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                                                                    EXHIBIT 10.3


                                POOLING AGREEMENT

         THIS POOLING AGREEMENT (this "Agreement") is made as of the 15th day of
June,  2001 (the  "Effective  Date"),  by and among (i) Marriott  International,
Inc.,  a Delaware  corporation  (hereinafter  referred to as  "Marriott"),  (ii)
Marriott  Hotel  Services,  Inc.,  a  Delaware  corporation,  Residence  Inn  By
Marriott,  Inc., a Delaware  corporation,  Courtyard Management  Corporation,  a
Delaware corporation,  SpringHill SMC Corporation,  a Delaware corporation,  and
Towneplace Management Corporation, a Delaware corporation (the entities named in
this clause  (ii) each  sometimes  hereinafter  referred  to  individually  as a
"Manager" and collectively as the "Managers"), and (iii) HPT TRS MI-135, INC., a
Delaware corporation (hereinafter referred to as "Tenant").

                                    RECITALS:

         A. Certain of the Managers  (as  sellers)  and  Hospitality  Properties
Trust,  a Maryland  real estate  investment  trust (as  purchaser)  (hereinafter
referred to as "HPT"),  are parties to that certain  Purchase and Sale Agreement
dated of even date herewith  (the  "Limited  Service  Purchase  Contract")  with
respect  to the three (3)  hotels  listed on  Exhibit A  attached  hereto as the
properties to be purchased (the "Additional Limited Service Properties").

         B. Marriott Kauai, Inc., a Delaware corporation (as seller) and HPT (as
purchaser),  are parties to that certain  Purchase and Sale  Agreement  dated of
even  date  herewith  (the  "Kauai  Purchase  Contract")  with  respect  to  the
Marriott's Kauai Resort and Beach Club (the "Kauai Hotel"). (The Limited Service
Purchase  Contract and the Kauai  Purchase  Contract are referred to hereinafter
collectively  as the "Purchase  Contracts,"  and the Additional  Limited Service
Properties and the Kauai Hotel are referred to hereinafter  collectively  as the
"Additional Properties.")

         C. Pursuant to certain  Assignment and Assumption  Agreements  dated of
even date  herewith,  HPT has  assigned  its rights  under the  Limited  Service
Purchase  Contract to HPTMI Properties  Trust, a Maryland real estate investment
trust, with respect to the Additional Limited Service  Properties,  and to HPTMI
Hawaii, Inc., a Delaware corporation  (collectively,  "Landlord"),  and Landlord
has assumed the obligations of HPT thereunder.  Landlord is also, as of the date
hereof, the owner,  directly or indirectly,  of certain other hotels operated by
Marriott and/or its Affiliates and which are listed on Exhibit B attached hereto
(the "Initial Properties").

         D. HPT,  Landlord,  Tenant and  Marriott  are  parties to that  certain
Agreement to Assign,  Release,  Franchise and Manage dated of even date herewith
(the  "Agreement to Lease") with respect to the  Additional  Properties  and the
Initial  Properties  (each  of  the  four  (4)  Additional  Properties  and  the
thirty-one   (31)  Initial   Properties  a  "Property"  and   collectively   the
"Properties").
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         E. From and after the date that  each  Property  is made  subject  to a
Lease and a  Management  Agreement  pursuant  to the  Agreement  to Lease,  such
Property  shall  constitute a "Portfolio  Property"  and all of such  Properties
shall  collectively  constitute  the "Portfolio  Properties."  Any Property with
respect to which a Manager  Deconsolidation Event, a Kauai Deconsolidation Event
or a Tenant  Deconsolidation  Event has occurred  shall  thereafter no longer be
considered a Portfolio Property.

         F.  Simultaneously  with the execution  and delivery of this  Agreement
Marriott and Tenant entered into a guaranty agreement (the "Guaranty Agreement")
pursuant  to which,  inter  alia,  Marriott  has agreed to  guarantee  to Tenant
(subject to the terms, conditions and limitations set forth therein) that Tenant
will  receive  timely  payment of Tenant's  First  Priority  with respect to the
Portfolio Properties in certain events.

         G. Pursuant to the Agreement to Lease,  Tenant has entered into or will
enter into (i) a management  agreement with each applicable Manager with respect
to each Portfolio  Property (each a "Management  Agreement" and collectively the
"Management  Agreements"),  and (ii) a franchise  agreement  with  Marriott with
respect to each Portfolio  Property except with respect to the Kauai Hotel (each
a "Franchise Agreement" and collectively the "Franchise Agreements").

         H. Pursuant to the Agreement to Lease it is contemplated  that, as each
Lease of an Initial Property is assigned to Tenant,  the applicable Manager will
enter into a Management  Agreement  for such  Property (or  confirmation  of the
applicability of a Management  Agreement to such Property,  as applicable),  and
Tenant and Marriott will enter into a Franchise Agreement for such Property,  at
which time such Property  will be considered a Portfolio  Property in accordance
with the provisions hereof.

         I. The parties desire that (i) the revenues generated by the operations
of the Portfolio  Properties be pooled for purposes of paying operating expenses
of the  Portfolio  Properties,  fees and  other  amounts  due to  Marriott,  the
Managers  and Tenant,  and  distributions  to various  other  persons,  and (ii)
working capital and reserves of the Portfolio  Properties be managed on a pooled
basis, all as hereinafter provided.

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Marriott,  each Manager,  and Tenant hereby covenant and agree as
follows:


                                    ARTICLE I
                                  DEFINED TERMS

         1.01 Definitions.

         The following  capitalized  terms as used in this Agreement  shall have
the meanings set forth below:

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         "Accounting  Period"  shall  have  the  meaning,  with  respect  to any
Portfolio  Property,  given  such  term in the  Management  Agreement  for  such
Portfolio Property.

         "Actual  Tenant  Distribution"  shall  have the  meaning  set  forth in
Section 7.01.C.

         "Additional  Limited  Service  Properties"  shall have the  meaning set
forth in the Recitals.

         "Additional  Manager Advances" shall mean advances made by the Managers
and as so defined in each Management Agreement.

         "Additional Marriott Advances" shall mean all advances made by Marriott
pursuant  to  Sections  3.03,  4.03 (to the extent  described  therein as deemed
Additional Marriott Advances) and 5.01.B of this Agreement.

         "Additional  Properties"  shall  have  the  meaning  set  forth  in the
Recitals.

         "Advance Notice" shall have the meaning set forth in Section 4.03.B.

         "Affiliate"  shall  have  the  meaning  set  forth  in  the  Management
Agreements.

         "Agreement" shall have the meaning set forth in the Preamble.

         "Agreement to Lease" shall have the meaning set forth in the Recitals.

         "Aggregate Base  Management Fee" shall mean, for any given period,  the
sum of the Base Management Fees for the Portfolio Properties for such period.

         "Aggregate  Deductions"  shall mean,  for any given period,  the sum of
Deductions for the Portfolio Properties for such period.

         "Aggregate  First  Incentive  Management Fee" shall mean, for any given
period,  the sum of the  First  Incentive  Management  Fees  for  the  Portfolio
Properties for such period.

         "Aggregate Gross Revenues" shall mean, for any given period, the sum of
Gross Revenues for the Portfolio Properties for such period.

         "Aggregate Operating Loss" shall mean, for any given period, a negative
Aggregate Operating Profit for such period.

         "Aggregate  Operating  Profit"  shall mean,  for any given  period,  an
amount equal to Aggregate  Gross  Revenues less  Aggregate  Deductions  for such
period.

                                      -3-
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         "Aggregate  Operating Profit After Aggregate First Incentive Management
Fee" shall mean, for any period,  Aggregate Operating Profit remaining after the
distribution provided for in items (1) through (8) of Section 2.02.A hereof.

         "Aggregate  Priority  Management Fee" shall mean, for any given period,
the sum of the Priority  Management  Fees for the Portfolio  Properties for such
period.

         "Aggregate  Second Incentive  Management Fee" shall mean an amount that
is equal to fifty percent (50%) of Aggregate  Operating  Profit After  Aggregate
First  Incentive  Management  Fee in  any  Portfolio  Fiscal  Year  (or  portion
thereof).

         "Aggregate  System Fee" shall,  during any given Portfolio  Fiscal Year
(or portion  thereof),  be equal to the sum of the System Fees for the Portfolio
Properties for such period.

         "Aggregate  Tenant's First  Priority" shall mean, for any given period,
the sum of the Tenant's  First  Priority for the Portfolio  Properties  for such
period.

         "Aggregate  Tenant's First Priority  Deficiency" shall have the meaning
set forth in Section 2.02.B.

         "Aggregate  Tenant's Second Priority" shall mean, for any given period,
the sum of the Tenant's  Second  Priority for the Portfolio  Properties for such
period.

         "Aggregate  Tenant's Third  Priority" shall mean, for any given period,
the sum of the Tenant's  Third  Priority for the Portfolio  Properties  for such
period.

         "Allocation  Formula"  shall  have the  meaning  set  forth in  Section
6.02.C.

         "Available  Funds"  shall  have the  meaning  set  forth in item (5) of
Section 2.02.A.

         "Base Management Fee" shall have the meaning, for each Property,  given
such term in the Management Agreement for such Property.

         "Business Day" shall have the meaning given such term in the Management
Agreements.

         "Closing" shall have the meaning,  with respect to any Property,  given
such term in the Purchase Contract applicable to such Property.

         "Consolidated  Financials"  shall  mean,  for any fiscal  year or other
accounting period of Marriott,  annual audited and quarterly unaudited financial
statements of Marriott prepared on a consolidated  basis,  including  Marriott's
consolidated  balance sheet and the related statements of income and cash flows,
all in  reasonable  detail,  and  setting  forth  in  comparative  form  for the
corresponding figures for the corresponding figures for

                                      -4-
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the  corresponding  period  in  the  preceding  fiscal  year,  and  prepared  in
accordance with GAAP throughout the periods reflected.

         "Deconsolidation  Event"  shall have the  meaning  set forth in Section
6.02.A.

         "Deductions" shall have the meaning, for each Property, given such term
in the Management Agreement for such Property.

         "Deficiency  Owed  Tenant"  shall have the meaning set forth in Section
7.01.C.

         "Domestic   Hotels"  shall  mean  each  of  the  Portfolio   Properties
excluding, in any event, the Kauai Hotel.

         "Effective Date" shall have the meaning set forth in the Preamble.

         "Existing  Lease  Payments" shall have the meaning set forth in Section
7.01.A.

         "First  Incentive  Management  Fee"  shall have the  meaning,  for each
Property, given such term in the Management Agreement for such Property.

         "Fiscal  Year" shall have the meaning,  with  respect to any  Portfolio
Property,  given  such  term in the  Management  Agreement  for  such  Portfolio
Property.

         "Franchise  Agreement"  and  "Franchise   Agreements"  shall  have  the
meanings  set  forth in the  Recitals  and  shall  include  only  the  Franchise
Agreements for the Portfolio Properties.

         "GAAP" shall mean generally accepted accounting principles consistently
applied.

         "Gross Revenues" shall have the meaning, for each Property,  given such
term in the Management Agreement for such Property.

         "Guaranty Agreement" shall have the meaning set forth in the Recitals.

         "Guaranty  Term" shall have the meaning given such term in the Guaranty
Agreement.

         "Guaranty  Termination  Event"  shall  have the  meaning  set  forth in
Section 4.03.

         "Holdback  Agreement"  shall mean the  Holdback  Agreement of even date
herewith between, inter alia, Marriott and Tenant.

         "Holdback  Agreement Advances" shall mean advances which Tenant elects,
in its discretion, to make, pursuant to the terms of the Holdback Agreement.

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         "HPT" shall have the meaning set forth in the Recitals.

         "Hypothetical  Report"  shall  have the  meaning  set forth in  Section
7.01.A.

         "Hypothetical  Tenant Distribution" shall have the meaning set forth in
Section 7.01.B.

         "Initial Properties" shall have the meaning set forth in the Recitals.

         "Kauai  Deconsolidation  Event"  shall  have the  meaning  set forth in
Section 6.03.

         "Kauai Hotel" shall have the meaning set forth in the Recitals.

         "Kauai Owner" shall mean HPTMI Hawaii, Inc., a Delaware corporation.

         "Kauai  Purchase  Contract"  shall  have the  meaning  set forth in the
Recitals.

         "Landlord" shall have the meaning set forth in the Recitals.

         "Landlord  Deconsolidation  Event"  shall have the meaning set forth in
Section 6.02.A.

         "Leases" shall have the meaning set forth in the Management Agreements.

         "Limited Service Purchase Contract" shall have the meaning set forth in
the Recitals.

         "Management  Agreement"  and  "Management  Agreements"  shall  have the
meanings  set  forth in the  Recitals  but  shall  include  only the  Management
Agreements for the Portfolio Properties.

         "Manager"  and  "Managers"  shall  have the  meaning  set  forth in the
Preamble.

         "Manager  Deconsolidation  Event"  shall have the  meaning set forth in
Section 6.02.A.

         "Manager Reserve Advances" shall mean advances made by the Managers and
as so defined in each Management Agreement.

         "Marriott" shall have the meaning set forth in the Preamble.

         "Marriott Guaranty Advance" shall have the meaning set forth in Section
4.03.

         "Modification" shall have the meaning set forth in Section 8.04.

                                      -6-
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         "Owner  Agreements"  shall  mean,  collectively,  the Owner  Agreements
applicable to the Portfolio  Properties and Franchise Agreements related thereto
among the Landlord, Marriott, the applicable Manager, and Tenant.

         "Pooled Reserve" shall have the meaning set forth in Section 5.02.

         "Pooled  Working  Capital"  shall have the meaning set forth in Section
5.01.

         "Portfolio  Accounting  Period" shall mean, for any period during which
the Kauai Hotel is a Portfolio  Property,  a period  comprised of one Accounting
Period with respect to the Domestic  Hotels,  and either zero or one  Accounting
Period  with  respect  to the Kauai  Hotel,  all as more  fully set forth on the
schedule  attached  hereto as Exhibit C. For any period  during  which the Kauai
Hotel is not a Portfolio  Property,  Portfolio  Accounting Period shall have the
same  meaning  as the  definition  of  "Accounting  Period"  as set forth in the
Management Agreements applicable to the Domestic Hotels. Marriott shall have the
right to make changes to the  Portfolio  Accounting  Periods in the future,  and
appropriate  adjustments to this Agreement's reporting and accounting procedures
shall be made; provided, however, that no such change or adjustment shall in any
way reduce or in any material respect delay the distribution of Operating Profit
or other payments due hereunder.

         "Portfolio  Fiscal  Year" shall mean,  for any period  during which the
Kauai Hotel is a Portfolio  Property,  the thirteen (13) full Accounting Periods
of a Fiscal Year with  respect to the  Domestic  Hotels and the twelve (12) full
Accounting Periods of the most closely corresponding Fiscal Year with respect to
the Kauai Hotel. A partial  Portfolio Fiscal Year between the Effective Date and
the first full  Portfolio  Fiscal  Year shall  constitute  a separate  Portfolio
Fiscal Year. A partial  Portfolio  Fiscal Year following the last full Portfolio
Fiscal Year shall  constitute a separate  Portfolio  Fiscal Year. For any period
during which the Kauai Hotel is not a Portfolio Property,  Portfolio Fiscal Year
shall have the same meaning as the  definition  of "Fiscal Year" as set forth in
the Management Agreements applicable to the Domestic Hotels. Marriott shall have
the right to make  changes  to the  Portfolio  Fiscal  Year in the  future,  and
appropriate  adjustments to this Agreement's reporting and accounting procedures
shall be made; provided, however, that no such change or adjustment shall in any
way reduce or in any material respect delay the distribution of Operating Profit
or other payments due hereunder.

         "Portfolio Property" and "Portfolio Properties" shall have the meanings
set forth in the Recitals.

         "Priority  Management  Fee" shall have the meaning,  for each Property,
given such term in the Management Agreement for such Property.

         "Property"  and  "Properties"  shall have the meanings set forth in the
Recitals.

         "Prorated Portions" shall have the meaning set forth in Section 3.02.

                                      -7-
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         "Purchase Contracts" shall have the meaning set forth in the Recitals.

         "Reserve" shall have the meaning, for each Property, given such term in
the Management Agreement for such Property.

         "Second  Incentive  Management  Fee" shall have the  meaning,  for each
Property, given such term in the Management Agreement for such Property.

         "Sum Due  Marriott"  shall  have the  meaning  set forth in item (5) of
Section 2.02.A.

         "Sum Due  Tenant"  shall  have  the  meaning  set  forth in item (5) of
Section 2.02.A.

         "Surplus" shall have the meaning set forth in Section 7.01.C.

         "System Fee" shall have the meaning, for each Property, given such term
in the Management Agreement for such Property.

         "Tenant" shall have the meaning given such term in the Preamble.

         "Tenant  Advances"  shall  have the  meaning  set  forth in item (5) of
Section 2.02.A.

         "Tenant  Aggregate  Operating  Loss Advance" shall have the meaning set
forth in Section 3.03.

         "Tenant  Deconsolidation  Event"  shall have the  meaning  set forth in
Section 6.02.A.

         "Tenant Working  Capital  Advances" shall have the meaning set forth in
Section 5.01.B.

         "Tenant's First  Priority"  shall have the meaning,  for each Property,
given such term in the Management Agreement for such Property.

         "Tenant's Second  Priority" shall have the meaning,  for each Property,
given such term in the Management Agreement for such Property.

         "Tenant's Third  Priority"  shall have the meaning,  for each Property,
given such term in the Management Agreement for such Property.

         "Transaction  Documents"  shall have the  meaning  set forth in Section
7.01.

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         "Working  Capital"  shall  have  the  meaning,  with  respect  to  each
Property, given such term in the Management Agreement for such Property.

                                   ARTICLE II
                    COMPENSATION OF MANAGERS; PRIORITIES FOR
                   DISTRIBUTION OF AGGREGATE OPERATING PROFIT

         2.01. System and Management Fees

         In lieu of the  System  Fee,  the  Priority  Management  Fee,  the Base
Management  Fee, the First  Incentive  Management  Fee and the Second  Incentive
Management Fee to be paid pursuant to Section 3.01 of each Management Agreement,
the Managers of the  Portfolio  Properties  and Tenant agree that such  Managers
shall be paid, collectively, the following management fees:

         A. The Aggregate System Fee; plus

         B. The Aggregate Priority Management Fee; plus

         C. The Aggregate Base Management Fee; plus

         D. The Aggregate First Incentive Management Fee; plus

         E. The Aggregate Second Incentive Management Fee.

The Aggregate Priority Management Fee, the Aggregate First Incentive  Management
Fee and the Aggregate Second  Incentive  Management Fee shall be allocated among
the  Managers as the Managers  shall  determine  in their sole  discretion,  and
Tenant shall have no  responsibility  or liability in  connection  with any such
allocation as determined by the Managers or the  distribution  thereof among the
Managers.  If in any  Portfolio  Fiscal Year the amount of  Aggregate  Operating
Profit is insufficient,  after distributions  higher in the priority of payments
set  forth in  Section  2.02.A,  to pay the full  amount of the  Aggregate  Base
Management Fee, the Aggregate  First  Incentive  Management Fee or the Aggregate
Second  Incentive  Management Fee due for such Portfolio Fiscal Year, the amount
paid shall be allocated  among the Managers as the Managers  shall  determine in
their sole discretion, and any portion of the Aggregate Base Management Fee, the
Aggregate  First  Incentive  Management  Fee or the Aggregate  Second  Incentive
Management Fee for such Portfolio Fiscal Year left unpaid shall be deemed waived
and shall not accrue or be payable in any subsequent Portfolio Fiscal Year.

         2.02     Priorities for Distribution of Aggregate Operating Profit

         A.  Aggregate  Operating  Profit  shall be  distributed,  to the extent
available,  in the following order of priority (which distributions  Marriott is
irrevocably authorized to pay):

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              (1) First,  to Tenant,  in an amount equal to  Aggregate  Tenant's
First Priority.

              (2) Second,  to Tenant,  in an amount equal to Aggregate  Tenant's
Second Priority.

              (3) Third,  to Tenant,  in an amount equal to  Aggregate  Tenant's
Third Priority.

              (4) Fourth,  To Tenant,  in an amount  necessary to replenish  all
Holdback Agreement Advances.

              (5)  Fifth,  to (i)  Tenant in an amount  necessary  to  reimburse
Tenant for all Tenant Working Capital  Advances and Tenant  Aggregate  Operating
Loss Advances made by Tenant from time to time (collectively, "Tenant Advances")
which have not yet been repaid,  and (ii) to Marriott in an amount  necessary to
reimburse Marriott and/or any Affiliate for all Additional Marriott Advances and
all Additional  Manager  Advances made by Marriott or any Affiliate from time to
time which have not yet been repaid.  If at any time the amounts  available  for
distribution  to  Tenant  and  Marriott   pursuant  to  this  Section  2.02.A(5)
("Available  Funds")  are  insufficient  (a) to repay to Tenant all  outstanding
Tenant  Advances  (the  "Sum Due  Tenant"),  and (b) to repay  to  Marriott  all
outstanding  Additional  Marriott Advances and Additional  Manager Advances (the
"Sum Due Marriott"),  then (x) Tenant shall be paid from the Available Funds the
amount  obtained by  multiplying  a number equal to the amount of the  Available
Funds by a  fraction,  the  numerator  of which  is the Sum Due  Tenant  and the
denominator  of which is a number equal to the sum of the Sum Due Tenant and the
Sum Due Marriott,  and (y) Marriott  shall be paid from the Available  Funds the
amount  obtained by  multiplying  a number equal to the amount of the  Available
Funds by a fraction,  the  numerator  of which is the Sum Due  Marriott  and the
denominator  of which is a number equal to the sum of the Sum Due Tenant and the
Sum Due Marriott.

              (6)  Sixth,  to the  Manager in an amount  equal to the  Aggregate
Priority Management Fee.

              (7) Seventh,  to the Managers in an amount equal to the  Aggregate
Base Management Fee.

              (8) Eighth,  to the Managers,  in an amount equal to the Aggregate
First Incentive Management Fee (however,  in no event shall any amount be due or
payable by Marriott or any Manager  pursuant to this clause (8) in the event the
Aggregate First  Incentive  Management Fee is equal to or less than Zero Dollars
($0.00).

              (9) Ninth,  to the  Managers,  in an amount equal to the Aggregate
Second Incentive Management Fee.

              (10) Tenth, to Tenant, the balance, if any.

                                      -10-
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         B. For any Portfolio  Accounting  Period, if Tenant does not receive on
or before the first day of each Portfolio  Accounting Period Aggregate  Tenant's
First Priority for such  Portfolio  Accounting  Period (an  "Aggregate  Tenant's
First Priority Deficiency"), and further provided that if Marriott does not fund
such Aggregate  Tenant's First  Priority  Deficiency (as an Additional  Marriott
Advance  hereunder)  within ten (10) days of receiving  written  request for the
same from Tenant,  Tenant shall have the right to effect a  termination  of this
Agreement  and all (but not  less  than  all) of the  Management  Agreements  by
written  notice to  Marriott,  which  termination  shall be  effective as of the
effective  date which is set forth in said notice,  provided that said effective
date  shall be at least  thirty  (30) days after the date of such  notice.  Such
termination  (i) shall be in accordance  with the provisions of Section 11.11 of
each Management  Agreement,  (ii) shall  constitute a Manager Default under each
Management Agreement,  and (iii) shall entitle Tenant to all rights and remedies
available to it with  respect to Manager  Defaults as provided for in Article IX
of each Management Agreement.

                                   ARTICLE III
              ACCOUNTING; INTERIM DISTRIBUTIONS; ANNUAL ADJUSTMENTS

         3.01     Portfolio Accounting Periods; Statements; Distributions

         A.  The  Accounting  Periods  applicable  to the  Domestic  Hotels  are
different than the Accounting  Periods applicable to the Kauai Hotel in that the
Management  Agreements  applicable to the Domestic  Hotels  provide for thirteen
(13)  Accounting  Periods in each  Fiscal  Year,  and the  Management  Agreement
applicable  to the Kauai Hotel  provides for twelve (12)  Accounting  Periods in
each Fiscal  Year.  In order to allow all of the  Portfolio  Properties  to make
interim  accountings and  distributions on a pooled basis  notwithstanding  such
difference in Accounting Periods, all such interim accountings and distributions
with respect to such Portfolio  Properties shall be made only following and with
respect  to  each   Portfolio   Accounting   Period  as  provided   for  herein,
notwithstanding  any  provisions  to the  contrary  in  any  of  the  Management
Agreements.

         B.  Within  twenty  (20) days  after  the close of the last  Accounting
Period included within a Portfolio Accounting Period,  Marriott shall deliver an
interim  accounting  to  Tenant  showing  Aggregate  Gross  Revenues,  Aggregate
Deductions,  Aggregate  Operating  Profit,  and  application  and  distributions
thereof. Notwithstanding the order of distribution of Aggregate Operating Profit
set forth in Section  2.02.A,  for each Portfolio  Accounting  Period,  Marriott
shall,  with each such  accounting,  transfer to Tenant any interim  amounts due
Tenant hereunder,  transfer to the Managers any interim amounts due the Managers
(including,  without limitation, the Aggregate Base Management Fee calculated on
a  year-to-date  basis for such Portfolio  Fiscal Year),  and retain any interim
amounts due to Marriott under Section  2.02.A.  In addition,  each Manager shall
provide Tenant with interim  accountings  pursuant to the applicable  Management
Agreement on an  Accounting  Period basis for each  Portfolio  Property  that it
manages as if the applicable  Portfolio  Property were not a participant in this
Agreement.

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If the  portion  of  Aggregate  Operating  Profit  to be  distributed  to Tenant
pursuant to Items 1, 2, 3, 4 or 5 of Section 2.02.A is  insufficient to pay each
of such interim  amounts  then due in full  following  the end of any  Portfolio
Accounting  Period,  any such interim amounts left unpaid shall be paid from and
to the extent of  Aggregate  Operating  Profit  available  therefor  at the time
distributions are made following  successive  Portfolio Accounting Periods until
such interim amounts are paid in full, and such payments shall be made from such
Aggregate  Operating Profit in the same order of priority as other payments made
on account of such item in such following  Portfolio  Accounting Periods. If the
portion of  Aggregate  Operating  Profit to be  distributed  to  Marriott or the
Managers  pursuant to Items 5, 6 or 7 of Section 2.02.A is  insufficient  to pay
each of such interim amounts then due in full following the end of any Portfolio
Accounting  Period,  any such interim amounts left unpaid shall be paid from and
to the extent of  Aggregate  Operating  Profit  available  therefor  at the time
distributions are made following  successive  Portfolio Accounting Periods until
such interim amounts are paid in full, and such payments shall be made from such
Aggregate  Operating Profit in the same order of priority as other payments made
on  account  of such  item  in  such  following  Portfolio  Accounting  Periods.
Notwithstanding  the foregoing  sentence,  if, in any Portfolio Fiscal Year, the
Aggregate Base Management  Fee, the Aggregate First Incentive  Management Fee or
the  Aggregate  Second  Incentive  Management  Fee is not payable  under Section
2.02.A hereof,  the Managers shall not be entitled to the payment of the portion
of the Aggregate Base Management  Fee, the Aggregate First Incentive  Management
Fee or the Aggregate Second  Incentive  Management Fee not payable under Section
2.02.A  hereof,  and in no event shall  Tenant be liable for the payment of such
portion of the Aggregate  Base  Management  Fee, the Aggregate  First  Incentive
Management Fee or the Aggregate Second Incentive  Management Fee. The portion of
Aggregate  Operating  Profit to be distributed to Tenant for Aggregate  Tenant's
First  Priority  and  Aggregate  Tenant's  Third  Priority  for the then current
Portfolio  Fiscal Year, as well as the portion of Aggregate  Operating Profit to
be  distributed  to the  Managers as their  interim  Aggregate  First  Incentive
Management  Fee and  Second  Incentive  Management  Fee shall be  determined  by
applying a cumulative prorated amount to such Aggregate Tenant's First Priority,
Aggregate Tenant's Third Priority,  Aggregate First Incentive Management Fee and
Aggregate Second Incentive  Management Fee (calculated on a year-to-date  basis,
with the  prorated  amount being  one-thirteenth  (1/13) of the total amount for
each of such items with respect to each of the Domestic Hotels,  and one-twelfth
(1/12) of the total  amount  for each of such  items  with  respect to the Kauai
Hotel,  for each Portfolio  Accounting  Period of each Portfolio Fiscal Year) to
the year-to-date  cumulative Aggregate Operating Profit (all such portions being
hereinafter collectively referred to as the "Prorated Portions"). In each of the
second through thirteenth Portfolio Accounting Periods,  inclusive, the Prorated
Portions shall be adjusted to reflect distributions, in each instance, to Tenant
and the Managers and  retention by Marriott of Aggregate  Operating  Profit with
respect to such Prorated Portions for prior Portfolio  Accounting Periods during
the then current Portfolio Fiscal Year. All  distributions  shall be made in the
order of priority as set forth in Section 2.02.A.

                                      -12-
<PAGE>

         3.02     Annual Accounting Statements and Cash Adjustments

         A. The Fiscal Years  applicable  to the Domestic  Hotels are  different
than the  Fiscal  Years  applicable  to the Kauai  Hotel in that the  Management
Agreements  applicable  to  the  Domestic  Hotels  provide  for  a  Fiscal  Year
consisting of thirteen (13)  Accounting  Periods,  and the Management  Agreement
applicable  to the Kauai Hotel  provides for a Fiscal Year  consisting of twelve
(12)  Accounting  Periods,  and  the  beginning  and  end of  each  Fiscal  Year
applicable to the Domestic Hotels and the  corresponding  Fiscal Year applicable
to the Kauai Hotel will, in most instances, begin and end on different dates. In
order to allow all of the Portfolio  Properties to make annual  accountings  and
distributions on a pooled basis notwithstanding such difference in Fiscal Years,
all such annual  accountings  and  distributions  with respect to such Portfolio
Properties  shall be made only  following  and with  respect  to each  Portfolio
Fiscal  Year as provided  for  herein,  notwithstanding  any  provisions  to the
contrary in any of the Management  Agreements.  Calculations and payments of the
Aggregate Base Management Fee, the Aggregate First Incentive Management Fee, the
Aggregate Second  Incentive  Management Fee,  Tenant's First Priority,  Tenant's
Second  Priority,   Tenant's  Third  Priority  and  distributions  of  Aggregate
Operating Profit made with respect to each Portfolio  Accounting Period within a
Portfolio  Fiscal Year shall be accounted  for  cumulatively.  Within sixty (60)
days after the end of each  Portfolio  Fiscal Year,  Marriott  shall  deliver to
Tenant a statement  in  reasonable  detail  summarizing  the  operations  of the
Portfolio  Properties for the immediately  preceding Portfolio Fiscal Year and a
certificate of an officer of Marriott certifying that such year-end statement is
true and  correct.  Marriott,  the Managers  and Tenant  shall,  within ten (10)
Business Days after Tenant's receipt of such statement, make any adjustments, by
cash payment,  in the amounts paid or retained for such Portfolio Fiscal Year as
are needed because of the final figures set forth in such statement.  Such final
accounting  shall be  controlling  over the interim  accountings.  No adjustment
shall be made for any Aggregate  Operating Loss or Aggregate Operating Profit in
a preceding or subsequent  Portfolio Fiscal Year, subject to the audit rights of
Tenant as set forth in each  Management  Agreement.  Each Manager  shall provide
Tenant with interim and annual statements pursuant to the applicable  Management
Agreement  for each  Portfolio  Property  that it manages  as if the  applicable
Portfolio Property were not a participant in this Agreement.

         B. In addition,  on or before April 30 of each Fiscal Year,  commencing
on the April 30 following the date hereof,  Marriott shall deliver to Tenant and
Landlord an Officer's  Certificate  setting forth the totals of Aggregate  Gross
Revenue,  Aggregate  Deductions,  the  calculation of Aggregate  Tenant's Second
Priority and Aggregate Operating Profit After First Incentive Management Fee for
the Hotels with respect to which this  Agreement was in effect for the preceding
Portfolio  Fiscal  Year,  together  with an audit  thereof  conducted  by Arthur
Andersen  LLP, or another  so-called  "Big Five" firm of  independent  certified
public  accountants  proposed  by Manager and  approved by Tenant and  Landlord,
which approval shall not be unreasonably  withheld or delayed.  The cost of such
audit shall be an Aggregate Deduction hereunder.

                                      -13-
<PAGE>

         3.03     Aggregate Operating Loss

         To the extent there is an Aggregate  Operating  Loss for any  Portfolio
Accounting  Period,  Tenant shall have the right,  without any obligation and in
its sole and  absolute  discretion,  to  advance  funds  required  to fund  such
Aggregate  Operating  Loss within twenty (20) days after  Marriott has delivered
written  notice  thereof to Tenant.  Any Aggregate  Operating  Loss so funded by
Tenant shall  constitute a "Tenant  Aggregate  Operating Loss  Advance."  Tenant
Operating  Loss Advance  shall be repaid in  accordance  with Section  2.02.A(5)
hereof. If Tenant does not funds such Aggregate  Operating Loss,  Marriott shall
also have the right,  within twenty (20) days after such initial twenty (20) day
period,  without any  obligation  and in its sole and  absolute  discretion,  to
advance  funds  required to fund such  Aggregate  Operating  Loss,  and any such
advance shall constitute an Additional  Marriott  Advance.  Additional  Marriott
Advances shall be repaid in accordance with Section 2.02.A(5).  If neither party
elects to fund such Aggregate Operating Loss as provided for herein, the parties
will have the rights set forth in Section  4.01.E of each  Management  Agreement
for such Portfolio  Properties  (which right may be exercised as to all, but not
less than all, of such Portfolio Properties).

                                   ARTICLE IV
                             ACCOUNTS; EXPENDITURES

         4.01     Accounts

         All funds derived from operation of the Portfolio  Properties  shall be
deposited in one or more bank accounts  designated by Marriott,  which  accounts
may be  commingled  accounts  containing  other  funds  owned by or  managed  by
Marriott. The Pooled Reserve shall be held in an interest bearing escrow reserve
account in a bank or similar  institution  designated by Manager and  reasonably
acceptable to Tenant and Landlord, and the Pooled Reserve shall not be comingled
with any other funds.  Withdrawals  from said  accounts  shall be made solely by
representatives  of Marriott whose signatures have been  authorized.  Reasonable
petty cash funds shall be maintained at the Portfolio Properties.

         4.02 Expenditures and Payments

         A.  Marriott,  on  behalf  of and in  coordination  with  the  Managers
pursuant  to their  obligations  under the  Management  Agreements,  and in each
instance subject to the provisions of this Agreement,  shall make  expenditures,
to the extent of the  sufficiency of funds available  therefor  pursuant to this
Agreement, for all Aggregate Deductions,  and then, to reimburse Marriott or any
Affiliate for  expenditures to the extent such  expenditures  have constituted a
Manager Reserve Advance pursuant to any of the Management  Agreements.  Payments
made to reimburse  Marriott or any Affiliate for expenditures to the extent that
such  expenditures  have constituted a Manager Reserve Advance shall be deducted
from Aggregate  Operating  Profit prior to any other  deduction or  distribution
therefrom except for distributions of Aggregate Tenant's First Priority.

                                      -14-
<PAGE>

         B. Tenant  irrevocably  directs  Marriott to pay and Marriott agrees to
pay (or repay, as applicable),  from Aggregate Operating Profit, without notice,
demand or request  therefor,  but in each instance  subject to the provisions of
this Agreement: (i) Aggregate Tenant's First Priority, Aggregate Tenant's Second
Priority and Aggregate  Tenant's Third Priority,  to Tenant when due and payable
hereunder,  (ii)  replenishment  of any Holdback  Agreement  Advances to Tenant,
(iii)  distributions  to Tenant and Marriott  with  respect to Tenant  Advances,
Additional Marriott Advances and Additional Manager Advances, (iv) distributions
to the  Managers  with respect to the  Aggregate  Priority  Management  Fee, (v)
distributions to the Managers with respect to the Aggregate Base Management Fee,
and (vi) any other distributions  provided for in Section 2.02.A, in each of the
foregoing  instances  set forth in this Section  4.02.B(i)  through (vi), at the
time interim  distributions are made pursuant to Section 3.01, and to the extent
of the sufficiency of and in the order of  distribution  of Aggregate  Operating
Profit pursuant to Section 2.02.A.

         4.03  Classification  of Advances Made by Marriott to Cover Payments of
Aggregate Tenant's First Priority

         A. The  parties  acknowledge  that  Tenant,  to ensure  that Tenant has
sufficient  funds to timely pay Minimum  Rent due  pursuant to the Leases,  must
receive,  and Marriott  agrees to pay to Tenant  subject to the  sufficiency  of
funds available therefor pursuant to this Agreement and the Guaranty  Agreement,
Aggregate  Tenant's  First Priority on or before the first day of each Portfolio
Accounting  Period. As a result, it is possible that Marriott will pay Aggregate
Tenant's First Priority prior to determining  whether Aggregate Operating Profit
for such  Portfolio  Accounting  Period was  adequate  to cover  such  Aggregate
Tenant's First  Priority.  If for any given  Portfolio  Accounting  Period it is
determined  that  Aggregate  Operating  Profit was  inadequate to cover any such
payments of Aggregate  Tenant's  First  Priority that were made by Marriott with
respect to such Portfolio  Accounting Period, then one of the following shall be
applicable:

         1.       if the Guaranty  Term had not expired  before the first day of
                  such Portfolio Accounting Period and Marriott's  obligation to
                  advance funds had not terminated for any other reason pursuant
                  to the  terms of the  Guaranty  Agreement  (an  expiration  or
                  termination as aforesaid, hereinafter, a "Guaranty Termination
                  Event"),   then  that  portion  of  Aggregate  Tenant's  First
                  Priority paid with respect to such Portfolio Accounting Period
                  in excess of the sum of  Aggregate  Operating  Profit for such
                  Portfolio  Accounting Period shall be deemed to be a "Guaranty
                  Advance" made pursuant to the Guaranty Agreement; or

         2.       if a  Guaranty  Termination  Event had  occurred  prior to the
                  first  day of such  Portfolio  Accounting  Period,  then  that
                  portion of Aggregate Tenant's First Priority paid with respect
                  to such  Portfolio  Accounting  Period in excess of the sum of
                  Aggregate  Operating  Profit  for  such  Portfolio  Accounting
                  Period  shall be deemed to have been  funded by Marriott as an
                  Additional Marriott Advance.


                                      -15-
<PAGE>

         No  provision  of this  Section  4.03.A  shall be  construed to require
Marriott to make  payments of  Aggregate  Tenant's  First  Priority  except from
Aggregate Operating Profit and Marriott Guaranty Advances available therefor.

         B. Notwithstanding anything herein to the contrary,  within twenty (20)
days after the end of each Portfolio Accounting Period, Marriott shall determine
whether  it is deemed to have  made a  Marriott  Guaranty  Advance  pursuant  to
Section 4.03.A with respect to such Portfolio Accounting Period, and if Marriott
has made such an advance  with  respect  to such  Portfolio  Accounting  Period,
Marriott  shall advise  Tenant in writing of the type and amount of such advance
(each such notice, an "Advance Notice"). This paragraph shall only be applicable
with respect to advances made or deemed made pursuant to this Section 4.03.

         4.04  Financial  Statements.   Marriott  shall  furnish  the  following
statements to Tenant:

         A. As soon as  publicly  available  or, in the event the same  shall no
longer be required to be made public,  within forty-five (45) days after each of
the first three fiscal  quarters of any Portfolio  Fiscal Year,  the most recent
Consolidated Financials.

         B. As soon as  publicly  available  or, in the event the same  shall no
longer be required to be made public,  within  ninety (90) days after the end of
each  Portfolio  Fiscal Year, the most recent  Consolidated  Financials for such
year, certified by an independent certified public accountant.

         C. Promptly after the sending or filing thereof,  copies of all reports
which  Marriott  sends to its  security  holders  generally,  and  copies of all
periodic  reports which  Marriott  files with the United States  Securities  and
Exchange  Commission  or any stock  exchange  on which its  shares are listed or
traded.

                                    ARTICLE V
                     POOLING OF WORKING CAPITAL AND RESERVES

         5.01 Pooling of Working Capital

         A. The Working Capital applicable to all Portfolio  Properties pursuant
to the  Management  Agreements  shall be  pooled  and used by  Marriott  for the
purposes  set  forth  in  Section  4.02.A  hereof   pursuant  to  the  Managers'
cash-management   policies   (the   "Pooled   Working   Capital").    Upon   any
Deconsolidation  Event  as to one or more but  less  than  all of the  Portfolio
Properties,  Pooled  Working  Capital shall be allocated as described in Section
6.02.B. Upon the expiration or termination of all Management  Agreements for all
Portfolio  Properties,  Tenant  shall,  except  as  otherwise  provided  in  the
Management  Agreements  or this  Agreement,  receive any unused  Pooled  Working
Capital.

                                      -16-
<PAGE>

         B. Subject to Section 5.01.C,  Tenant shall have the right, without any
obligation and in its sole and absolute  discretion,  within ten (10) days after
written request  therefor,  to advance any additional  funds, over and above the
initial  Working  Capital for such Portfolio  Properties,  necessary to maintain
Pooled  Working  Capital at a level  determined  by  Marriott  to be  reasonably
necessary to satisfy the needs of the Portfolio  Properties  as their  operation
may from time to time require. Any such request by Marriott shall be accompanied
by a reasonably detailed  explanation of the reasons for this request. All funds
so advanced  shall be added to Pooled  Working  Capital.  All  advances  made by
Tenant pursuant to this Section 5.01.B shall constitute  "Tenant Working Capital
Advances."  Tenant Working  Capital  Advances shall be repaid in accordance with
Section  2.02.A(5).  Additionally,  if  Tenant  does not elect to  provide  such
additional funds, Marriott shall also have the right, without any obligation and
in its sole and absolute discretion, within ten (10) days after such initial ten
(10) day  period,  to advance  such  additional  funds as Tenant  elected not to
advance,  and any such advance shall constitute an Additional  Marriott Advance.
Additional  Marriott  Advances  shall  be  repaid  in  accordance  with  Section
2.02.A(5).  If neither  party elects to advance  funds as  contemplated  in this
Section 5.01.B,  the parties will have the rights set forth in Section 4.05.A of
each  Management  Agreement for such  Portfolio  Properties  (which right may be
exercised as to all, but not less than all, of such Portfolio Properties).

         C. Notwithstanding the provisions of Section 5.01.B, Marriott shall not
request  a Tenant  Working  Capital  Advance,  and will  make any such  required
advance from its own funds (which will not  constitute  an  Additional  Marriott
Advance), until the expiration of at least twelve (12) months from the date that
the last  Additional  Property  and  Initial  Property  has  become a  Portfolio
Property  (excluding any Additional Property or Initial Property with respect to
which the Agreement to Lease has been terminated).

         5.02 Pooling of Reserves

         All  deposits  required  to be made  to the  Reserves  pursuant  to the
Management  Agreements with respect to the Portfolio Properties shall instead be
pooled into one account to be used for the purposes set forth in the  Management
Agreements  for  the  Portfolio  Properties  on  a  pooled  basis  (the  "Pooled
Reserve").  The funds in the Pooled Reserve shall be available for all Portfolio
Properties  regardless of the amount of funds that would  otherwise be held in a
Reserve for a  particular  Portfolio  Property if the Reserves  were  separately
maintained.  Upon any Deconsolidation  Event as to one or more but less than all
of the Portfolio Properties,  the Pooled Reserve shall be allocated as described
in  Section  6.02.B.  Upon  the  expiration  or  termination  of all  Management
Agreements for all Portfolio  Properties,  Marriott  shall,  except as otherwise
provided in the Management Agreements or this Agreement, release and transfer to
Landlord or (if  directed by Landlord) to Tenant the  remaining  Pooled  Reserve
funds  after  payment of all  expenses  that are to be paid out of the  Reserves
pursuant  to the  Management  Agreements  relating  to  periods  prior  to  such
expiration or termination.


                                      -17-
<PAGE>

                                   ARTICLE VI
           ADDITION AND REMOVAL OF PROPERTIES AS PORTFOLIO PROPERTIES

         6.01     Addition of Properties as Portfolio Properties

         Immediately upon Closing  pursuant to a Purchase  Contract with respect
to an  Additional  Property  or leasing of an Initial  Property  pursuant to the
Agreement  to Lease and  execution  of a Lease with  respect  to such  Property,
execution of a  Management  Agreement  by the  applicable  Manager to manage the
Property (or confirmation of the applicability of a Management Agreement to such
Property,  as  applicable),  and  execution of the related  agreements  required
pursuant to the terms of the  Agreement to Lease or the Purchase  Contracts  (as
applicable), such Property shall be deemed to be a Portfolio Property subject to
the  provisions  of this  Agreement.  Simultaneously  with the execution of such
agreements, Marriott, the applicable Manager, and Tenant shall sign an agreement
confirming the applicability of this Agreement to such Property,  which shall be
binding on all parties to this Agreement and the signature of all other Managers
other than the applicable  Manager on any such confirmatory  agreement shall not
be  necessary  to bind  them in  confirming  that  such  Property  has  become a
Portfolio  Property.  If a Property becomes a Portfolio  Property on a day other
than the first day of a Portfolio  Accounting  Period,  prorated  amounts of the
Gross Revenues and Deductions (and other amounts as may be necessary) applicable
to such  Property for the period from and after the date on which such  Property
became a  Portfolio  Property as are  appropriate,  in the  parties'  reasonable
judgment,  shall be included in the  calculation of Aggregate Gross Revenues and
Aggregate  Deductions  (and other amounts as may be necessary) for the Portfolio
Accounting  Period in which  such  Property  became a  Portfolio  Property,  and
otherwise consistent with the provisions of Section 17 of the Agreement to Lease
with respect to Apportionments.

         6.02 Removal of Properties as Portfolio Properties

         A.  Each of the  following  shall be,  with  respect  to any  Portfolio
Property, a "Deconsolidation  Event": (i) if any Portfolio Property ceases to be
owned by (1) the owner of such Portfolio Property as of the date hereof, (2) any
Affiliate of the owner of such Portfolio  Property as of the date hereof or HPT,
or (3) any  other  permitted  successor  to the  interest  of the  owner of such
Portfolio  Property as of the date hereof and/or such  Affiliate of the owner of
such  Portfolio  Property as of the date hereof and HPT with respect to all (but
not less than  all) of the  then-remaining  Portfolio  Properties  (a  "Landlord
Deconsolidation  Event"),  or (ii) if any Portfolio Property ceases to be leased
by (1)  Tenant,  (2) any  Affiliate  of  Tenant  or  Landlord,  or (3) any other
permitted successor to the interest of Tenant, Landlord and/or such Affiliate of
either of them with respect to all (but not less than all) of the then-remaining
Portfolio  Properties  (a  "Tenant  Deconsolidation  Event"),  or  (iii)  if the
applicable  Management  Agreement is terminated  with respect to such  Portfolio
Property (a "Manager  Deconsolidation  Event").  No provision of this  Agreement
shall  be  construed  as  modifying  the  terms of any  Lease or

                                      -18-
<PAGE>

any Management Agreement, Franchise Agreement or Owner Agreement with respect to
transfers of any interest of any part therein.

         B. From and after the date of a Tenant Deconsolidation Event or Manager
Deconsolidation  Event with respect to any particular  Portfolio Property,  such
Property  shall no longer be treated as a  Portfolio  Property  pursuant to this
Agreement.  If the Deconsolidation Event occurs on a day other than the last day
of a Portfolio  Accounting  Period,  the parties  shall  exclude  such  prorated
amounts  of the Gross  Revenues  and  Deductions  (and  other  amounts as may be
necessary)   applicable   to  such   Property  for  the  period   following  the
Deconsolidation  Event, as are appropriate in their reasonable judgment,  in the
calculation  of Aggregate  Gross  Revenues and Aggregate  Deductions  (and other
amounts as may be necessary)  for the Portfolio  Accounting  Period in which the
Deconsolidation  Event  occurred.  Additionally,  the  parties  shall  make such
prorations,  adjustments,  allocations,  and changes  pursuant to the Allocation
Formula  set forth in  Section  6.02.C  hereof to  reflect  the  removal of such
Property from being subject to this Agreement, including, without limitation, to
allocate  to  such  Property  its  continuing  liability  with  respect  to  any
outstanding  Aggregate  Priority  Management  Fee,  any  outstanding  Additional
Marriott Advances,  any outstanding Additional Manager Advances, any outstanding
Holdback  Agreement  Advances  remaining to be replenished,  and any outstanding
Tenant Advances.  Notwithstanding the foregoing,  if the applicable Manager will
not continue to manage the Property  being  removed  pursuant to the  Management
Agreement  applicable to such  Property,  then (a) Tenant shall require that any
successor manager enter into a cash management agreement to which the applicable
Manager and Marriott are each a party which  provides  for  assurances  that the
Operating  Profit  for  such  Hotel  is  applied  to  repay  amounts  due to the
applicable  Manager  and  Marriott  in  accordance  with  Section  3.02.B of the
Management  Agreement with respect to the Hotel,  as the applicable  Manager and
Marriott  may  reasonably  require,  or (b) HPT shall  provide (and Tenant shall
cause HPT to so provide) a written  guaranty that the Operating  Profit for such
Hotel  shall be applied  to repay  amounts  due to the  applicable  Manager  and
Marriott in  accordance  with Section  3.02B of the  Management  Agreement  with
respect to each such Hotel  which  Manager  will no longer  continue  to manage.
Further  notwithstanding the foregoing, if Tenant will not continue to lease the
Property being removed  pursuant to the Lease,  then there shall be no reduction
of the  outstanding  amount of any Tenant  Working  Capital  Advances and Tenant
Aggregate  Operating  Loss  Advances.  Additionally,  in the  case of a  Manager
Deconsolidation   Event,  Tenant  and  the  applicable   Manager,   both  acting
reasonably,  shall  determine  the  portion  of (1) the Pooled  Working  Capital
allocable to the Property  being  removed from this  Agreement and the amount of
the Pooled  Working  Capital  so  allocated  shall be  remitted  to the  parties
entitled to the same pursuant to the applicable Management Agreement,  the Owner
Agreements  and this  Agreement,  and (2) the Pooled  Reserve  allocable  to the
Property  being removed from this Agreement and the amount of the Pooled Reserve
so allocated  shall,  after payment of all amounts  properly  payable  therefrom
pursuant to the  Management  Agreement and this  Agreement:  (i) if the Property
which is the subject of such Manager  Deconsolidation Event shall remain subject
to the  Lease,  be made  available  to Tenant to allow  Tenant  to  fulfill  its
obligations  under the Lease, and (ii) otherwise,  be delivered to Landlord.  In
determining  the portion of the Pooled Reserve


                                      -19-
<PAGE>

allocable to such Property, the parties shall take into account whether and when
such Property and the  Portfolio  Properties  have each  undergone a substantial
soft-goods or case-goods replacement.

         C. The "Allocation Formula" shall be to multiply the amount in question
by a fraction,  the numerator of which is the Operating  Profit for the Property
with  respect  to which a Tenant  Deconsolidation  Event  has  occurred  for the
preceding thirteen (13) full Portfolio  Accounting Periods,  and the denominator
of which is the Aggregate Operating Profit for all Portfolio  Properties for the
same  period.  From and after a Tenant  Deconsolidation  Event with respect to a
Property,  such Property  shall  continue to be liable for any items relating to
the  period  before  such  Tenant  Deconsolidation  Event as  allocated  to such
Property pursuant to this Section 6.02.C,  and, except as otherwise provided for
herein, the balance of the Portfolio  Properties shall have no further liability
with to such allocated amount.

         D. From and after the date of a Landlord Deconsolidation Event (that is
not also a Tenant Deconsolidation Event or a Manager Deconsolidation Event) with
respect to any particular  Portfolio Property,  such Property shall no longer be
treated as a Portfolio  Property for purposes of Section 5.02 of this Agreement,
but shall continue to be treated as a Portfolio Property for all other purposes.

         6.03  Removal of the Kauai Hotel as a Portfolio  Property.  At any time
while this Agreement is in effect and applicable to the Kauai Hotel,  Tenant may
elect,  upon not less than sixty (60) days written notice to Marriott,  to cause
the Kauai  Hotel to cease to be a  Portfolio  Property  subject  to the  pooling
aspects of this Agreement, and thereafter the Kauai Hotel,  notwithstanding that
no change has occurred with respect to ownership of Tenant's  leasehold interest
therein,  and notwithstanding  that no change has occurred with respect to Kauai
Owner's fee interest  therein,  shall be treated for all purposes as if a Tenant
Deconsolidation  Event and a Landlord  Deconsolidation  Event had occurred  with
respect thereto (a "Kauai Deconsolidation Event").

                                   ARTICLE VII
                              TRANSITION PROVISIONS

         7.01     Transition Of Initial Properties.

         The  parties  acknowledge  that,  subject  to the terms and  conditions
herein set forth,  it is their mutual intent to make  financial  adjustments  to
place  Tenant in the  economic  position in which it would have been had each of
the Initial Properties been made subject to the Lease and the pooling aspects of
this  Agreement  on the date hereof,  notwithstanding  the fact that some of the
Initial  Properties will be made subject to the Lease, the Management  Agreement
applicable  thereto,  the  pooling  aspects  of this  Agreement  and  all  other
documents  contemplated  by the  Agreement  to Lease  with  respect to each such
Initial  Property  (collectively,  the "Transaction  Documents")  after the date
hereof.  To give effect to such  intent,  the parties  hereby  agree as follows,
which

                                      -20-
<PAGE>

agreement  is a  material  part  of the  consideration  for  the  covenants  and
agreements set forth in this Agreement:

              A. Together with each interim accounting  provided to Tenant after
the close of each Portfolio  Accounting  Period as provided for in Section 3.01,
Marriott shall also deliver to Tenant a hypothetical interim accounting for such
Portfolio  Accounting  Period  (the  "Hypothetical  Report")  calculated  in all
respects as the actual interim  accounting  except that the Hypothetical  Report
shall be prepared on the assumption that each Initial  Property was made subject
to the Transaction Documents on the date of this Agreement,  notwithstanding the
actual date on which any of such Initial Properties were or will be made subject
to the  Transaction  Documents.  The  Hypothetical  Report  shall also take into
account sums paid with respect to such Portfolio Accounting Period to Affiliates
of HPT pursuant to existing lease  arrangements  between such  Affiliates of HPT
and Affiliates of Marriott ("Existing Lease Payments"), which lease arrangements
would otherwise have been  terminated had the Properties  which are the subjects
thereof been made subject to the Lease and the pooling aspects of this Agreement
on the date hereof.

              B. The  Hypothetical  Report  shall also  indicate any sums Tenant
would have been  entitled to receive as  distributions  of  Aggregate  Operating
Profit under  Sections  2.02 of this  Agreement  over and above  Existing  Lease
Payments  actually made with respect to such period,  using the  assumptions set
forth  for  such  Hypothetical  Report  in the  foregoing  Section  7.01.A  (the
"Hypothetical Tenant Distribution").

              C. If the  Hypothetical  Tenant  Distribution  is larger  than the
actual  distributions  due to Tenant (the  "Actual  Tenant  Distribution"),  the
difference between such Hypothetical  Tenant  Distribution and the Actual Tenant
Distribution shall constitute the "Deficiency Owed Tenant." If the Actual Tenant
Distribution is larger that the Hypothetical Tenant Distribution, the difference
between such Actual Tenant Distribution and the Hypothetical Tenant Distribution
shall constitute the "Surplus."

              D. If the foregoing interim accounting and Hypothetical Report for
any Portfolio  Accounting  Period  indicate a Deficiency  Owed Tenant,  Marriott
shall pay such  Deficiency  Owed Tenant to Tenant at the time it provides Tenant
with such interim  accounting and Hypothetical  Report. If the foregoing interim
accounting and Hypothetical Report for any Portfolio  Accounting Period indicate
a Surplus,  there shall be no  adjustment to the  distributions  provided for in
this Agreement.

              E. The  provisions  of this Section  7.01 shall  terminate on such
date as all  Initial  Properties  shall  have  either  (i)  become  a  Portfolio
Property,  or (ii) been  eliminated  from the Agreement to Lease pursuant to the
terms thereof. If a termination  pursuant to the foregoing clause (ii) occurs on
a day other than the last day of a Portfolio  Accounting Period,  Marriott shall
make such adjustments as are appropriate in its reasonable judgment,  to reflect
the  elimination  of any such Initial  Property for the balance of the Portfolio
Accounting  Period  in which  such  termination  occurred.  Furthermore,  if the
Agreement to Lease is terminated  with respect to any Initial  Property

                                      -21-
<PAGE>

prior to the date such  Initial  Property  becomes  a  Portfolio  Property,  the
Hypothetical  Report  shall be prepared  without  consideration  of such Initial
Property  from and  after  the date of such  termination  with  respect  to such
Initial Property.  If such termination  occurs on a day other than the first day
of a Portfolio  Accounting Period,  Marriott shall, in its reasonable  judgment,
make such  prorations and  adjustments as it deems  appropriate in preparing the
Hypothetical Report for such Portfolio Accounting Period.

         7.02     Annual Accounting Statements and Cash Adjustments

         Calculations  and payments of  Deficiencies  Owed Tenant and  Surpluses
made with respect to each Portfolio  Accounting Period within a Portfolio Fiscal
Year shall be accounted for  cumulatively.  Within sixty (60) days after the end
of each Portfolio  Fiscal Year,  Marriott shall deliver to Tenant a statement in
reasonable detail of such calculations for the immediately  preceding  Portfolio
Fiscal Year and a certificate of Marriott's chief accounting  officer certifying
that such year-end statement is true and correct.  The parties shall, within ten
(10)  Business  Days  after  Tenant's  receipt  of  such  statement,   make  any
adjustments, by cash payment if required as set forth above, in the amounts paid
or retained for such  Portfolio  Fiscal Year as are needed  because of the final
figures set forth in such statement.  Such final accounting shall be controlling
over the interim accountings.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

         8.01     Notices.

         A. Any and all notices, demands, consents, approvals, offers, elections
and other  communications  required or permitted  under this Agreement  shall be
deemed  adequately given if in writing and the same shall be delivered either in
hand,  by  telecopier  with  written  acknowledgment  of receipt,  or by mail or
Federal  Express or  similar  expedited  commercial  carrier,  addressed  to the
recipient  of the notice,  postpaid  and  registered  or  certified  with return
receipt  requested  (if by mail),  or with all  freight  charges  prepaid (if by
Federal Express or similar carrier).

         B. All notices  required or  permitted  to be sent  hereunder  shall be
deemed to have been given for all  purposes of this  Agreement  upon the date of
acknowledged  receipt, in the case of a notice by telecopier,  and, in all other
cases,  upon the date of receipt or  refusal,  except that  whenever  under this
Agreement a notice is either received on a day which is not a business day or is
required  to be  delivered  on or before a specific  day which is not a business
day, the day of receipt or required delivery shall  automatically be extended to
the next business day.

         C. All such notices shall be addressed,

         if to Marriott  (and/or if to a Manager,  addressed  to such Manager in
         care of Marriott, at the following address):

                                      -22-
<PAGE>

                  Marriott International, Inc.
                  10400 Fernwood Road, Dept. 52/924.11
                  Bethesda, Maryland 20817
                  Attn:  Treasurer
                  Telecopier No. (301) 380-5067

         with a copy to:

                  Marriott International, Inc.
                  10400 Fernwood Road, Dept. 52/923
                  Bethesda, Maryland 20817
                  Attn:  Assistant General Counsel -- Lodging Operations
                  Telecopier No. (301) 380-6727

         and a copy to:

                  Marriott International, Inc.
                  10400 Fernwood Road, Dept. 52/11.10
                  Bethesda, Maryland 20817
                  Attn:  Lodging - Senior Vice President, Finance
                  Telecopier No. (301) 380-3667

            and a copy to:

                   Venable, Baetjer and Howard, LLP
                   1800 Mercantile Bank and Trust Building
                   2 Hopkins Plaza
                   Baltimore, Maryland 21201
                   Attn:  James D. Wright, Esq.
                   Telecopier No. (410) 244-7742

            if to Tenant to:

                  HPT TRS MI-135, INC.
                  c/o Hospitality Properties Trust
                  400 Centre Street
                  Newton, Massachusetts 02458-2076
                  Attn:  President
                  Telecopier No. (617) 969-5730



                                      -23-
<PAGE>

with a copy to:

                  Sullivan & Worcester, LLP
                  One Post Office Square
                  Boston, Massachusetts  02109
                  Attn:  Alexander A. Notopoulos, Esq.
                         Sander E. Ash, Esq.
                  Telecopier No. (617) 338-2880

         D. By notice  given as herein  provided  the  parties  hereto and their
respective  successors and assigns shall have the right from time to time and at
any time while this Agreement is in effect to change their respective  addresses
effective upon receipt by the other party of such notice and each shall have the
right to specify as its address any other  address  within the United  States of
America.

         8.02 Applicable Law; Jurisdiction

         This Agreement shall be interpreted, construed, applied and enforced in
accordance  with  the laws of the  State of  Maryland  applicable  to  contracts
between  residents  of  Maryland  which  are  to be  performed  entirely  within
Maryland,  regardless of (i) where any such instrument is executed or delivered;
or (ii) where any payment or other  performance  required by any such instrument
is made or required to be made;  or (iii) where any breach of any  provision  of
any such instrument  occurs, or any cause of action otherwise  accrues;  or (iv)
where any  action or other  proceeding  is  instituted  or  pending;  or (v) the
nationality, citizenship, domicile, principal place of business, or jurisdiction
of organization or  domestication  of any party; or (vi) whether the laws of the
forum  jurisdiction  otherwise would apply the laws of a jurisdiction other than
the State of Maryland;  or (vii) any  combination of the foregoing.  The parties
acknowledge,  consent and agree that the United  States  District  Court for the
District of Maryland  and any court of  competent  jurisdiction  in the State of
Maryland  shall have  exclusive  jurisdiction  in any  proceeding  instituted to
enforce this  Agreement or any provision  hereof and any objections to venue are
hereby waived.

         8.03 Binding Effect

         The rights, powers,  privileges,  and discretions (hereinafter referred
to as the "rights") to which the parties may be entitled  hereunder  shall inure
to the benefit of each of their respective successors and permitted assigns. All
the rights of the parties herein are cumulative and not  alternative  and may be
enforced  successively or concurrently.  Failure of either party to exercise any
of its rights  shall not be deemed a waiver  thereof,  and no waiver of any of a
party's  rights  shall be  deemed  to  apply to any  other  rights.  The  terms,
covenants,  and conditions of or imposed upon each party herein shall be binding
upon the successors and assigns of such party.


                                      -24-
<PAGE>

         8.04 Severability

         In case any provision (or any part of any provision)  contained in this
Agreement shall for any reason be held to be invalid,  illegal or  unenforceable
in any respect,  such  invalid,  illegal or  unenforceable  provision  shall not
affect any other provision (or remaining part of the affected provision) of this
Agreement,  but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been included herein.

         8.05 Grammar

         When used herein,  the singular  shall  include the plural,  the plural
shall include the singular, and the use of any gender shall be applicable to all
genders.

         8.06 Time of the Essence

         Time  is of the  essence  in the  performance  of the  obligations  and
undertakings of the parties hereto.

         8.07 Captions

         The captions  appearing in this Agreement are inserted only as a matter
of  convenience  and do not define,  limit,  construe  or describe  the scope or
intent of the sections of this Agreement nor in any way affect this Agreement.

         8.08 Remedies

         No  remedy  herein  conferred  upon a party  hereto is  intended  to be
exclusive of any other remedy, and each and every remedy shall be cumulative and
shall be in addition to every other remedy  given  hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.

         8.09 Due Authorization

         Each  party  hereto  represents  and  warrants  to the other  that this
Agreement has been duly  authorized,  executed and delivered by the representing
party,  and  constitutes  the binding and  enforceable  obligation of such party
subject to (i) applicable bankruptcy,  insolvency,  reorganization,  moratorium,
and other  laws  affecting  the  rights  of  creditors  generally;  and (ii) the
exercise of judicial discretion in accordance with general principles of equity.

         8.10 Counterparts

         The parties  agree that this  Agreement  may be signed and delivered in
counterparts.

                                      -25-
<PAGE>

         8.11 Entire Agreement

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with respect to the subject  matter  hereof and shall  supersede and take
the place of any other instruments  purporting to be an agreement of the parties
hereto relating to the subject matter hereof.

         8.12 GAAP

         All calculations  made pursuant to this Agreement shall,  except to the
extent  expressly  provided to the contrary  herein,  be made in accordance with
generally accepted accounting principles, consistently applied.

         8.13 Tenant's  Obligations  Under The Lease.  Nothing  contained herein
shall limit Tenant's  obligations  under the Lease.  It is  acknowledged  by the
parties hereto that this Agreement is not intended to, and shall not,  interfere
with or restrict the Landlord's rights under the Lease.

         8.14  Termination of Tenant  Liability.  Upon  expiration of the entire
term of each Management Agreement and expiration of the entire term of the Lease
(in each  instance  including  with  respect  to any  exercised  renewals),  and
provided that such  expiration did not result from a default by Tenant under any
Management  Agreement,  Tenant shall have no further  liability for repayment of
Additional Marriott Advances made pursuant to this Agreement.

         8.15  Default.  It shall be a default by any party hereto if such party
fails to perform any obligation  hereunder  within eight (8) Business Days after
receipt of written notice from a  non-defaulting  party demanding such cure, or,
if such default is  susceptible  of cure,  but such cure cannot be  accomplished
within said eight (8) Business Day period of time, if the defaulting party fails
to commence the cure of such  default  within such eight (8) Business Day period
of such notice or thereafter fails to diligently pursue such cure to completion.

         8.16 NONLIABILITY OF OFFICERS, ETC. NO TRUSTEE, OFFICER, SHAREHOLDER OR
AGENT  OF  MARRIOTT,  ANY  MANAGER  OR  TENANT  SHALL  BE HELD  TO ANY  PERSONAL
LIABILITY,  JOINTLY  OR  SEVERALLY,  FOR ANY  OBLIGATION  OF, OR CLAIM  AGAINST,
MARRIOTT,  ANY MANAGER OR TENANT. ALL PERSONS DEALING WITH MARRIOTT, ANY MANAGER
OR TENANT, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF MARRIOTT, THE APPLICABLE
MANAGER  OR  TENANT,  AS THE  CASE  MAY BE,  FOR THE  PAYMENT  OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION HEREUNDER.


                                      -26-
<PAGE>



         8.17 Single Agreement; Integration.

              (A) It is expressly  acknowledged  and agreed by each of Marriott,
the Managers,  Landlord and Tenant that the  underlying  terms and conditions of
this  Agreement,   the  Guaranty,  the  Management  Agreements,   the  Franchise
Agreements  and each and every other  document  and  agreement  entered  into in
connection   herewith  or  therewith  and/or   contemplated  hereby  or  thereby
(collectively, the "Deal Terms") have been negotiated by the parties as a single
integrated   transaction.   The  fact  that  there  exists  separate  Management
Agreements  for the different  hotel brands is merely a matter of convenience to
Marriott  and  the  Managers  to  reflect  their  existing  internal   corporate
organization. The purpose of this Agreement and the intent of the parties hereto
is that the  Portfolio  Properties  at all times  constitute a single pool and a
portfolio and the Deal Terms have been established with this understanding (e.g.
The  purchase  price and rent for  certain  properties  has been set at a higher
amount  than would be the case if such  properties  were the  subject of a stand
alone  transaction  or smaller group  transaction  and not  aggregated  with the
Portfolio  Properties.  Landlord  and  Tenant  have  agreed to  include  certain
properties in this  transaction  in locations in which  neither would  otherwise
make an investment  but for the  existence of a portfolio.)  The purpose of this
Agreement  is that the  Properties  constitute  a single pool and the Deal Terms
have been  established  with purpose).  The  aggregation  and integration of the
properties into a single pool and portfolio is a material inducement to Landlord
and Tenant to agree to the Deal Terms and an  underiding  principle  of the Deal
Terms.

              (B) The  Managers  acknowledge  and agree that a  fundamental  and
material purpose of this Agreement is to integrate the Portfolio  Properties and
Deal  Terms as one and to  invalidate  the right of any  Manager  to reject  any
Management  Agreement or this  Agreement as to a particular  Portfolio  Property
(and not to all  Portfolio  Properties)  in the  event of a  bankruptcy  of such
manager. Accordingly,  Manager hereby waives, to the maximum extent permitted by
law,  any right to  terminate  this  Agreement  or reject any of the Deal Terms,
whether  pursuant  to the  Title  11 of the  U.S.  Code  or  any  other  similar
insolvency or state bankruptcy laws.

         8.18 Special Termination Right.

         The  parties  acknowledge  and  agree  that  if,   notwithstanding  the
provisions of Section 9.10 any Manager  terminates any  Management  Agreement or
this  Owner  Agreement  in  connection   with  such  Manager's   reorganization,
recapitalization  or  bankruptcy,  Tenant shall have the right to terminate each
remaining  Management Agreement and Franchise Agreement (without any termination
fee or penalty) by giving  written  notice thereof to Marriott and the Managers,
in which event, all Managing Agreements and franchise Agreements shall terminate
on the later to occur of the date set forth in such notice and 30 days after the
giving thereof.


                   [Signatures appear on the following page.]

                                      -27-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement with the intention of creating an instrument under seal.

                                    MARRIOTT:

WITNESS:                            MARRIOTT INTERNATIONAL, INC.

/s/ Laura H. Brophy                 By: /s/ Timothy J. Grisius (SEAL)
Name: Laura H. Brophy               Name:   Timothy J. Grisius
                                    Title:  Authorized Signatory


                                    MANAGERS:

WITNESS:                            MARRIOTT HOTEL SERVICES, INC.

/s/ Laura H. Brophy                 By: /s/ Timothy J. Grisius (SEAL)
Name: Laura H. Brophy               Name:   Timothy J. Grisius
                                    Title:  Authorized Signatory

WITNESS:                            RESIDENCE INN BY MARRIOTT, INC.

/s/ Laura H. Brophy                 By: /s/ Timothy J. Grisius (SEAL)
Name: Laura H. Brophy               Name:   Timothy J. Grisius
                                    Title:  Vice President

WITNESS:                            COURTYARD MANAGEMENT
                                    CORPORATION

/s/ Laura H. Brophy                 By: /s/ Timothy J. Grisius (SEAL)
Name: Laura H. Brophy               Name:   Timothy J. Grisius
                                    Title:  Vice President

WITNESS:                            SPRINGHILL SMC CORPORATION

/s/ Laura H. Brophy                 By: /s/ Timothy J. Grisius (SEAL)
Name: Laura H. Brophy               Name:   Timothy J. Grisius
                                    Title:  Vice President

WITNESS:                            TOWNEPLACE MANAGEMENT
                                    CORPORATION

/s/ Laura H. Brophy                 By: /s/ Timothy J. Grisius (SEAL)
Name: Laura H. Brophy               Name:   Timothy J. Grisius
                                    Title:  Vice President

                                      -28-
<PAGE>



                                    TENANT:

WITNESS:                            HPT TRS MI-135, INC.

/s/ Laura H. Brophy                 By: /s/ John G. Murray (SEAL)
Name: Laura H. Brophy               Name:   John G. Murray
                                    Title:  Vice President




                                      -29-
<PAGE>


                                    Exhibit A

                      Additional Limited Service Properties

                           1.       CYBM             Emeryville, CA
                           2.       SHBM             Renton, WA
                           3.       TSBM             Renton, WA










                                      -30-

<PAGE>




                                    Exhibit B

                               Initial Properties

                     1.       RIBM             Fresno, CA
                     2.       RIBM             Dallas/Richardson, TX
                     3.       RIBM             San Antonio, TX
                     4.       RIBM             Reno, Nevada
                     5.       RIBM             Fort Worth/Fossil Creek, TX
                     6.       CYBM             Fort Worth, Fossil Creek, TX
                     7.       CYBM             Houston/Hobby Airport, TX
                     8.       RIBM             Birmingham/Homewood, AL
                     9.       RIBM             Charlottesville, VA
                     10.      RIBM             Atlanta, GA
                     11.      RIBM             Fairfax/Fairlakes, VA
                     12.      RIBM             Bethlehem, PA
                     13.      CYBM             Bethlehem, PA
                     14.      CYBM             Birmingham, AL
                     15.      MHRS             Nashville, TN
                     16.      MHRS             St. Louis, MO
                     17.      TSBM             Atlanta/Norcross, GA
                     18.      TSBM             Norfolk, Newport News, VA
                     19.      TSBM             Atlanta/Northlake, GA
                     20.      TSBM             Virginia Beach, VA
                     21.      TSBM             Richmond/Northwest, VA
                     22.      TSBM             Fairfax/Chantilly, VA
                     23.      TSBM             Falls Church, Virginia
                     24.      RIBM             Raleigh Airport, NC
                     25.      CYBM             Charlston North, SC
                     26.      RIBM             Chicago/Waukegan, IL
                     27.      RIBM             Raleigh/Cary, NC
                     28.      TSBM             Chicago/W. Dundee, IL
                     29.      CYBM             Chicago/W. Dundee, IL
                     30.      TSBM             Detroit/Novi, MI
                     31.      CYBM             Detroit/Novi, MI






                                      -31-

<PAGE>


                                    Exhibit C

                          Portfolio Accounting Periods*

<TABLE>
<CAPTION>

  Portfolio Accounting Period per      Accounting Period Included         Accounting Period Included
       Portfolio Fiscal Year              From Domestic Hotel                From the Kauai Hotel
                                        Management Agreements's              Management Agreement's
                                              Fiscal Year                        Fiscal Year
------------------------------------------------------------------------------------------------------
<S>            <C>                                <C>                                 <C>

                1st                                1st                                 None
                2nd                                2nd                                 1st
                3rd                                3rd                                 2nd
                4th                                4th                                 3rd
                5th                                5th                                 4th
                6th                                6th                                 5th
                7th                                7th                                 6th
                8th                                8th                                 7th
                9th                                9th                                 8th
                10th                               10th                                9th
                11th                               11th                                10th
                12th                               12th                                11th
                13th                               13th                                12th
</TABLE>

*Assuming  that with respect to such  Portfolio  Accounting  Periods,  the Kauai
Hotel is, during such period, a Portfolio Property.




                                      -32-