______________________
                                         Title:_______________________

STATE OF _______________
COUNTY OF ______________

            The foregoing instrument was acknowledged before me this ___ day of
________________, 20__ by ___________________, as ___________ of
__________________________, a ____________________, on behalf of the
_____________. He (She) is personally known to me or has produced
_______________________ as identification.

                                         ___________________________________
(NOTARY SEAL)                                Notary Public Signature

                                         ___________________________________
                                         Typed or Printed Notary Name
                                         Notary Public-State of_____________
                                         Commission No.:____________________
                                         My Commission Expires:_____________

                                      T-3
<PAGE>

                                    EXHIBIT U

                           FORM OF FIRPTA CERTIFICATE

                       CERTIFICATION OF NON-FOREIGN STATUS

            Section 1445 of the Internal Revenue Code provides that a transferee
(buyer) of a U.S. real property interest must withhold tax if the transferor
(seller) is a foreign person. To inform the transferee (buyer) that withholding
of tax is not required upon the disposition of a U.S. real property interest by
_______________________________________, a ______________________ ("SELLER"),
the undersigned hereby certifies the following on behalf of Seller:

            1. Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations). Seller is not a "disregarded entity" (as such
term is defined in the Internal Revenue Code and Income Tax Regulations).

            2. Seller's U.S. employer identification number is
[_______________].

            3. Seller's office address is: _____________________________________

            4. Seller understands that this certification may be disclosed to
the Internal Revenue Service by the transferee (buyer) and that any false
statement contained herein could be punished by fine, imprisonment, or both.

            Under penalties of perjury, the undersigned declares that he has
examined this certification and to the best of his knowledge and belief it is
true, correct and complete, and he further declares that he has the authority to
sign this document on behalf of Seller.

            Dated as of the __ day of _________________, 200__.

                                                 SELLER:

                                         __________________________________,
                                         a _________________________________

                                         By:    ____________________________
                                         Name:  ____________________________
                                         Title: ____________________________

                                      U-1
<PAGE>

                                    EXHIBIT V

                ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT

      THIS ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT (this "Agreement")
is made as of _____________, 20___ (the "Effective Date"), by and between
_______________________ ("Assignor") and ________________________ ("Assignee").

                                    RECITALS:

      A. Assignor and ___________________________ ("MANAGER") are parties to
that certain Management Agreement, dated as of __________________, relating to
the _________________________ (the "HOTEL") (the "MANAGEMENT AGREEMENT").

      B. Assignor is conveying all of its right, title and interest in and to
the Hotel to Assignee as of the date hereof.

      C. Assignor desires to assign to Assignee all of Assignor's right, title
and interest in and to the Management Agreement, and Assignee desires to assume
the rights and obligations of Assignor with respect to the Management Agreement.

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:

      1. Assignment. Assignor hereby sells, assigns, conveys, transfers and
grants to Assignee all of Assignor's right, title and interest in, to and under
the Management Agreement.

      2. Assumption. Assignee hereby accepts all of Assignor's right, title and
interest in, to and under the Management Agreement, agrees to be bound by the
Management Agreement, and assumes all the duties, obligations and liabilities of
Assignor under or with respect to the Management Agreement.

      3. Indemnity. Assignor hereby agrees to protect, indemnify, defend and
hold Assignee harmless from and against any and all claims, damages, losses,
liabilities, costs and expenses (including reasonable attorneys' fees) arising
out of or relating to the Management Agreement and accruing prior to the
Effective Date. Assignee hereby agrees to protect, indemnify, defend and hold
Assignor harmless from and against any and all claims, damages, losses,
liabilities, costs and expenses (including reasonable attorneys' fees) arising
out of or relating to the Management Agreement and accruing on or after the
Effective Date.

      4. Further Assurances. Promptly upon request of the other party, Assignor
and Assignee shall each execute, acknowledge (as appropriate) and deliver to the
other such further assurances and take such further actions as may be reasonably
required or appropriate to perfect the assignment and assumption of the
Management Agreement and

                                       V-1
<PAGE>

otherwise carry out the intent and purpose of this Agreement, provided that
neither party shall incur any material additional cost, expense or obligation in
connection with any act that the other party may request.

      5. Binding Effect. The terms, covenants, conditions and obligations
imposed upon each party herein shall be binding upon the successors and assigns
of such party.

      6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute one and the same instrument. Such executed counterparts may be
delivered by facsimile which, upon transmission to the other party, shall have
the same force and effect as delivery of the original signed counterpart. The
submission of an unsigned copy of this Agreement or an electronic instrument
with or without electronic signature to either party shall not constitute an
offer or acceptance. This Agreement shall become effective and binding only upon
execution and delivery of this Agreement in non-electronic form by both parties
in accordance with this Section.

                        [Signatures follow on next page]

                                      V-2
<PAGE>

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

                                    ASSIGNOR:

WITNESS:  [_________________________]

___________________________________      By:______________________________(SEAL)
                                             Name:  ___________________________
                                             Title: ___________________________

                                    ASSIGNEE:

WITNESS:  [_________________________]

___________________________________      By:______________________________(SEAL)
                                              Name:  __________________________
                                              Title: __________________________

                            ACKNOWLEDGED AND AGREED:

      The undersigned, as Manager of the Hotel, hereby consents to the foregoing
Assignment and Assumption of Management Agreement.

                                    MANAGER:

WITNESS: [__________________________]

___________________________________      By:______________________________(SEAL)
                                              Name:  __________________________
                                              Title: Vice President

                                       V-3
<PAGE>

                                    EXHIBIT W

                FORM OF ASSIGNMENT AND ASSUMPTION OF SPACE LEASES

                    ASSIGNMENT AND ASSUMPTION OF SPACE LEASES

      THIS ASSIGNMENT AND ASSUMPTION OF SPACE LEASES (this "Assignment") is made
and entered into as of the ___day of _________, 200__, by and between
_____________________________, a ____________________having a mailing address at
_____________________________________("Assignor"), and _________________, a
____________, having a mailing address at ___________("Assignee");

                              W I T N E S S E T H:

            WHEREAS, Assignor and Assignee are parties to that certain Purchase
and Sale Agreement dated _________ __, 200__ (the "Agreement"), pursuant to
which Assignor has agreed, among other things, to sell, assign, transfer and
convey to Assignee the Property (as defined in the Agreement); and

            WHEREAS, in connection with the sale and purchase of the Property,
Assignor has agreed to assign to Assignee all of Assignor's right, title and
interest in and to the Space Leases, and Assignee has agreed to assume from
Assignor all of Assignor's obligations and liabilities arising from and after
the Apportionment Date with respect to the Space Leases. Unless otherwise
defined herein, all capitalized terms used in this Assignment shall have the
meaning given to such term in the Agreement, and this Assignment shall be
subject to and qualified by the terms of the Agreement.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:

1. Assignment. Assignor hereby assigns, transfers, and conveys to Assignee all
of Assignor's right, title and interest in and to the Space Leases.

2. Assumption. Assignee hereby assumes all liabilities and obligations of
Assignor under the Space Leases arising from and after the Apportionment Date
and agrees to perform all obligations of Assignor under the Leases.

3. Further Assurances. Assignor covenants with Assignee and Assignee covenants
with Assignor that each will execute or procure any additional documents
necessary to establish the rights of the other hereunder.

                                       W-1
<PAGE>

4. Counterparts. This Assignment may be executed by the parties in counterparts,
in which event the signature pages thereof shall be combined in order to
constitute a single original document.

5. Binding Effect. This Assignment shall be binding upon and inure to the
benefit of Assignor, Assignee and their respective successors and assigns.

            IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date set forth above.

Signed, sealed and delivered
In the presence of:
                                         ______________________________________
                                         a ____________________________________

                                         By: __________________________________
___________________________________      Name: ________________________________
Witness Name: _____________________      Title: _______________________________


                                         (CORPORATE SEAL)

___________________________________
Witness Name: _____________________

                                         ______________________________________
                                         a ____________________________________

                                         By: __________________________________
___________________________________      Name: ________________________________
Witness Name: _____________________      Title: _______________________________


                                         (CORPORATE SEAL)

___________________________________
Witness Name: _____________________

                                       W-2
<PAGE>

                                    EXHIBIT X

                              FORM OF TENANT NOTICE

[DATE OF SALE CLOSING]

TO:   All Tenants at Grande Lakes Orlando (the "Property")

RE:   [Applicable Leased Space]
      Notification Regarding Change of Ownership

      This letter is to notify you as a Tenant at the Property, that the
Property has been sold by THI III GL Investments L.L.C., a Delaware limited
liability company ("Seller"), to _______________________ ("Purchaser"). As of
the date hereof, your Lease has been assigned by Seller to Purchaser. From the
date of this letter, any and all unpaid rent as well as all future rent, or any
other amounts due under the terms of your Lease, shall be directed as follows:

      TO: __________________________________
      ATTN: ________________________________
      AT: __________________________________

As part of the sale, all refundable tenant deposits, if any, actually held by
Seller with respect to the Property have been transferred to, and Seller's
obligations with respect to such deposits have been assumed by, Purchaser as of
the date of this letter. Any and all payments of rent (or other sums due under
your Lease) hereafter paid to any party other than Purchaser shall not relieve
you of the obligation of making said payment to Purchaser.

                                         SELLER:

                                         THI III GL INVESTMENTS L.L.C.

                                         By: __________________________________
                                         Name: ________________________________
                                         Title: _______________________________

                                      X-1
<PAGE>

                                             PURCHASER:

                                             ___________________________________

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________

                                      X-2

<PAGE>

                                    EXHIBIT Y

                      FORM OF SELLER'S CLOSING CERTIFICATE

                          SELLER'S CLOSING CERTIFICATE

            THIS CLOSING CERTIFICATE is made as of the ____ day of ___________,
200__, by ___________________________________, a ___________________ (the
"SELLER"), to __________________________________, a _________________________ (
the "BUYER").

                                R E C I T A L S:

            A. Pursuant to that certain Purchase Agreement dated as of
____________ __, 200__ between Seller and Buyer (together with all amendments
and addenda thereto, the "AGREEMENT"), Seller has agreed to sell to Buyer the
Property (as defined in the Agreement).

            B. The Agreement requires the delivery of this Closing Certificate.
Unless otherwise defined herein, all capitalized terms used in this Assignment
shall have the meaning given to such term in the Agreement.

            NOW THEREFORE, pursuant to the Agreement, Seller does hereby
represent and warrant to Buyer that:

            1. All of the representations and warranties of Seller contained in
Article III of the Agreement are correct, in all material respects, as of the
Closing Date as if made on and as of the Closing Date.

            2. This Certificate is subject to the terms and conditions of the
Agreement.

            IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of the day and year first above written.

                                      SELLER:

                                      __________________________________,
                                      a _______________________________

                                      By:   ____________________________
                                      Name:_____________________________
                                      Title: ___________________________

                                      Y-1
<PAGE>

                                    EXHIBIT Z

                     FORM OF PURCHASER'S CLOSING CERTIFICATE

                         PURCHASER'S CLOSING CERTIFICATE

            THIS CLOSING CERTIFICATE is made as of the ___ day of
______________, 200__, by ____________________________________, a
_______________________ (the "PURCHASER"), to _______________________________, a
____________________________ (the "SELLER").

                                R E C I T A L S:

            A. Pursuant to that certain Purchase Agreement dated as of
_____________ __, 200__ between Seller and Purchaser (together with all
amendments and addenda thereto, the "AGREEMENT"), Seller has agreed to sell to
Purchaser the Property (as defined in the Agreement).

            B. The Agreement requires the delivery of this Closing Certificate.
Unless otherwise defined herein, all capitalized terms used in this Assignment
shall have the meaning given to such term in the Agreement.

            NOW THEREFORE, pursuant to the Agreement, Purchaser does hereby
represent and warrant to Seller that:

            1. All of the representations and warranties of Purchaser contained
in Article IV of the Agreement are correct, in all material respects, as of the
Closing Date hereof as if made on and as of the Closing Date.

            2. This Certificate is subject to the terms and conditions of the
Agreement.

            IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of the day and year first above written.

                                             PURCHASER:

                                             ________________________________,
                                             a ______________________________

                                             By:_____________________________
                                             Name:___________________________
                                             Title:__________________________

                                      Z-1
<PAGE>

                                   EXHIBIT AA

                              SCHEDULED PERSONALTY

11th  Hour (JW)-Business Center

   -  2 Dell Computers

   -  3 HP Printers/Fax

   -  1 Epson Printer

   -  1 Brother Copy Machine

   -  1 E Machine

   -  4 Credit Card Machines

   -  2 Thermal Printers

   -  1 Xerox 265 Copier

11th Hour - Business Center (Ritz-Carlton)

   -  Xerox Copier 265 DL

   -  HP Laser Jet 4000 Printer

   -  HP Laser Jet 1100 Printer

   -  HP 1040 Fax Machine

   -  Epson Stylus C62 Printer

   -  Lexmark Printer

   -  Sharp - Fax Machine

   -  3 Dell Computers

   -  4 Credit Card Machines

   -  3 Thermal Printers

Buena Vista Concessions, Inc. (JW/Ritz)

   -  5 Multi seat bicycles

   -  6 Regular bicycles

Hello Florida, Inc.(JW/Ritz)

   -  Computer, printer

Hertz

   -  Furniture

   -  Computer, printer

JCorl Inc. dba John Craig (JW)

   -  All fixtures in store are the property of John Craig excluding POS
      terminal, picture behind register, and mirror

Lowe and Behold Event Accents, LLC-Floral Shop (JW/Ritz)

                                      AA-1
<PAGE>

   -  Fax Machine

   -  Vases

Mears (JW/Ritz)

   -  1 Computer

   -  1 Printer

Mimi's Boutique, Inc.(JW)

   -  All fixtures in store and POS computer

MVCI (JW)

   -  2 Sales desks

My Three Sons (JW)

   -  1 Soap Dispenser - 3rd Floor JW

   -  1 Sink

   -  3 Whirlpool Washers on guest floors

   -  3 Whirlpool Dryers on guest floors

My Three Sons (JW)

   -  Guest Floors vending equipment & Employee Cafeteria Vending Machines

My Three Son's (JW)

   -  7 Arcade Machines:

         1  Air Hockey

         2  Foosball,

         3  Pacman

         4  Cruisin Exotica

         5  Beachhead

         6  Batman

         7  Time Crisis

   -  1 Token Machine

Arcade machines are periodically changed, per the agreement with My Three Son's

Nat Landau Hyman Jewels, Ltd (JW)

   -  All fixtures in store

New World Orlando LLC dba Normans (Ritz)

   -  All Food & Beverage Inventories

   -  China

   -  Glassware

   -  Flatware

                                      AA-2
<PAGE>

   -  Dining Room Smallwares

   -  Bar & Lounge Smallwares

   -  All Artwork

   -  Kitchen Smallwares

   -  Kitchen Small Equipment

   -  Paper Inventory

   -  Chemical Inventory

   -  Office Supplies

   -  Office Equipment

   -  Linen Inventory

   -  Uniform Inventory

   -  All marketing materials relating to the restaurant

   -  Chef Norman Van Aken's cookbooks

   -  dining room furniture

   -  patio furniture

   -  point of sale system

   -  office computer systems

   -  all logo materials o name, brand, logos and likenesses

   -  all intellectual property

Peet's Coffee (Ritz)

   -  Espresso Machine

Proprietary software and technology (JW/Ritz)

   -  Including but not limited to PeopleSoft, PMS, NGS, Delphi. These items are
      discussed in the management agreement.

Towne Park (JW)

   -  5 Computers (IBM & Dell)

   -  1 Printer

   -  2 Cash Registers

TownPark (Ritz)

   -  1 Computer

   -  1 Printer

   -  1 Cash Register

Trade Winds (JW)

   -  JW Pool Towel Hut concession toys (i.e rafts, Styrofoam noodles,
      intertubes)

Universal Money Centers (JW/Ritz)

   -  2 ATM machines (1 at each hotel)

                                      AA-3
<PAGE>

United Temps-overnight cleaner (JW/Ritz)

   -  2 Storage Containers in Loading Dock Area (containers include all
      equipment used by the 3rd shift cleaners which includes but is not limited
      to floor buffers, trash cans, mops, brooms, and cleaning chemicals).

Vila and Son Landscape Co., Inc (JW/Ritz).

   -  One metal storage container approximately 8'x20'x8'

   -  One metal tandem axle trailer approximately 7'x16'x7'

   -  Two Hustler Excel "Super Z" 48" riding lawn mowers

   -  Eight string trimmer/edgers

   -  One power shrub trimmer

   -  Three back pack blowers

   -  Two back pack sprayers (5 gallon)

   -  One electric sprayer (25 gallon)

   -  Two Kawasaki Mule utility vehicles

   -  One F-250 Ford diesel pick up truck

   -  Ten fuel cans (2-5 gallon capacity)

   -  Assorted hand tools such as shovels, rakes, machetes, etc

                                      AA-4
<PAGE>

                                   EXHIBIT BB

                               PROPERTY DOCUMENTS

<TABLE>
<CAPTION>
Date                       Description
<S>             <C>
03/06/92        Concurrency Vested Rights Certificate #92-000212

05/14/92        Agreement between Orlando Resort A and Valencia Water Control District ["VWCD"] (C-7 canal)

05/14/92        Agreement between Orlando Resort A and VWCD (C-8 Canal)

01/28/93        Development Agreement (between Orlando Resorts A & B and Williamsburg Commercial Limited Partnership ["WCLP"])

03/02/93        Amendment to Development Agreement (Orlando Resorts A & WCLP)

06/29/93        Execution of COE Permits to fill C-7 and C-8 Canals

07/19/93        Attachment to Florida Power Authorization and Agreement

03/12/98        Amended and Restated Agreement (Regarding Canal C-7 and Canal C-8) (VWCD/Orlando Resorts A & B)

4/11/00         Special Warranty Deed by VWCD to SC Orlando, L.L.C.

08/15/00        General Warranty Deed by SC Orlando to Orange County

09/12/00        Non Exclusive  Drainage  Easement and Joint  Utilization  Agreement between SC Orlando and Orange County

10/10/00        Canal Crossing Easement (VWCD to SC Orlando)

06/09/03        Right-of-Way Deed (Right Turn Lane onto JYP)

06/09/03        Right-of-Way Deed (Resort Entrance Acceleration/Deceleration)

06/09/03        Right-of-Way Deed (Excess Lane Entrance Acceleration/Deceleration)

06/09/03        Potable Water and Reclaimed Water Systems Bill of Sale

12/00/03        Settlement Agreement (Marriott/WCLP/JY&CFP)

08/06/04        Joinder and Consent to Dedication (Plat of Grande Lakes Resort)
</TABLE>

                                      BB-1
<PAGE>

<TABLE>
<S>             <C>
07/16/99        Binding Letter Issued to Miranda Fitzgerald for Project ABC

7/18/03         Project ABC 1999 Amended Land Use Plan dated 5/19/99, revised 7/18/03

04/19/05        Binding Letter Issued to Jim Hall for Project ABC and Amended Land Use Plan dated 7/19/05, Revised: 8/30/05
                and 9/19/05

04/03/92        Letter from Orange County regarding Application for Consistency Vested rights and explanatory memo to Tom
                Schneider

08/13/04        Agreement Regarding Allocation and Assignment of Development Rights and Entitlements (Regarding In-Parcels)
                between THI III GL Land and SC Orlando

08/13/04        Assignment of Developer's Interest Under Declaration of CCR's,  Easements and  Reservations for Grande Lakes
                Master Stormwater Management System between THI III GL Land and SC Orlando
</TABLE>

                                      BB-2
<PAGE>

                                   EXHIBIT CC

                              OPERATING STATEMENTS

2003
Owner Consolidated P&L Statement Period 13 2003 as of January 2, 2004
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 13 2003 as of January 2, 2004 (JW)
Owner Consolidated P&L Statement Period 13 2003 as of January 2, 2004 (Ritz)
Owner Consolidated P&L Statement Period 13 2003 as of January 2, 2004
  (Ritz Golf)
Format 98 P&L Statement Period 13 2003 as of January 2, 2004 (JW)
Format 98 P&L Statement Period 13 2003 as of January 2, 2004 (Ritz)
Format 98 P&L Statement Period 13 2003 as of January 2, 2004 (Ritz Golf)

2004
Owner Consolidated P&L Statement Period 10 2004 as of October 8, 2004
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 10 2004 as of October 8, 2004 (JW)
Owner Consolidated P&L Statement Period 10 2004 as of October 8, 2004 (Ritz)
Owner Consolidated P&L Statement Period 10 2004 as of October 8, 2004
  (Ritz Golf)
Owner Consolidated P&L Statement Period 11 2004 as of November 5, 2004
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 11 2004 as of November 5, 2004 (JW)
Owner Consolidated P&L Statement Period 11 2004 as of November 5, 2004 (Ritz)
Owner Consolidated P&L Statement Period 11 2004 as of November 5, 2004
(Ritz Golf)
Owner Consolidated P&L Statement Period 12 2004 as of December 3, 2004
(GLO-Consolidated)
Owner Consolidated P&L Statement Period 12 2004 as of December 3, 2004 (JW)
Owner Consolidated P&L Statement Period 12 2004 as of December 3, 2004 (Ritz)
Owner Consolidated P&L Statement Period 12 2004 as of December 3, 2004
  (Ritz Golf)
Owner Consolidated P&L Statement Period 13 2004 as of December 31, 2004
  (GLO-Consolidated)
Owner Consolidated P&L Statement w/ Detail Period 13 2004 as of December 31,
  2004 (JW)
Owner Consolidated P&L Statement w/Detail Period 13 2004 as of December 31, 2004
  (Ritz)
Owner Consolidated P&L Statement w/Detail Period 13 2004 as of December 31, 2004
  (Ritz Golf)
Format 98 P&L Statement Period 13 2004 as of December 31, 2004 (JW)
Format 98 P&L Statement Period 13 2004 as of December 31, 2004 (Ritz)
Format 98 P&L Statement Period 13 2004 as of December 31, 2004 (Ritz Golf)

2005
Owner Consolidated P&L Statement Period 1 2005 as of January 28, 2005
(GLO-Consolidated)
Owner Consolidated P&L Statement Period 1 2005 as of January 28, 2005 (JW)
Owner Consolidated P&L Statement Period 1 2005 as of January 28, 2005 (Ritz)
Owner Consolidated P&L Statement Period 1 2005 as of January 28, 2005
  (Ritz Golf)
Owner Consolidated P&L Statement Period 2 2005 as of February 25, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 2 2005 as of February 25, 2005 (JW)
Owner Consolidated P&L Statement Period 2 2005 as of February 25, 2005 (Ritz)
Owner Consolidated P&L Statement Period 2 2005 as of February 25, 2005
  (Ritz Golf)
Owner Consolidated P&L Statement Period 3 2005 as of March 25, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 3 2005 as of March 25, 2005 (JW)
Owner Consolidated P&L Statement Period 3 2005 as of March 25, 2005 (Ritz)
Owner Consolidated P&L Statement Period 3 2005 as of March 25, 2005
  (Ritz Golf)
Owner Consolidated P&L Statement Period 4 2005 as of April 22, 2005
  (GLO-Consolidated)

                                      CC-1
<PAGE>

Owner Consolidated P&L Statement Period 4 2005 as of April 22, 2005 (JW)
Owner Consolidated P&L Statement Period 4 2005 as of April 22, 2005 (Ritz)
Owner Consolidated P&L Statement Period 4 2005 as of April 22, 2005 (Ritz Golf)
Owner Consolidated P&L Statement Period 5 2005 as of May 20, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 5 2005 as of May 20, 2005 (JW)
Owner Consolidated P&L Statement Period 5 2005 as of May 20, 2005 (Ritz)
Owner Consolidated P&L Statement Period 5 2005 as of May 20, 2005 (Ritz Golf)
Owner Consolidated P&L Statement Period 6 2005 as of June 17, 2005
(GLO-Consolidated)
Owner Consolidated P&L Statement Period 6 2005 as of June 17, 2005 (JW)
Owner Consolidated P&L Statement Period 6 2005 as of June 17, 2005 (Ritz)
Owner Consolidated P&L Statement Period 6 2005 as of June 17, 2005 (Ritz Golf)
Owner Consolidated P&L Statement Period 7 2005 as of July 15, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 7 2005 as of July 15, 2005 (JW)
Owner Consolidated P&L Statement Period 7 2005 as of July 15, 2005 (Ritz)
Owner Consolidated P&L Statement Period 7 2005 as of July 15, 2005 (Ritz Golf)
Owner Consolidated P&L Statement Period 8 2005 as of August 12, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 8 2005 as of August 12, 2005 (JW)
Owner Consolidated P&L Statement Period 8 2005 as of August 12, 2005 (Ritz)
Owner Consolidated P&L Statement Period 8 2005 as of August 12, 2005 (Ritz Golf)
Owner Consolidated P&L Statement Period 9 2005 as of September 9, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 9 2005 as of September 9, 2005 (JW)
Owner Consolidated P&L Statement Period 9 2005 as of September 9, 2005 (Ritz)
Owner Consolidated P&L Statement Period 9 2005 as of September 9, 2005
  (Ritz Golf)
Owner Consolidated P&L Statement Period 10 2005 as of October 7, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 10 2005 as of October 7, 2005 (JW)
Owner Consolidated P&L Statement Period 10 2005 as of October 7, 2005, (Ritz)
Owner Consolidated P&L Statement Period 10 2005 as of October 7, 2005
  (Ritz Golf)
Owner Consolidated P&L Statement Period 11 2005 as of November 4, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 11 2005 as of November 4, 2005 (JW)
Owner Consolidated P&L Statement Period 11 2005 as of November 4, 2005, (Ritz)
Owner Consolidated P&L Statement Period 11 2005 as of November 4, 2005
  (Ritz Golf)
Owner Consolidated P&L Statement Period 12 2005 as of December 2, 2005
  (GLO-Consolidated)
Owner Consolidated P&L Statement Period 12 2005 as of December 2, 2005 (JW)
Owner Consolidated P&L Statement Period 12 2005 as of December 2, 2005, (Ritz)
Owner Consolidated P&L Statement Period 12 2005 as of December 2, 2005
  (Ritz Golf)
Format 98 P&L Statement Period 12 2005 as of December 2, 2005 (JW)
Format 98 P&L Statement Period 12 2005 as of December 2, 2005 (Ritz)
Format 98 P&L Statement Period 12 2005 as of December 2, 2005 (Ritz Golf)

                                      CC-2
<PAGE>

                                   EXHIBIT DD

                            AMENDMENT TO DECLARATION

THIS INSTRUMENT WAS PREPARED BY AND
UPON RECORDATION SHOULD BE RETURNED TO:

RENA HOZORE REISS, ESQ.
MARRIOTT INTERNATIONAL, INC.
DEPARTMENT 52/923
10400 FERNWOOD ROAD
BETHESDA, MARYLAND  20817

CLARIFICATION AND AMENDMENT TO
DECLARATION OF COVENANTS, CONDITIONS,
RESTRICTIONS, EASEMENTS AND RESERVATIONS
FOR
GRANDE LAKES RESORT
ORLANDO, FLORIDA

            THIS CLARIFICATION AND AMENDMENT TO DECLARATION is dated as of this
____ day of ______________, 2006, by THI III GL INVESTMENTS L.L.C., a Delaware
limited liability company (hereinafter referred to as "Declarant"), GRANDE LAKES
RESORT PROPERTY OWNERS ASSOCIATION, INC., a Florida corporation non-for profit
(hereinafter referred to as "ASSOCIATION") and SC ORLANDO L.L.C., a Delaware
limited liability company (hereinafter referred to as "SC ORLANDO").

                                   WITNESSETH:

            WHEREAS, Declarant recorded that certain Declaration of Covenants,
Conditions, Restrictions, Easements and Reservations for Grande Lakes Resort,
Orlando, Florida, dated as of April 1, 2004 (the "DECLARATION") in the land
records of Orange County on August 6, 2004 at Official Records Book 07565, at
Page 1177, et seq., as Instrument Number 20040510955;

            WHEREAS, in order to confirm the parties' understandings with
respect to certain provisions of the Declaration, Declarant, the Association and
SC Orlando desire to clarify and amend the Declaration on the terms set forth
herein.

            NOW, THEREFORE, for and in consideration of the premises hereof, and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                      DD-1

<PAGE>

            1. All capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Declaration.

            2. Declarant, the Association and SC Orlando, as the Owners of the
Resort Site Components, are making this Clarification and Amendment to
Declaration pursuant to Article XVIII of the Declaration.

            3. Section 6.6 of the Declaration is hereby deleted in its entirety
and the following is inserted in lieu thereof:

                        6.6 RESORT RESIDENTIAL PROPERTY. Resort Residential
                  Property shall be developed and improved as and used,
                  occupied, maintained and enjoyed solely and exclusively for
                  single family resort residential dwelling and related uses and
                  purposes, for interval ownership (sometimes referred to as
                  "time-share" or "fractional interest"), multi-family
                  residential dwelling and other ancillary and/or customarily
                  related recreational uses and activities, including, without
                  limitation, tennis courts and swimming pools, and related
                  garages, parking areas and other amenities in support of the
                  same and for no other uses or purposes whatever, consistent
                  with, in all respects, first-class hotel and resort
                  residential properties in the Orlando, Florida metropolitan
                  area compatible with the standard and character of the Hotels.
                  In addition, no Owner of a Resort Residential Property or
                  Residential Unit Owner may use, develop or subdivide such
                  Resort Residential Property (or permit the use, development or
                  subdivision thereof) for any of the uses or activities listed
                  in EXHIBIT Q; provided, however, that nothing in this Section
                  6.6 or Exhibit Q shall prohibit the rental to transient guests
                  of any interval ownership units developed by Marriott
                  International, Inc., or any of its Affiliates. With respect to
                  the Residential Component South, any development thereon shall
                  include a swimming pool for the use of the residents thereof
                  (which swimming pool shall be constructed and placed in
                  service by the completion of that phase of the development of
                  the Residential Component South which results in Substantial
                  Completion of Construction of more than fifty percent (50% )
                  of the units legally permissible for, and intended to be
                  developed on, the Residential Component South). With respect
                  to the Residential Component

                                      DD-2
<PAGE>

                  North, any development thereon shall include a swimming pool
                  for the use of the residents thereof (which swimming pool
                  shall be constructed and placed in service by the completion
                  of that phase of the development of the Residential Component
                  North which results in Substantial Completion of Construction
                  of more than fifty percent (50% ) of the units legally
                  permissible for, and intended to be developed on, the
                  Residential Component North).

      4. NO FURTHER MODIFICATION. Except as otherwise expressly clarified and
amended hereby, all of the terms and provisions of the Declaration remain
unmodified and in full force and effect.

      5. COUNTERPARTS. The parties may execute this Clarification and Amendment
to Declaration in any number of counterparts, each of which shall be deemed to
constitute an original and all of which, when taken together, shall constitute
one and the same document.

                      [Signature blocks begin on next page]

                                      DD-3
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have executed this
Clarification and Amendment to Declaration as of the date first above written.

Signed, sealed and delivered in the         THI III GL INVESTMENTS L.L.C., a
presence of the following witnesses:        Delaware limited liability company

_________________________                   By: _______________________
Signature of Witness                        Name: _____________________
                                            Title: ____________________
_________________________
Name of Witness

_________________________
Signature of Witness

_________________________
Name of Witness

STATE OF MARYLAND
COUNTY OF ANNE ARUNDEL

            The foregoing instrument was acknowledged before me this ____ day of
______________, 2005, by ___________________________, as _________________ of
THI III GL Investments L.L.C., a Delaware limited liability company, on behalf
of said limited liability company. He is personally known to me or has produced
____________________ as identification.

                                            ____________________________________
                                            Printed Name: ______________________
                                            Notary Public - State of Maryland

                                            Commission No. _____________________
                                            My commission expires: _____________

(NOTARIAL SEAL)

                                      DD-4
<PAGE>

Signed, sealed and delivered in the         GRANDE LAKES RESORT PROPERTY OWNERS
presence of the following witnesses:        ASSOCIATION, INC., a Florida
                                            corporation not-for-profit

_________________________                   By: _______________________
Signature of Witness                        Name: _____________________
                                            Title: ____________________
_________________________
Name of Witness

_________________________
Signature of Witness

_________________________
Name of Witness

STATE OF MARYLAND
COUNTY OF ANNE ARUNDEL

            The foregoing instrument was acknowledged before me this ____ day of
______________, 2005, by ___________________________, as _________________ of
Grande Lakes Resort Property Owners Association, Inc., a Florida corporation
not-for-profit, on behalf of said corporation. He is personally known to me or
has produced ____________________ as identification.

                                            ____________________________________
                                            Printed Name: ______________________
                                            Notary Public - State of Maryland

                                            Commission No. _____________________
                                            My commission expires: _____________

(NOTARIAL SEAL)

                                      DD-5
<PAGE>

Signed, sealed and delivered in the         SC ORLANDO L.L.C., a Delaware
presence of the following witnesses:        limited liability company

_________________________                   By: _______________________
Signature of Witness                        Name: _____________________
                                            Title: ____________________
_________________________
Name of Witness

_________________________
Signature of Witness

_________________________
Name of Witness

STATE OF MARYLAND
COUNTY OF ____________________

            The foregoing instrument was acknowledged before me this ____ day of
______________, 2005, by ___________________________, as _________________ of SC
Orlando L.L.C., a Delaware limited liability company, on behalf of said limited
liability company. He is personally known to me or has produced
____________________ as identification.

                                            ____________________________________
                                            Printed Name: ______________________
                                            Notary Public - State of Maryland

                                            Commission No. _____________________
                                            My commission expires: _____________

(NOTARIAL SEAL)

                                      DD-6
<PAGE>

                                   EXHIBIT EE

                   ESCROW INSTRUCTIONS FOR POST-CLOSING ESCROW

                               _____________, 2006

The Talon Group
111 N. Orange Avenue
Suite 1285
Orlando, Florida  32801
Attention:  Michael J. Moore, Esq.

         Re:    Post-Closing Escrow under Purchase and Sale Agreement dated
                December ___, 2005, by and between THI III GL Investments L.L.C.
                ("Seller") and CNL Hotels & Resorts, Inc. ("Original Purchaser")
                (as the same may now or hereafter be amended, the "Agreement")

Gentlemen and Ladies:

      Original Purchaser and Seller entered into the Agreement pursuant to which
Purchaser agreed to purchase the Resort as more particularly set forth in the
Agreement. Pursuant to the Agreement, Original Purchaser has designated
_______________ ("Purchaser") to take title to the Resort. Capitalized terms
used herein without definition shall have the meanings ascribed to them in the
Agreement.

      In accordance with Section 14.7 of the Agreement, Seller is establishing a
post-closing escrow from a portion of the sales proceeds in the amount of
Fifteen Million Dollars ($15,000,000) (which, along with any interest earned
thereon, is hereinafter referred to as the "Post-Closing Escrow"). You are to
hold the Post-Closing Escrow in escrow and deliver it to Seller or Purchaser in
accordance with these instructions.

      If you receive a written statement from Purchaser ("Purchaser's Notice")
that (i) requests payment or reimbursement from the Post-Closing Escrow for
damages arising from a Seller's Post-Closing Obligations under the Agreement,
(ii) specifies the monetary amount of the damages to be paid or reimbursed and
(iii) certifies that a copy of Purchaser's Notice has been delivered to Seller,
on the fourth (4th) business day after receipt of Purchaser's Notice, you shall
deliver the requested amount of the Post-Closing Escrow (by delivering cash,
certified check or some other form of immediately available funds) to Purchaser,
at _________________________,

                                      EE-1
<PAGE>

Attention: _______________, or such other address as Purchaser may request,
except that if you receive written notice from Seller or Seller's counsel within
three (3) business days after receipt of Purchaser's Notice that Seller disputes
Purchaser's right to receive any or all of the Post-Closing Escrow and directs
you not to make the foregoing delivery, you shall not deliver any of the
Post-Closing Escrow to Purchaser but shall instead retain the Post-Closing
Escrow or, if appropriate, interplead and deposit that portion of the
Post-Closing Escrow requested in the corresponding Purchaser's Notice with a
court of competent jurisdiction.

      As of the close of business on September 24, 2006, you shall return the
Post-Closing Escrow, plus any interest thereon, less any Retained Post-Closing
Escrow Funds (defined below) and any other funds that may have been previously
disbursed hereunder (by delivering cash, certified check or some other form of
immediately available funds) to Seller, at c/o Thayer Lodging Group, Inc., 410
Severn Avenue, Suite 314, Annapolis, Maryland 21403, or such other address as
Seller may request. For purposes of these instructions, "Retained Post-Closing
Escrow Funds" shall be funds in the aggregate amount specified in any and all of
the Purchaser's Notices received by you that were not previously distributed to
Purchaser from the Post-Closing Escrow or interpleaded and deposited with a
court of competent jurisdiction, together with any interest earned thereon. You
shall continue to hold the Retained Post-Closing Escrow Funds, if any, in escrow
and shall release them in accordance with either (i) joint instructions signed
by Seller and Purchaser or (ii) a final order from a court of competent
jurisdiction.

      You are not to disclose to any person (other than your attorneys and the
parties hereto, their lenders, employees, agents or independent contractors) any
information about the Agreement or its existence or this letter of instructions
(except as mutually requested by the parties or as may be required by a court in
any litigation or by law).

      You are to maintain the Post-Closing Escrow in a federally-insured
interest-bearing account in a financial institution in the Orlando, Florida
metropolitan area, and all interest accruing thereon (including interest
accruing on any Retained Post-Closing Escrow Funds) shall be added to and become
a part of the Post-Closing Escrow. However, we understand that you assume no
responsibility for, nor will we hold you liable for, any loss accruing due to
bank failure and/or takeover by a federal regulatory agency, or which arises
solely from the fact that the escrow amount exceeds One Hundred Thousand Dollars
($100,000) and that the excess amount is not insured by the Federal Deposit
Insurance Corporation. Nor shall you be required to institute legal proceedings
of any kind pursuant to these instructions, nor be required to defend any legal
proceedings which may be instituted against you with respect to the subject
matter of these instructions unless you are requested to do so by Purchaser or
Seller and arrangements reasonably satisfactory to you have been made to
indemnify you against the cost and expense of such defense by

                                      EE-2
<PAGE>

the party making such request. If any dispute shall arise with respect to these
instructions, whether such dispute arises between the parties hereto or between
the parties hereto and other persons, you may interplead such Post-Closing
Escrow. Title Company shall be responsible only for the performance of such
duties as are strictly set forth herein and in no event shall Title Company be
liable for any act or failure to act under the provisions of this letter except
where such action or inaction is the result of Title Company's willful
misconduct or gross negligence.

      Seller and Purchaser each hereby agrees to indemnify you and hold you
harmless against any loss, liability or damage (including the cost of litigation
and reasonable counsel fees) incurred in connection with the performance of your
duties hereunder except as a result of your willful misconduct or gross
negligence.

      Please indicate your agreement to comply with the foregoing instructions
by executing at least two copies of this letter and returning one to Purchaser's
counsel and one to Seller's counsel.

                                            Very truly yours,

                                            SELLER

WITNESS                                     THI III GL INVESTMENTS, L.L.C.

_________________                           By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                            PURCHASER

WITNESS

                                            By:_________________________________
_________________                           Name:_______________________________
                                            Title:______________________________

ACKNOWLEDGED AND AGREED:

THE TALON GROUP

By:____________________________
Name:__________________________
Its:___________________________

Date:__________________________

                                      EE-3
<PAGE>

                                   EXHIBIT FF

                           ASSIGNMENTS OF DECLARATIONS

This instrument prepared by and
following recordation should be returned to:

_________________________________________
_________________________________________
_________________________________________
_________________________________________

               ASSIGNMENT OF [DEVELOPER'S] [DECLARANT'S] INTEREST
                  UNDER [DECLARATION OF COVENANTS, CONDITIONS,
                  RESTRICTIONS, EASEMENTS AND RESERVATIONS FOR
                GRANDE LAKES MASTER STORMWATER MANAGEMENT SYSTEM]
              [DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS,
              EASEMENTS AND RESERVATIONS FOR GRANDE LAKES RESORT]

            This ASSIGNMENT OF [DEVELOPER'S] [DECLARANT'S] INTEREST UNDER
DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS AND RESERVATIONS
FOR GRANDE LAKES MASTER STORMWATER MANAGEMENT SYSTEM [DECLARATION OF COVENANTS,
CONDITIONS, RESTRICTIONS, EASEMENTS AND RESERVATIONS FOR GRANDE LAKES RESORT]
(hereinafter referred to as the "Assignment") made and executed this ___ day of
__________, 2006 (the "Effective Date") by ___________________________, a
___________________________, whose address for purposes of this instrument is
c/o Thayer Lodging Group, Attn: David J. Weymer, 410 Severn Avenue, Suite 314,
Annapolis, Maryland 21403 (hereinafter referred to as "Assignor") to, and in
favor and for the benefit of ___________________________, a
___________________________, whose address for purposes of this instrument is
c/o _____________________________________________ (hereinafter referred to as
"Assignee"),

                                   WITNESSETH:

            WHEREAS, Assignor is the record owner of that certain real property
located in Orange County, Florida which is legally and more particularly
described on EXHIBIT A attached hereto and made a part hereof (hereinafter
referred to as the "Property"); and

            WHEREAS, Assignor is as of the Effective Date selling, transferring
and conveying the Property, as the same is described on EXHIBIT A, to Assignee
by Special Warranty Deed executed and delivered on or about the Effective Date
and

                                      FF-1
<PAGE>

heretofore recorded or to be hereafter recorded among the Public Records of
Orange County, Florida; and

            WHEREAS, the Property is subject to and encumbered by that certain
[Declaration of Covenants, Conditions, Restrictions, Easements and Reservations
for Grande Lakes Master Stormwater Management System executed by each of SC
Orlando, L.L.C. and Assignor, as "Developers" thereunder, joined by Grande Lakes
Stormwater Management Association, Inc. and recorded on August 7, 2003 as an
instrument 20030444708 in Official Records Book 7038 at Pages 2091 et seq. of
the Public Records of Orange County, Florida (as amended, hereinafter referred
to as the "Stormwater Declaration")] [Declaration of Covenants, Conditions,
Restrictions, Easements and Reservations for Grande Lakes Resort, executed by
Assignor and Grande Lakes Resort Property Owner's Association, Inc., as
"Declarant" thereunder, and recorded on August 4, 2004, as an Instrument
20040510955 in Official Records Book 7568, at Page 1177 et seq. of the Public
Records of Orange County, Florida (as amended, hereinafter referred to as the
"Declaration")]; and

            WHEREAS, [Section 1.13 of the Stormwater Declaration includes a
definition of the term "Developers," as that term is used in the Stormwater
Declaration] [Article 1 of the Declaration includes a definition of the term
"Declarant," as that term is used in the Declaration]; and

            NOW, THEREFORE, for and in consideration of the foregoing premises
of this Assignment, and for other good and valuable considerations, the receipt
and sufficiency of which are hereby acknowledged, Assignor does hereby sell,
transfer and specifically assign to Assignee all of Assignor's respective rights
and all of Assignor's respective duties as a [Developer under the Stormwater
Declaration with respect to the Property] [Declarant under the Declaration] such
that, upon the recordation of both (a) this Assignment and (b) the
above-described Special Warranty Deed from Assignor to Assignee transferring and
conveying title to the Property to Assignee among the Public Records of Orange
County, Florida, Assignee shall thereupon become and thereafter be [one of the
"Developers"] ["Declarant"] as that term is defined in [Section 1.13 of the
Stormwater Declaration] [Article 1 of the Declaration].

            ASSIGNEE, by its execution and delivery of this Assignment, does
hereby accept the within and foregoing assignment of all of Assignor's
respective rights and does hereby assume all of Assignor's respective duties as
a [Developer under the Stormwater Declaration with respect to the Property]
[Declarant under the Declaration] and hereby agrees to become [one of the
"Developers,"] ["Declarant"] as that term is defined in [Section 1.13 of the
Stormwater Declaration,] [Article 1 of the Declaration].

                         [SIGNATURES ON FOLLOWING PAGES]

                                      FF-2
<PAGE>

            IN WITNESS WHEREOF, each of Assignor and Assignee has caused these
presence to be executed by and through their respective undersigned officers
thereunto duly authorized as of the Effective Date.

Signed, sealed and delivered in the         ASSIGNOR:
presence of the following witnesses:

                                            ____________________________________
_____________________________
Signature of Witness

                                            By:_________________________________
_____________________________               Name:_______________________________
Type/Print Name of Witness                  Title:______________________________

_____________________________
Signature of Witness

_____________________________
Type/Print Name of Witness

STATE OF ___________  )
                      ) ss:
COUNTY OF _________   )

            The foregoing instrument was acknowledged before me this ___ day of
__________, 2006, by ______________________, as ______________________of
______________________, a ______________________, on behalf of said
______________________. He is personally known to me or has produced a driver's
license as identification.

                                            ____________________________________
                                            Name:_______________________________
                                            Notary Public - State of____________
                                            Commission No.______________________
                                            My commission Expires:______________

(NOTARY SEAL)

                                      FF-3
<PAGE>

Signed, sealed and delivered in the         ASSIGNEE:
presence of the following witnesses:

                                            ____________________________________
____________________________
Signature of Witness

                                            By:_________________________________
____________________________                Name:_______________________________
Type/Print Name of Witness                  Title:______________________________

____________________________
Signature of Witness

____________________________
Type/Print Name of Witness

STATE OF ___________    )
                        ) ss:
COUNTY OF _________     )

            The foregoing instrument was acknowledged before me this ___ day of
__________, 2006, by ______________________, as ______________________of
______________________, a ______________________, on behalf of said
______________________. He is personally known to me or has produced a driver's
license as identification.

                                            ____________________________________
                                            Name:_______________________________
                                            Notary Public - State of____________
                                            Commission No.______________________
                                            My commission Expires:______________

(NOTARY SEAL)

                                      FF-4

<PAGE>

                                    EXHIBIT A

                                      FF-5
<PAGE>

                        [ADD MORTGAGEE JOINDER IF NEEDED]

                                      FF-6