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                                                                    EXHIBIT 10.1

                 AGREEMENT TO ASSIGN, RELEASE, FRANCHISE, MANAGE


         THIS AGREEMENT TO ASSIGN, RELEASE, FRANCHISE, MANAGE (this "Agreement")
is entered  into  effective  as of June 15, 2001 (the  "Effective  Date") by and
among  HOSPITALITY  PROPERTIES  TRUST, a Maryland real estate  investment  trust
("HPT"),  HPTMI  PROPERTIES  TRUST,  a Maryland  real  estate  investment  trust
("HPTMI"),  HPTMI HAWAII, INC., a Delaware corporation ("HPTMI Hawaii"), HPT TRS
MI-135, INC., a Delaware corporation (the "New Tenant"), MARRIOTT INTERNATIONAL,
INC.,  a  Delaware  corporation  ("MI"),  CR14  TENANT  CORPORATION,  a Delaware
corporation  ("CR14"),   CRTM17  TENANT  CORPORATION,   a  Delaware  corporation
("CRTM17"  and,  together  with  CR14,  collectively,  the  "Initial  Tenants"),
COURTYARD MANAGEMENT CORPORATION, a Delaware corporation ("Courtyard"), MARRIOTT
HOTEL SERVICES, INC., a Delaware corporation ("Full Service Manager"), RESIDENCE
INN BY MARRIOTT,  INC., a Delaware corporation ("Residence Inn"), SPRINGHILL SMC
CORPORATION,  a  Delaware  corporation  ("SpringHill"),   TOWNEPLACE  MANAGEMENT
CORPORATION, a Delaware corporation ("TownePlace"; and, together with Courtyard,
Full  Service  Manager,   Residence  Inn  and  SpringHill,   collectively,   the
"Managers").

                              W I T N E S S E T H:

         WHEREAS, pursuant to those certain fourteen (14) lease agreements which
are  further  described  on Exhibit A-1  attached  hereto and made a part hereof
(collectively,  the "CR14  Leases"),  HPTMI leases to CR14, and CR14 leases from
HPTMI,  certain  properties as further  described on Exhibit B-1 attached hereto
and made a part  hereof (the "CR14  Properties"),  subject to and upon the terms
and conditions set forth in the CR14 Leases; and

         WHEREAS,  pursuant to those  certain  seventeen  (17) lease  agreements
which are  further  described  on Exhibit  A-2  attached  hereto and made a part
hereof  (collectively,  the "CRTM 17 Leases" and, together with the CR14 Leases,
as the same shall be amended  pursuant to the terms  hereof,  collectively,  the
"Initial Leases"), HPTMI (as successor-in-interest to HPTMI III Properties Trust
pursuant to those certain  Articles of Merger which were filed on June 14, 2001)
leases to CRTM17,  and CRTM17 leases from HPTMI,  certain  properties as further
described  on Exhibit B-2  attached  hereto and made a part hereof (the  "CRTM17
Properties"; and, together with the CR14 Properties,  collectively, the "Initial
Properties"),  subject  to and upon the  terms and  conditions  set forth in the
CRTM17 Leases; and

         WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as
of the Effective Date, by and among  Courtyard,  SpringHill and  TownePlace,  as
sellers,  and  HPT,  as  purchaser  (as  the  same  may  be  amended,  restated,
supplemented or otherwise  modified from time to time as therein  provided,  the
"Limited  Service Purchase  Agreement"),  HPT agreed to purchase from Courtyard,
SpringHill and TownePlace,  and Courtyard,  SpringHill and TownePlace  agreed to
sell to HPT, three (3) additional properties as further described on Exhibit C-1
attached  hereto  and  made a  part  hereof  (the  "Additional  Limited  Service
Properties"),  subject  to and upon the  terms and  conditions  set forth in the
Limited Service Purchase Agreement; and

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         WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as
of  the  Effective  Date,  by and  between  Marriott  Kauai,  Inc.,  a  Delaware
corporation  ("Marriott  Kauai" and,  together with  Courtyard,  SpringHill  and
TownePlace,  collectively,  the "Sellers"), as seller, and HPT, as purchaser (as
the same may be amended, restated,  supplemented or otherwise modified from time
to time as therein provided,  the "Kauai Purchase  Agreement" and, together with
the  Limited   Service   Purchase   Agreement,   collectively,   the   "Purchase
Agreements"), HPT agreed to purchase one (1) additional property as described in
Exhibit C-2 attached  hereto and made a part hereof (the "Kauai  Property"  and,
together with the  Additional  Limited  Service  Properties,  collectively,  the
"Additional Properties"), subject to and upon the terms and conditions set forth
in the Kauai Purchase Agreement; and

         WHEREAS,  pursuant to that certain Assignment and Assumption Agreement,
dated as of the Effective  Date, by and between HPT and HPTMI,  HPT has assigned
to HPTMI all of HPT's  right,  title and  interest  under  the  Limited  Service
Purchase  Agreement,  and HPTMI has  agreed to assume  all of HPT's  obligations
under the Limited Service Purchase Agreement,  subject to and upon the terms and
conditions set forth in such Assignment and Assumption Agreement; and

         WHEREAS,  pursuant to that certain Assignment and Assumption Agreement,
dated as of the Effective  Date,  by and between HPT and HPTMI  Hawaii,  HPT has
assigned to HPTMI Hawaii all of HPT's right,  title and interest under the Kauai
Purchase  Agreement,  and  HPTMI  Hawaii  has  agreed  to  assume  all of  HPT's
obligations  under the Kauai Purchase  Agreement,  subject to and upon the terms
and conditions set forth in such Assignment and Assumption Agreement; and

         WHEREAS,  in  connection  with  the  transactions  contemplated  by the
Purchase  Agreements,  HPTMI and HPTMI  Hawaii  have  agreed to lease to the New
Tenant,  and the New Tenant has agreed to lease from HPTMI and HPTMI Hawaii, the
Additional Properties,  subject to and upon the terms and conditions hereinafter
set forth; and

         WHEREAS,  in  connection  with  the  transactions  contemplated  by the
Purchase  Agreements,  HPTMI and the  Initial  Tenants  have agreed to amend the
Initial  Leases,  subject to and upon the terms and conditions set forth in this
Agreement; and

         WHEREAS,  in  connection  with  the  transactions  contemplated  by the
Purchase  Agreements,  the  Initial  Tenants  have  agreed to assign the Initial
Leases to the New Tenant,  the New Tenant has agreed to accept  such  assignment
from the Initial  Tenants and HPTMI has agreed to consent to such assignment and
to release the Initial Tenants from their  liabilities and obligations under the
Initial  Leases,  subject to and upon the terms and conditions set forth in this
Agreement; and

         WHEREAS,  in  connection  with  the  transactions  contemplated  by the
Purchase Agreements, HPTMI, HPTMI Hawaii and the New Tenant have agreed to amend
the Additional  Leases and to further amend the Initial  Leases,  subject to and
upon the terms and conditions set forth in this Agreement; and

         WHEREAS,  in  connection  with  the  transactions  contemplated  by the
Purchase Agreements, the New Tenant has agreed to engage the Managers to manage,
and the Managers

                                      -2-
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have agreed to be engaged to manage,  the Properties  that are leased by the New
Tenant,  subject  to and  upon  the  terms  and  conditions  set  forth  in this
Agreement; and

         WHEREAS,  in  connection  with  the  transactions  contemplated  by the
Purchase  Agreements,  MI and the New Tenant  have agreed that in the event that
any of the  Managers  shall no longer  manage a Property,  such  Property  shall
continue to be operated as a Marriott brand hotel;

         WHEREAS, in connection with the transactions  contemplated the Purchase
Agreements,  the HPT Parties and the Marriott  Parties have agreed to enter into
various other agreements in order to accomplish all of the foregoing;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein  and  in the  Purchase  Agreements,  and  for  other  good  and  valuable
consideration,   the  receipt  and  legal   sufficiency   of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

         1.  Defined  Terms.  Capitalized  terms used  herein and not  otherwise
defined  herein  shall  have the  meanings  set  forth  below,  in the  Purchase
Agreements and/or the Initial Leases, as applicable.

                  (a)  "Additional   Leases"  shall  mean  those  certain  Lease
         Agreements,  dated as of the  Effective  Date, by and between HPTMI and
         the New Tenant, with respect to the Additional Properties,  as the same
         may be amended, restated,  supplemented or otherwise modified from time
         to time as therein provided.

                  (b)  "Additional  Limited Service  Properties"  shall have the
         meaning ascribed thereto in the recitals to this Agreement.

                  (c) "Additional  Properties"  shall have the meaning  ascribed
         thereto in the recitals to this Agreement.

                  (d) "Agreement" shall mean this Agreement to Assign,  Release,
         Franchise  and Manage,  together with Exhibits A through I, as the same
         may be amended, restated,  supplemented or otherwise modified from time
         to time as herein provided.

                  (e)  "Agreement  to Lease  (Kauai)"  shall  mean that  certain
         Agreement to Lease  (Kauai),  dated as of the  Effective  Date,  by and
         between  HPTMI  Hawaii  and MI, as the same may be  amended,  restated,
         supplemented  or  otherwise  modified  from  time  to  time  as  herein
         provided.

                  (f)  "Amendment  to Initial  Leases"  shall mean that  certain
         Amendment to Initial  Leases,  dated as of the  Effective  Date, by and
         among  HPTMI and the  Initial  Tenants,  with  respect  to the  Initial
         Leases.

                  (g)  "Amendment  to Closing  Leases"  shall mean that  certain
         Amendment to Closing Leases,  substantially in the form attached hereto
         as Exhibit D, to be entered  into by and  between  HPTMI  and/or  HPTMI
         Hawaii (as applicable) and Tenant with respect to the Properties  which
         are closing on such Closing Date.

                                      -3-
<PAGE>

                  (h)  "Apportionment  Time"  shall  have the  meaning  ascribed
         thereto in Section 17(a) to this Agreement.

                  (i)  "Assignment  Agreement"  shall  mean  an  Assignment  and
         Assumption  -Agreement,  substantially  in the form attached  hereto as
         Exhibit E, to be entered  into by and  between  CR14 and/or CRTM 17 (as
         applicable)  and the New Tenant with respect to the Initial  Properties
         which are closing on such Closing Date.

                  (j) "CR14"  shall  have the  meaning  ascribed  thereto in the
         preamble to this Agreement.

                  (k) "CR14 Leases" shall have the meaning  ascribed  thereto in
         the recitals to this Agreement.

                  (l) "CR14  Properties" shall have the meaning ascribed thereto
         in the recitals to this Agreement.

                  (m) "CRTM17"  shall have the meaning  ascribed  thereto in the
         preamble to this Agreement.

                  (n) "CRTM17 Leases" shall have the meaning ascribed thereto in
         the recitals to this Agreement.

                  (o)  "CRTM17  Properties"  shall  have  the  meaning  ascribed
         thereto in the recitals to this Agreement.

                  (p)  "Closing"  shall  mean  the  consummation  of the  within
         transactions with respect to any Property.

                  (q)  "Closing  Date" shall mean the date of any  Closing  with
         respect to any Property under this  Agreement.  Each Closing Date shall
         occur on the last day of an Accounting Period.

                  (r) "Courtyard" shall have the meaning ascribed thereto in the
         preamble to this Agreement.

                  (s) "Effective  Date" shall have the meaning  ascribed thereto
         in the preamble to this Agreement.

                  (t) "FF&E"  shall  have the  meaning  ascribed  thereto in the
         Management Agreements.

                  (u) "First  Closing  Date" shall mean the first  Closing  Date
         under this Agreement, which shall also be the date hereof.

                  (v) "First  Closing  Initial  Leases"  shall mean the  Initial
         Leases which are being assigned on the First Closing Date.

                                      -4-
<PAGE>

                  (w) "First Closing Initial  Properties" shall mean the Initial
         Properties which are closing on the First Closing Date.

                  (x) "First  Closing  Leases"  shall  mean,  collectively,  the
         Additional Leases and the First Closing Initial Leases.

                  (y) "First Closing Properties" shall mean,  collectively,  the
         Additional Properties and the First Closing Initial Properties.

                  (z) "Fixed  Asset  Supplies"  shall have the meaning  ascribed
         thereto in the Management Agreements.

                  (aa)  "Franchise  Agreement"  shall mean, with respect to each
         Property  (other  than  the  Kauai  Property),  a  Franchise  Agreement
         substantially   identical  in  form  and  substance  to  the  Franchise
         Agreements  identified on Exhibit F attached hereto (as the same may be
         modified in  accordance  with the  standards  of the  applicable  hotel
         brand),  to be  entered  into  at or  prior  to the  Closing  for  such
         Property,  by and  between  MI and the New  Tenant,  as the same may be
         amended, restated, supplemented or otherwise modified from time to time
         as therein  provided.  There shall be no  Franchise  Agreement  for the
         Kauai Property.

                  (bb) "HPT"  shall  have the  meaning  ascribed  thereto in the
         preamble to this Agreement.

                  (cc)  "HPT   Guaranty"   shall  mean  that  certain   Guaranty
         Agreement,  dated as of the Effective Date, made by HPT for the benefit
         of the MI and the  Managers,  as the  same  may be  amended,  restated,
         supplemented  or  otherwise  modified  from  time to  time  as  therein
         provided.

                  (dd) "HPT Parties" shall mean HPT, HPTMI, HPTMI Hawaii and the
         New Tenant.

                  (ee) "HPTMI"  shall have the meaning  ascribed  thereto in the
         preamble to this Agreement.

                  (ff) "HPTMI Hawaii" shall have the meaning ascribed thereto in
         the preamble to this Agreement.

                  (gg) "Holdback Agreement" shall mean that certain Holdback and
         Security  Agreement,  dated as of the Effective  Date, by and among MI,
         the Initial  Tenants,  HPTMI,  HPTMI Hawaii and the New Tenant,  as the
         same may be amended, restated,  supplemented or otherwise modified from
         time to time as therein provided.

                  (hh) "Initial  Leases" shall have the meaning ascribed thereto
         in the  recitals  to  this  Agreement,  as  the  same  may be  amended,
         restated,  supplemented  or  otherwise  modified  from  time to time as
         therein or herein provided.

                                      -5-
<PAGE>

                  (ii)  "Initial  Properties"  shall have the  meaning  ascribed
         thereto in the recitals to this Agreement.

                  (jj) "Initial Tenants" shall have the meaning ascribed thereto
         in the preamble to this Agreement.

                  (kk) "Inventories"  shall have the meaning ascribed thereto in
         the Management Agreements.

                  (ll) "Kauai Owner  Agreement"  shall mean that  certain  Owner
         Agreement,  dated as of the Effective  Date, by and among HPTMI Hawaii,
         the New Tenant and MI with respect to the Kauai Property,  as it may be
         amended, restated, supplemented or otherwise modified from time to time
         as herein or therein provided.

                  (mm) "Kauai  Property" shall have the meaning ascribed thereto
         in the recitals to this Agreement.

                  (nn)  "Kauai  Purchase   Agreement"  shall  have  the  meaning
         ascribed thereto in the recitals to this Agreement.

                  (oo) "Leases" shall mean, collectively,  the Additional Leases
         and the Initial Leases.

                  (pp) "Limited Rent Guaranty"  shall mean that certain  Limited
         Rent Guaranty,  dated as of the Effective  Date, made by MI in favor of
         HPTMI, as the same may be amended, restated,  supplemented or otherwise
         modified from time to time as therein or herein provided.

                  (qq) "MI"  shall  have the  meaning  ascribed  thereto  in the
         preamble to this Agreement.

                  (rr) "MI Guaranty" shall mean the Guaranty Agreement, dated as
         of the Effective  Date,  made by MI in favor of the New Tenant,  as the
         same may be amended, restated,  supplemented or otherwise modified from
         time to time as therein or herein provided.

                  (ss)  "Management  Agreement" shall mean, with respect to each
         hotel brand being operated at the Leased be modified in accordance with
         the standards of the applicable hotel brand),  to be entered into at or
         prior to the Closing  for the first  hotel being  operated as the hotel
         brand to which such Management  Agreement pertains,  by and between the
         New Tenant and the  applicable  Manager,  as the same may be confirmed,
         amended, restated, supplemented or otherwise modified from time to time
         as herein  or  therein  provided.  There  shall be one such  Management
         Agreement  between each  Manager and the New Tenant  (except that there
         shall be two such  Management  Agreements  between Full Service Manager
         and the New Tenant, one of which shall pertain exclusively to the Kauai
         Property).

                                      -6-
<PAGE>

                  (tt) "Managers" shall have the meaning ascribed thereto in the
         preamble to this Agreement.

                  (uu) "Marriott Parties" shall mean MI, the Initial Tenants and
         the Managers.

                  (vv) "Marriott Parties' Knowledge Group" shall mean Timothy J.
         Grisius and the acting general manager with respect any Property.

                  (ww) "New Tenant" shall have the meaning  ascribed  thereto in
         the preamble to this Agreement.

                  (xx)  "Owner   Agreement"   shall  mean  that  certain   Owner
         Agreement,  dated as of the Effective Date, by and among HPTMI, the New
         Tenant and MI with  respect to the  Properties  for which a Closing has
         occurred  (other  than  the  Kauai  Property),  as it may  be  amended,
         restated,  supplemented  or  otherwise  modified  from  time to time as
         herein or therein provided.

                  (yy)  "Pooling  Agreement"  shall  mean that  certain  Pooling
         Agreement,  dated  as of the  Effective  Date,  by and  among  MI,  the
         Managers,  CR14,  CRTM17,  and the New  Tenant,  as it may be  amended,
         restated,  supplemented  or  otherwise  modified  from  time to time as
         herein or therein provided.

                  (zz) "Property"  shall mean any one of the Initial  Properties
         or the Additional Properties.

                  (aaa) "Purchase  Agreements"  shall have the meaning  ascribed
         thereto in the  recitals  to this  Agreement,  as they may be  amended,
         restated,  supplemented  or  otherwise  modified  from  time to time as
         herein or therein provided.

                  (bbb) "Reserve" shall have the meaning ascribed thereto in the
         Leases.

                  (ccc)  "Residence Inn" shall have the meaning ascribed thereto
         in the preamble to this Agreement.

                  (ddd) "Sellers" shall have the meaning ascribed thereto in the
         preamble to this Agreement.

                  (eee)  "SpringHill" shall have the meaning ascribed thereto in
         the preamble to this Agreement.

                  (fff) "Termination Agreement" shall mean, with respect to each
         Initial Property, the Termination Agreement,  substantially in the form
         attached  hereto as Exhibit  H, to be  entered  into at or prior to the
         Closing Date for such Initial Property, by and among HPTMI, MI and CR14
         or CRTM17 (as applicable).

                  (ggg)  "TownePlace" shall have meaning ascribed thereto in the
         preamble to this Agreement.

                                      -7-
<PAGE>

                  (hhh)  "True-up"  shall have the meaning  ascribed  thereto in
         Section 18(b) to this Agreement.

                  (iii)  "Working  Capital"  shall  have  the  meaning  ascribed
         thereto in the Management Agreements.

         2. Agreement to Amend Initial Leases and Related Agreements. Subject to
and upon the terms and conditions  hereinafter set forth,  HPTMI and the Initial
Tenants each hereby  agree to amend the Initial  Leases in  accordance  with the
terms and  conditions of the Amendment to Initial  Leases.  On the First Closing
Date,  HPTMI and the Initial  Tenants shall execute and deliver the Amendment to
Initial Leases.

         3. Agreement to Assign and Related Agreements.

                  (a) Subject to and upon the terms and  conditions  hereinafter
         set forth, the Initial Tenants each hereby agree to assign all of their
         right,  title and interest in and to each of the Initial  Leases to the
         New  Tenant,  the New  Tenant  agrees to assume  the  Initial  Tenants'
         obligations and  liabilities  under the Initial Leases and HPTMI hereby
         agrees to consent to such assignment and to release the Initial Tenants
         from their  obligations  and liabilities  under the Initial Leases,  in
         each case in accordance with the terms and conditions of this Agreement
         and the applicable Assignment Agreement.

                  (b) On the First Closing Date,  the Initial  Tenants,  the New
         Tenant and HPTMI shall execute and deliver an Assignment Agreement with
         respect to the Initial  Leases listed on Exhibit A-3 hereto (the "First
         Closing Initial Leases").

                  (c) The assignment for each of the other Initial Leases (other
         than the First Closing  Initial Leases) shall take place on one or more
         subsequent  Closing  Dates,  which  subsequent  Closing  Dates shall be
         designated  in writing by the  Assignors to Assignee,  which date shall
         not be less  than ten (10)  Business  Days  after the date on which the
         Assignors give such notice.  Notwithstanding the foregoing, the parties
         agree that the Closing Date with  respect to each  Initial  Lease shall
         occur on or before June 30, 2004. On each subsequent Closing Date, CR14
         and/or CRTM17 (as  applicable),  the New Tenant and HPTMI shall execute
         and  deliver  an  Assignment  Agreement  with  respect  to the  Initial
         Properties which are being assigned on such subsequent Closing Date.

         4. Agreement to Lease and Related  Agreements.  Subject to and upon the
terms and conditions  hereinafter set forth, HPTMI and HPTMI Hawaii hereby agree
to lease the Additional  Properties to the New Tenant, and the New Tenant hereby
agrees to lease the  Additional  Properties  from  HPTMI  and HPTMI  Hawaii,  in
accordance with the terms and conditions of the Additional  Leases. On the First
Closing Date,  HPTMI or HPTMI Hawaii (as  applicable),  and the New Tenant shall
execute  and  deliver  an  Additional  Lease  with  respect  to each  Additional
Property.

         5. Agreement to Amend Closing Leases and Related Agreements. Subject to
and upon the terms and conditions hereinafter set forth, HPTMI, HPTMI Hawaii and
the New Tenant each hereby agree to amend the Additional  Leases and the Initial
Leases which have been

                                      -8-
<PAGE>

assigned  to New  Tenant in  accordance  with the terms  and  conditions  of the
Amendment to Closing Leases. On the First Closing Date, HPTMI and the New Tenant
shall  execute and deliver an  Amendment  to Closing  Leases with respect to the
First Closing Leases. On each subsequent  Closing Date, HPTMI and the New Tenant
shall  execute and deliver an  Amendment  to Closing  Leases with respect to the
Initial Leases which are being assigned on such subsequent Closing Date.

         6. Agreement to Franchise and Related  Agreements.  Subject to and upon
the terms and  conditions  hereinafter  set forth,  and to the  extent  that the
Management  Agreement  for any  Property  is  terminated,  MI and the New Tenant
desire that the New Tenant operate such Property (other than the Kauai Property)
in accordance  with the terms and  conditions of a Franchise  Agreement.  On the
First Closing Date,  the New Tenant and MI shall execute and deliver a Franchise
Agreement with respect to each of the First Closing  Properties  (except for the
Kauai  Property).  On each subsequent  Closing Date, the New Tenant and MI shall
enter into a Franchise  Agreement  with respect to each Initial  Property  under
each Initial Lease which is being assigned on such subsequent Closing Date.

         7. Agreement to Manage and Related Agreements.  Subject to and upon the
terms and conditions hereinafter set forth, the New Tenant agrees to engage each
Manager  to manage  certain of the  Properties,  and each  Manager  agrees to be
engaged to manage certain of the  Properties,  in accordance  with the terms and
conditions of the applicable  Management  Agreement.  On the First Closing Date,
the New  Tenant  and each  applicable  Manager  shall  enter  into a  Management
Agreement with respect to each brand of Marriott hotel that is being operated on
the First Closing  Properties.  On each subsequent  Closing Date, the New Tenant
and each  applicable  Manager  shall  enter  into a  Management  Agreement  or a
confirmation of Management  Agreement (as applicable) with respect to each brand
of Marriott hotel that is being  operated on each Initial  Property then closing
on such subsequent Closing Date.

         8.  Agreement  to Transfer  Liquor  Licenses.  Promptly  following  the
Closing  Date for each  Property,  MI shall  cause the liquor  license  for such
Property to be transferred to the Manager for such Property. The Initial Tenants
and the New  Tenant  each agree to  cooperate  with MI in  connection  with such
transfers.  Any expenses  associated  with such  transfers  shall be paid by the
applicable  Manager at its sole cost and  expense  and shall not be treated as a
Deduction under the Management Agreements or the Pooling Agreement.

         9. Representations of HPT. The HPT Parties hereby represent and warrant
that,  as of the  First  Closing  Date  (which  is the  date  hereof)  and  each
subsequent Closing Date hereunder:

                  (a)  Status  and  Authority  of  HPT.  HPT  is a  real  estate
         investment trust duly organized,  validly existing and in good standing
         under the laws of the State of Maryland, having all requisite power and
         authority to carry on its business as such business is presently  being
         conducted  and to enter  into this  Agreement  and the other  documents
         described in this  Agreement  to which it is a party and to  consummate
         the transactions contemplated hereby and thereby.

                  (b) Action of HPT.  HPT has taken all  necessary  action under
         its  charter  documents  to  authorize  the  execution,   delivery  and
         performance of this Agreement and

                                      -9-
<PAGE>

         the other documents described in this Agreement to which it is a party,
         this  Agreement,  and such  other  documents  constitute,  or will upon
         execution constitute,  the valid and binding obligations and agreements
         of HPT,  enforceable in accordance with their respective terms,  except
         as   enforceability   may  be   limited  by   bankruptcy,   insolvency,
         reorganization or similar laws of general  applicability  affecting the
         rights and remedies of creditors and moratorium  laws from time to time
         in effect,  and except to the extent that the availability of equitable
         relief may be subject to the  discretion  of the court before which any
         proceeding therefor might be brought.

                  (c)  No  Violations  of  Agreements  by  HPT.   Neither  HPT's
         execution,  delivery  or  performance  of this  Agreement  or the other
         documents described in this Agreement to which it is a party, nor HPT's
         compliance with the terms and provisions hereof or thereof, will result
         in any breach of the terms,  conditions or  provisions  of, or conflict
         with or  constitute a default  under,  or result in the creation of any
         lien, charge or encumbrance upon any property or assets of HPT pursuant
         to the terms of, any indenture, mortgage, deed of trust, note, evidence
         of indebtedness or any other agreement or instrument to which it may be
         a party  or by  which  it or any of its  properties  may be  bound,  or
         violate  any  provisions  of  laws,  or  any  applicable  order,  writ,
         injunction, judgment or decree or any court, or any applicable order or
         other  public  regulation  of any  governmental  commission,  bureau or
         administrative agency.

                  (d)  Status and  Authority  of HPTMI.  HPTMI is a real  estate
         investment trust duly organized,  validly existing and in good standing
         under the laws of the State of Maryland, having all requisite power and
         authority to carry on its business as such business is presently  being
         conducted  and to enter  into this  Agreement  and the other  documents
         described in this  Agreement  to which it is a party and to  consummate
         the transactions contemplated hereby and thereby.

                  (e)  Action of HPTMI.  HPTMI  has taken all  necessary  action
         under its charter  documents to authorize the  execution,  delivery and
         performance of this Agreement and the other documents described in this
         Agreement  to which  it is a  party,  this  Agreement,  and such  other
         documents constitute, or will upon execution constitute,  the valid and
         binding obligations and agreements of HPTMI,  enforceable in accordance
         with their respective terms, except as enforceability may be limited by
         bankruptcy,  insolvency,  reorganization  or  similar  laws of  general
         applicability  affecting  the  rights and  remedies  of  creditors  and
         moratorium  laws from time to time in effect,  and except to the extent
         that  the  availability  of  equitable  relief  may be  subject  to the
         discretion of the court before which any  proceeding  therefor might be
         brought.

                  (f) No  Violations of  Agreements  by HPTMI.  Neither  HPTMI's
         execution,  delivery  or  performance  of this  Agreement  or the other
         documents  described  in this  Agreement  to which  it is a party,  nor
         HPTMI's  compliance  with the terms and  provisions  hereof or thereof,
         will result in any breach of the terms, conditions or provisions of, or
         conflict with or constitute a default under,  or result in the creation
         of any lien, charge or encumbrance upon any property or assets of HPTMI
         pursuant to the terms of, any indenture, mortgage, deed of trust, note,
         evidence of  indebtedness or any other agreement or instrument to which
         it may be a party or by which it or any of its properties may be

                                      -10-
<PAGE>

         bound,  or violate any  provisions  of laws, or any  applicable  order,
         writ,  injunction,  judgment or decree or any court,  or any applicable
         order or other public regulation of any governmental commission, bureau
         or administrative agency.

                  (g) Status and  Authority of HPTMI  Hawaii.  HPTMI Hawaii is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of Delaware. HPTMI Hawaii has all requisite power
         and  authority  under  the  laws  of its  state  of  formation  and its
         respective  organizational  documents  to enter  into and  perform  its
         obligations  under this Agreement and the other documents  described in
         this   Agreement  to  which  it  is  a  party  and  to  consummate  the
         transactions contemplated hereby and thereby.

                  (h)  Action  of HPTMI  Hawaii.  HPTMI  Hawaii  has  taken  all
         necessary   action  under  its  charter   documents  to  authorize  the
         execution,  delivery and  performance  of this  Agreement and the other
         documents  described in this Agreement to which it is a party, and this
         Agreement and such other documents  constitute,  or will upon execution
         constitute,  the valid and binding  obligation  and  agreement of HPTMI
         Hawaii,  enforceable in accordance with their respective terms,  except
         as   enforceability   may  be   limited  by   bankruptcy,   insolvency,
         reorganization or similar laws of general  applicability  affecting the
         rights and remedies of creditors and moratorium  laws from time to time
         in effect,  and except to the extent that the availability of equitable
         relief may be subject to the  discretion  of the court before which any
         proceeding therefor might be brought.

                  (i) No Violations of Agreements by HPTMI Hawaii. Neither HPTMI
         Hawaii's  execution,  delivery or  performance of this Agreement or the
         other documents described in this Agreement to which it is a party, nor
         HPTMI  Hawaii's  compliance  with the  terms and  provisions  hereof or
         thereof,  will  result  in any  breach  of  the  terms,  conditions  or
         provisions  of, or conflict  with or  constitute  a default  under,  or
         result in the  creation  of any lien,  charge or  encumbrance  upon any
         property  or  assets of HPTMI  Hawaii  pursuant  to the  terms of,  any
         indenture,  mortgage,  deed of trust, note, evidence of indebtedness or
         any other  agreement or instrument to which HPTMI Hawaii may be a party
         or by which  HPTMI  Hawaii or any of its  properties  may be bound,  or
         violate  any  provisions  of  laws,  or  any  applicable  order,  writ,
         injunction, judgment or decree or any court, or any applicable order or
         other  public  regulation  of any  governmental  commission,  bureau or
         administrative agency.

                  (j) Status and Authority of the New Tenant.  The New Tenant is
         a corporation  duly  organized,  validly  existing and in good standing
         under  the  laws of the  State  of  Delaware.  The New  Tenant  has all
         requisite  power and authority under the laws of its state of formation
         and its respective  organizational  documents to enter into and perform
         its obligations under this Agreement and the other documents  described
         in  this  Agreement  to  which  it is a  party  and to  consummate  the
         transactions contemplated hereby and thereby.

                  (k)  Action of the New  Tenant.  The New  Tenant has taken all
         necessary   action  under  its  charter   documents  to  authorize  the
         execution,  delivery and  performance  of this  Agreement and the other
         documents  described in this Agreement to which it is a party,

                                      -11-
<PAGE>

         and this Agreement and such other  documents  constitute,  or will upon
         execution constitute, the valid and binding obligation and agreement of
         the New Tenant,  enforceable in accordance with their respective terms,
         except as  enforceability  may be  limited by  bankruptcy,  insolvency,
         reorganization or similar laws of general  applicability  affecting the
         rights and remedies of creditors and moratorium  laws from time to time
         in effect,  and except to the extent that the availability of equitable
         relief may be subject to the  discretion  of the court before which any
         proceeding therefor might be brought.

                  (l) No Violations of Agreements by the New Tenant. Neither the
         New Tenant's  execution,  delivery or  performance of this Agreement or
         the other documents described in this Agreement to which it is a party,
         nor the New Tenant's compliance with the terms and provisions hereof or
         thereof,  will  result  in any  breach  of  the  terms,  conditions  or
         provisions  of, or conflict  with or  constitute  a default  under,  or
         result in the  creation  of any lien,  charge or  encumbrance  upon any
         property  or assets of the New  Tenant  pursuant  to the terms of,  any
         indenture,  mortgage,  deed of trust, note, evidence of indebtedness or
         any other  agreement  or  instrument  to which the New  Tenant may be a
         party or by which the New Tenant or any of its properties may be bound,
         or violate any  provisions  of laws,  or any  applicable  order,  writ,
         injunction, judgment or decree or any court, or any applicable order or
         other  public  regulation  of any  governmental  commission,  bureau or
         administrative agency.

The HPT Parties'  liability with respect to the  representations  and warranties
set forth in this Agreement shall survive the Closing Date.

         10.  Representations  of the Marriott  Parties.  The  Marriott  Parties
hereby  represent  and warrant  that, as of the First Closing Date (which is the
date hereof) and each subsequent Closing Date hereunder:

                  (a)  Status  and  Authority  of MI. MI is a  corporation  duly
         organized,  validly existing and in good standing under the laws of the
         State of Delaware.  MI has all requisite  power and authority under the
         laws of the State of Delaware and its organizational documents to enter
         into and perform its  obligations  under this  Agreement  and the other
         documents  described  in this  Agreement  to which it is a party and to
         consummate the transactions contemplated hereby and thereby. MI is duly
         qualified to transact business in each jurisdiction in which the nature
         of the  business  conducted  or to be  conducted  by it  requires  such
         qualification.

                  (b) Action of MI. MI has taken all necessary  action under its
         charter documents to authorize the execution,  delivery and performance
         of this Agreement and the other  documents  described in this Agreement
         to which it is a party,  and this  Agreement  and such other  documents
         constitute,  or will upon execution  constitute,  the valid and binding
         obligations and agreements of MI,  enforceable in accordance with their
         respective  terms,   except  as   enforceability   may  be  limited  by
         bankruptcy,  insolvency,  reorganization  or  similar  laws of  general
         applicability  affecting  the  rights and  remedies  of  creditors  and
         moratorium  laws from time to time in effect  and  except to the extent
         that  the  availability  of  equitable  relief  may be  subject  to the
         discretion of the court before which any  proceeding  therefor might be
         brought.

                                      -12-
<PAGE>

                  (c) No  Violations  of  Agreements.  Neither  MI's  execution,
         delivery  or  performance  of this  Agreement  or the  other  documents
         described in this Agreement to which it is a party, nor MI's compliance
         with the terms and  provisions  hereof or  thereof,  will result in any
         breach of the terms,  conditions or provisions  of, or conflict with or
         constitute  a default  under,  or result in the  creation  of any lien,
         charge or encumbrance upon any property or assets of MI pursuant to the
         terms of, any indenture,  mortgage,  deed of trust,  note,  evidence of
         indebtedness  or any other agreement or instrument to which MI may be a
         party or by which MI or any of its properties may be bound,  or violate
         any  provisions of laws, or any  applicable  order,  writ,  injunction,
         judgment  or  decree or any  court,  or any  applicable  order or other
         public   regulation   of  any   governmental   commission,   bureau  or
         administrative agency.

                  (d) Status and Authority of the Initial Tenants.  Each Initial
         Tenant is a corporation  duly organized,  validly  existing and in good
         standing  under the laws of the State of Delaware.  Each Initial Tenant
         has all requisite  power and  authority  under the laws of the State of
         Delaware and its organizational documents to enter into and perform its
         obligations  under this Agreement and the other documents  described in
         this   Agreement  to  which  it  is  a  party  and  to  consummate  the
         transactions  contemplated  hereby and thereby.  Each Initial Tenant is
         duly qualified to transact  business in each  jurisdiction in which the
         nature of the business conducted or to be conducted by it requires such
         qualification.

                  (e) Action of the Initial  Tenants.  Each  Initial  Tenant has
         taken all necessary action under its charter documents to authorize the
         execution,  delivery and  performance  of this  Agreement and the other
         documents  described in this Agreement to which it is a party, and this
         Agreement and such other documents  constitute,  or will upon execution
         constitute,  the valid and binding  obligations  and agreements of each
         Initial Tenant,  enforceable in accordance with their respective terms,
         except as  enforceability  may be  limited by  bankruptcy,  insolvency,
         reorganization or similar laws of general  applicability  affecting the
         rights and remedies of creditors and moratorium  laws from time to time
         in effect and except to the extent that the  availability  of equitable
         relief may be subject to the  discretion  of the court before which any
         proceeding therefor might be brought.

                  (f)  No  Violations  of  Agreements  by the  Initial  Tenants.
         Neither  Initial  Tenant's  execution,  delivery or performance of this
         Agreement or the other  documents  described in this Agreement to which
         it is a party, nor such Initial Tenant's  compliance with the terms and
         provisions  hereof or thereof,  will result in any breach of the terms,
         conditions or  provisions  of, or conflict with or constitute a default
         under,  or result in the  creation of any lien,  charge or  encumbrance
         upon any  property  or assets of such  Initial  Tenant  pursuant to the
         terms of, any indenture,  mortgage,  deed of trust,  note,  evidence of
         indebtedness or any other agreement or instrument to which such Initial
         Tenant  may be a party or by which  such  Initial  Tenant or any of its
         properties  may be bound,  or violate any  provisions  of laws,  or any
         applicable order, writ, injunction, judgment or decree or any court, or
         any  applicable  order or other public  regulation of any  governmental
         commission, bureau or administrative agency.

                                      -13-
<PAGE>

                  (g) Status and  Authority of the  Managers.  Each Manager of a
         Property is a corporation duly organized,  validly existing and in good
         standing under the laws of the State of Delaware.  Each Manager has all
         requisite  power and authority  under the laws of the State of Delaware
         and  its  organizational  documents  to  enter  into  and  perform  its
         obligations  under this  Agreement and the documents  described in this
         Agreement  to which it is a party and to  consummate  the  transactions
         contemplated  hereby and  thereby.  Each  Manager is duly  qualified to
         transact  business  in each  jurisdiction  in which  the  nature of the
         business   conducted   or  to  be   conducted   by  it  requires   such
         qualification.

                  (h)  Action  of the  Managers.  Each  Manager  has  taken  all
         necessary   action  under  its  charter   documents  to  authorize  the
         execution,  delivery and  performance  of this  Agreement and the other
         documents  described in this Agreement to which it is a party, and such
         documents constitute, or will upon execution constitute,  the valid and
         binding  obligation  and  agreement  of such  Manager,  enforceable  in
         accordance with their respective terms, except as enforceability may be
         limited by bankruptcy,  insolvency,  reorganization  or similar laws of
         general  applicability  affecting  the rights and remedies of creditors
         and  moratorium  laws  from time to time in  effect  and  except to the
         extent that the  availability of equitable relief may be subject to the
         discretion of the court before which any  proceeding  therefor might be
         brought.

                  (i) No Violations  of  Agreements by Any Manager.  Neither the
         execution,  delivery or performance by any Manager of this Agreement or
         any of the  documents  described  in this  Agreement  to  which it is a
         party,  nor the compliance by any Manager with the terms and provisions
         hereof or thereof,  will result in any breach of the terms,  conditions
         or provisions  of, or conflict with or constitute a default  under,  or
         result in the  creation  of any lien,  charge or  encumbrance  upon any
         property  or  assets  of such  Manager  pursuant  to the  terms  of any
         indenture,  mortgage,  deed of trust, note, evidence of indebtedness or
         any other  agreement or instrument to which such Manager may be a party
         or by which such  Manager  or any of its  properties  may be bound,  or
         violate  any  provisions  of  laws,  or  any  applicable  order,  writ,
         injunction, judgment or decree of any court, or any applicable order or
         other  public  regulation  of any  governmental  commission,  bureau or
         administrative agency.

                  (j)  Representations  for  Additional  Properties.  All of the
         representations  and  warranties  made by each  of the  sellers  in the
         Purchase  Agreements  are true and  correct  in all  respects  and such
         representations  and  warranties  are hereby  restated  and made by the
         Marriott  Parties  directly  to and for the  benefit of each of the HPT
         Parties as if more fully set forth herein.

                  (k) Representations for Initial Properties.

                           (i) Disclosure.  To the Marriott  Parties'  Knowledge
                  Group's actual knowledge,  there is no fact or condition which
                  materially and adversely affects the physical condition of any
                  of the  Initial  Properties  which  has  not  been  previously
                  disclosed to HPTMI.

                                      -14-
<PAGE>

                           (ii)  Condition  of Initial  Properties.  Each of the
                  Initial  Properties is in good working order and repair and in
                  substantial  compliance  with the  Systems  Standards  and the
                  requirements  of  the  applicable   Franchise   Agreement  and
                  Management Agreement to be entered into by Tenant with respect
                  to such Initial Property.

                           (iii)  Employees.  The Marriott  Parties  acknowledge
                  that the Marriott  Parties shall be responsible for payment of
                  all wages and  salaries  payable  to,  and all  vacation  pay,
                  pension and welfare benefits and other fringe benefits accrued
                  with  respect  to all  individuals  employed  at such  Initial
                  Property relating to the period prior to the Closing Date with
                  respect to such Initial  Property and the Manager with respect
                  to such Initial  Property shall be responsible  for payment of
                  all such wages,  salaries and benefits  relating to the period
                  commencing  on and from the Closing  Date with respect to such
                  Initial  Property.  At no time  hereunder,  upon and after the
                  Closing  Date on which the Initial  Lease with respect to such
                  Initial  Property is assigned to New Tenant,  shall any of the
                  employees at such Initial Property (including any employees of
                  any manager  thereof),  be or be deemed to be the employees of
                  the HPT  Parties,  or be deemed to be  transferred  to the HPT
                  Parties.  If required,  each  applicable  Marriott  Party will
                  comply with the notice and other requirements under the Worker
                  Adjustment  Retraining and  Notification Act ("WARN Act"), the
                  Consolidated  Omnibus Budget  Reconciliation  Act ("COBRA") or
                  any similar  state or local  legislation  with respect to such
                  employee matters,  and such obligation shall survive each such
                  Closing,  notwithstanding anything to the contrary in the WARN
                  Act.  Because  the HPT Parties at no time will be or be deemed
                  to be the employer of the  employees at any Initial  Property,
                  it is expressly understood and agreed that the HPT Parties are
                  not and  shall  not be  responsible  or  liable,  directly  or
                  indirectly,  for  the  payment  of  any  benefits,   severance
                  liability, compensation, pay or other obligations, of whatever
                  nature,  due or  alleged  to be due  to  any  employee  at the
                  Initial Property  including  employees of any manager thereof,
                  or of such Marriott Party  attributable  to any time period up
                  to, upon and after the Closing Date on which the Initial Lease
                  with  respect to such  Initial  Property  is  assigned  to New
                  Tenant. Similarly, there shall be no union agreements, pension
                  plans,  health plans,  benefit  plans,  deferred  compensation
                  plans, bonus plans or vacation plans or similar agreements for
                  or concerning  such employees  which shall be binding upon the
                  HPT Parties.

                           (iv) FF&E, FAS and  Inventories.  Each Initial Tenant
                  has good and marketable title to the FF&E, FAS and Inventories
                  located  on or used in  connection  with  each of the  Initial
                  Properties,  and to the Marriott  Parties'  Knowledge  Group's
                  knowledge,  such FF&E, FAS and Inventories  have not been used
                  prior to their use at such Initial Property.

                           (v) System Standards.  The FF&E, FAS, Inventories and
                  Working  Capital  located at or otherwise  used in  connection
                  with each Initial Property (i) comply in all material respects
                  with the System  Standards  and with the  requirements  of the
                  applicable  Franchise Agreement and the applicable

                                      -15-
<PAGE>

                  Management  Agreement  for such Initial  Property and (ii) and
                  otherwise,  in the Marriott Parties' best reasonable judgment,
                  adequate, appropriate and at levels that are at least equal to
                  those found at other similarly  situated hotels  comparable to
                  such Initial Property.

                  (l) Title to Initial  Leases.  Neither of the Initial  Tenants
         has assigned all or any of portion of its right,  title and interest in
         and to its Initial  Leases to any other entity  except  pursuant to the
         terms  hereof.  Neither  Initial  Tenant  has  subleased  or  otherwise
         transferred or encumbered any portion of its Initial  Properties to any
         other  entity  except  pursuant to the terms  hereof.  Neither  Initial
         Tenant has  taken,  nor has such  Initial  Tenant  failed to take,  any
         actions that could result in a lien, claim or encumbrance  being placed
         on or filed against its Initial Leases or Initial Properties or against
         its right,  title and  interest  to the  Initial  Leases or the Initial
         Properties,  except for any liens,  claims and  encumbrances  that have
         been  previously  approved by HPTMI (or its  predecessor  in  interest)
         under, and in accordance with, the Initial Leases.

                  (m) No Defaults  under the  Initial  Leases.  There  exists no
         default nor state of facts which,  with the giving of notice and/or the
         passage of time,  would  constitute a default  under any of the Initial
         Leases  on  the  part  of  the  Initial  Tenant  which  is  the  tenant
         thereunder.  To the knowledge of the Marriott Parties' Knowledge Group,
         there  exists no default nor state of facts  which,  with the giving of
         notice and/or the passage of time, would constitute a default under any
         of the Initial Leases on the part of HPTMI.

                  (n) Ordinary Course. As of the Closing Date for each Property,
         Manager  and the  Initial  Tenants  shall have  operated,  managed  and
         otherwise  dealt  with  each  Property  then  closing  in its usual and
         customary  manner  in the  ordinary  course  and in a  manner  which is
         otherwise  substantially  consistent  with the  terms of the  Franchise
         Agreement and the Management Agreement applicable to such Property.

                  (o) Consents Required Under Management Agreements. Between the
         Effective  Date and the Closing Date for each Initial  Property  (other
         than those  Initial  Properties  which shall close on the First Closing
         Date),  neither  MI nor the  applicable  Manager  shall  have  taken or
         approved any action  affecting  such Initial  Property which would have
         required the consent of the New Tenant under the applicable  Management
         Agreement had such Management  Agreement been in effect with respect to
         such Initial  Property,  without the consent of the New Tenant (and the
         standard  for the New Tenant's  granting of such  consent  shall be the
         same  standard  as would have been  applicable  under  such  Management
         Agreement).

The  Marriott  Parties'  liability  with  respect  to  the  representations  and
warranties set forth in this Agreement shall survive the Closing Date.

         11. Additional Obligations of HPT Parties.

                  (a)  Deliveries  for the First  Closing  Date.  Subject to the
         satisfaction  of the  conditions  set forth in Section 13, on or before
         the  First  Closing  Date,  the HPT  Parties

                                      -16-
<PAGE>

         shall cause each of the  following  documents  to be duly  executed and
         delivered by the relevant HPT Party which is a party thereto:

                           (i) a  Termination  Agreement  for each First Closing
                  Initial Property, duly executed by HPTMI;

                           (ii) the Amendment to Initial  Leases,  duly executed
                  by HPTMI and the New Tenant;

                           (iii) an Assignment  Agreement with respect to all of
                  the First Closing Initial  Leases,  duly executed by HPTMI and
                  the New Tenant;

                           (iv) the  Additional  Leases,  duly executed by HPTMI
                  and the New Tenant;

                           (v) an  Amendment  to Closing  Leases with respect to
                  the First Closing Leases, duly executed by HPTMI, HPTMI Hawaii
                  and the New Tenant;

                           (vi) a Memorandum of Lease with respect to each First
                  Closing  Property,  duly  executed by HPTMI and the New Tenant
                  and in recordable form for the applicable jurisdiction;

                           (vii) the Agreement to Lease  (Kauai),  duly executed
                  by HPTMI Hawaii;

                           (viii) the Holdback Agreement, duly executed by HPTMI
                  Hawaii and the New Tenant;

                           (ix) the Pooling Agreement,  duly executed by the New
                  Tenant;

                           (x) a Franchise  Agreement with respect to each First
                  Closing  Property  which is closing on the First  Closing Date
                  (other  than the Kauai  Property),  duly  executed  by the New
                  Tenant;

                           (xi) a  Management  Agreement  with  respect  to each
                  Marriott brand  applicable to one or more of the First Closing
                  Properties, duly executed by the New Tenant;

                           (xii)  a  Memorandum  of  Management  Agreement  with
                  respect to each of the First Closing Properties, duly executed
                  by the New Tenant and in  recordable  form for the  applicable
                  jurisdiction;

                           (xiii) the Kauai Owner  Agreement,  duly  executed by
                  HPTMI Hawaii and the New Tenant;

                           (xiv) the Owner Agreement, duly executed by HPTMI and
                  the New Tenant;

                           (xv) the HPT Guaranty, duly executed by HPT;

                                      -17-
<PAGE>

                           (xvi) a certificate of a duly  authorized  officer of
                  the HPT Parties confirming the continued truth and accuracy of
                  the  representations and warranties of the HPT Parties in this
                  Agreement; and

                           (xvii)   a   Secretary's    Certificate    containing
                  applicable  resolutions  evidencing  the  authority of the HPT
                  Parties (as  applicable)  to execute and deliver the foregoing
                  documents.

                  (b) Deliveries for  Subsequent  Closing Dates.  Subject to the
         satisfaction  of the  conditions  set forth in Section 13, on or before
         each  subsequent  Closing Date, the HPT Parties shall cause each of the
         following  documents to be executed and delivered by the applicable HPT
         Party which is a party thereto:

                           (i) a  Termination  Agreement  with  respect  to each
                  Initial  Property  under  each  Initial  Lease  which is being
                  assigned on such  subsequent  Closing  Date,  duly executed by
                  HPTMI;

                           (ii) an Assignment  Agreement  with respect to all of
                  the Initial  Properties  under all of the Initial Leases which
                  are being  assigned  on such  subsequent  Closing  Date,  duly
                  executed by HPTMI and the New Tenant;

                           (iii) a  Memorandum  of Lease  with  respect  to each
                  Initial  Property  under  each  Initial  Lease  which is being
                  assigned on such  subsequent  Closing  Date,  duly executed by
                  HPTMI  and the  New  Tenant  and in  recordable  form  for the
                  applicable jurisdiction;

                           (iv) a  Franchise  Agreement  with  respect  to  each
                  Initial  Property  under  each  Initial  Lease  which is being
                  assigned on such subsequent Closing Date, duly executed by the
                  New Tenant;

                           (v) a  Management  Agreement  with  respect  to  each
                  Marriott brand applicable to the Initial  Properties under the
                  Initial  Leases  which are being  assigned on such  subsequent
                  Closing Date  (provided  that a Management  Agreement  has not
                  already  been  executed  as  aforesaid  with  respect  to such
                  Marriott brand), duly executed by the New Tenant;

                           (vi)  a  Memorandum  of  Management   Agreement  with
                  respect to each  Initial  Property  under each  Initial  Lease
                  being assigned on such subsequent  Closing Date, duly executed
                  by the New Tenant and in  recordable  form for the  applicable
                  jurisdiction;

                           (vii) a separate  confirmation  by the applicable HPT
                  Parties  of  each  of  the  following  agreements,  each  such
                  confirmation   to  be  in  form   and   substance   reasonably
                  satisfactory to the parties thereto,  modifying the applicable
                  agreement to include the Initial  Properties under the Initial
                  Leases  which are being  assigned on such  subsequent  Closing
                  Date  and  confirming  that (x)  such  agreement  has not been
                  further  modified,  or if modified  identifying all amendments
                  thereto,  (y) such

                                      -18-
<PAGE>

                  agreement  is in full  force and  effect,  and (z) to such HPT
                  Parties'  respective   knowledge,   no  default  has  occurred
                  thereunder:

                           1)       the  Holdback  Agreement,  duly  executed by
                                    HPTMI and the New Tenant;

                           2)       the Pooling Agreement,  duly executed by the
                                    New Tenant;

                           3)       the applicable  Management  Agreement,  duly
                                    executed by the New Tenant;

                           4)       the Owner Agreement,  duly executed by HPTMI
                                    and the New Tenant; and

                           5)       the HPT Guaranty, duly executed by HPT;

                           (viii) a certificate of a duly authorized  officer of
                  each of the HPT Parties  confirming  the  continued  truth and
                  accuracy  of the  representations  and  warranties  of the HPT
                  Parties in this Agreement; and

                           (ix) a Secretary's  Certificate containing applicable
                  resolutions  evidencing  the  authority  of  each  of the  HPT
                  Parties (as  applicable)  to execute and deliver the foregoing
                  documents to which it is a party.

                  (c) Additional  Deliveries  for Last Closing Date.  Subject to
         the  satisfaction  of the  conditions  set forth in  Section  13, on or
         before the last Closing  Date,  the HPT Parties shall cause each of the
         following  documents to be executed and/or  delivered by the applicable
         HPT Party which is a party thereto (in addition to the other  documents
         which are required to be executed and/or delivered  pursuant to Section
         11(b) above):

                           (i) a release of the Indemnity  Pledge  Agreement and
                  Security  Agreement,  dated as of April 3, 1997, made by MI to
                  HPTMI with respect to the stock of CR14, in form and substance
                  reasonably  satisfactory  to MI and HPTMI,  duly  executed  by
                  HPTMI;

                           (ii) a return  of that  Stock  Power  made by MI with
                  respect to the stock of CR14;

                           (iii) a return of that certain stock certificate with
                  respect to the outstanding stock in CR14;

                           (iv) a release of the Indemnity  Pledge Agreement and
                  Security Agreement,  dated as of December 29, 1998, made by MI
                  to HPTMI  with  respect  to the stock of  CRTM17,  in form and
                  substance  reasonably  satisfactory  to  MI  and  HPTMI,  duly
                  executed by HPTMI;

                           (v) a  return  of that  Stock  Power  made by MI with
                  respect to the stock of CRTM17; and

                                      -19-
<PAGE>

                           (vi) a return of that certain stock  certificate with
                  respect to the outstanding stock in CRTM17.

         12. Additional Obligations of MI and Manager.

                  (a)  Deliveries  for the First  Closing  Date.  Subject to the
         satisfaction  of the  conditions  set forth in Section 13, on or before
         the First  Closing Date,  the Marriott  Parties shall cause each of the
         following documents to be duly executed and delivered by the applicable
         Marriott Party which is a party thereto:

                           (i) a  Termination  Agreement  with  respect  to each
                  First Closing Initial  Property,  duly executed by the Initial
                  Tenant for such Initial Property;

                           (ii) the Amendment to Initial  Leases,  duly executed
                  by the Initial Tenants;

                           (iii) an Assignment  Agreement with respect to all of
                  the First  Closing  Initial  Properties,  duly executed by the
                  Initial Tenants for such Initial Properties;

                           (iv) an Amendment  to Closing  Leases with respect to
                  the First Closing Leases, duly acknowledged by MI, the Initial
                  Tenants and the applicable Managers;

                           (v) a Memorandum  of Lease with respect to each First
                  Closing  Initial  Property,  duly  executed by the  applicable
                  Initial  Tenant  and in  recordable  form  for the  applicable
                  jurisdiction;

                           (vi) the Agreement to Lease (Kauai), duly executed by
                  Marriott;

                           (vii) the Holdback Agreement, duly executed by MI and
                  the Initial Tenants;

                           (viii) the MI Guaranty, duly executed by MI;

                           (ix) the Limited Rent Guaranty, duly executed by MI;

                           (x) the Pooling Agreement, duly executed by MI, CR14,
                  CRTM17 and each Manager;

                           (xi) a Franchise Agreement with respect to each First
                  Closing  Property  (other  than  the  Kauai  Property),   duly
                  executed by MI;

                           (xii) a  Management  Agreement  with  respect to each
                  Marriott  brand  applicable to the First  Closing  Properties,
                  duly executed by the  applicable  Manager with respect to such
                  Marriott Brand;

                                      -20-
<PAGE>

                           (xiii) a  Memorandum  of  Management  Agreement  with
                  respect to each First Closing  Property,  duly executed by the
                  Manager  for  such  Property  and in  recordable  form for the
                  applicable jurisdiction;

                           (xiv) the Owner  Agreement,  duly  executed by MI and
                  the Managers;

                           (xv) a Bill of Sale with  respect to the FF&E,  Fixed
                  Asset Supplies,  Inventories and Working Capital located on or
                  used in connection  with each First Closing  Initial  Property
                  under each First Closing  Initial Lease,  duly executed by the
                  Manager  for such  Initial  Property,  in form  and  substance
                  reasonably satisfactory to such Manager and HPTMI;

                           (xvi) a written  opinion from counsel to the Marriott
                  Parties  (which may be their  in-house  counsel),  in form and
                  substance   reasonably   satisfactory   to  the  HPT  Parties,
                  regarding  the  organization  and  authority  of the  Marriott
                  Parties  and  such  other  persons  as  the  HPT  Parties  may
                  reasonably  require,  the enforceability of this Agreement and
                  such  other   matters   with   respect  to  the   transactions
                  contemplated  by  this  Agreement  or as the HPT  Parties  may
                  reasonably require.

                           (xvii)  certificate of a duly  authorized  officer of
                  the  Marriott  Parties  confirming  the  continued  truth  and
                  accuracy of the  representations and warranties of each of the
                  Marriott Parties in this Agreement; and

                           (xviii)  certified  copies of applicable  resolutions
                  and  certificates  of  incumbency  with respect to each of the
                  Marriott Parties.

                  (b) Deliveries for  Subsequent  Closing Dates.  Subject to the
         satisfaction  of the  conditions  set forth in Section 13, on or before
         each subsequent  Closing Date, the Marriott Parties shall cause each of
         the following  documents to be executed and delivered by the applicable
         Marriott Party which is a party thereto:

                           (i) a  Termination  Agreement  with  respect  to each
                  Initial  Property  under  each  Initial  Lease  which is being
                  assigned on such subsequent Closing Date, duly executed by the
                  Initial Tenant for such Initial Property;

                           (ii) an Assignment  Agreement  with respect to all of
                  the Initial  Properties  under all of the Initial Leases which
                  are being  assigned  on such  subsequent  Closing  Date,  duly
                  executed by the applicable Initial Tenants;

                           (iii) a  Memorandum  of Lease  with  respect  to each
                  Initial  Property  under  each  Initial  Lease  which is being
                  assigned on such subsequent Closing Date, duly executed by the
                  applicable   Initial   Tenant  in  recordable   form  for  the
                  applicable jurisdiction;

                           (iv) a  Franchise  Agreement  with  respect  to  each
                  Initial  Property  under  each  Initial  Lease  which is being
                  assigned on such subsequent Closing Date, duly executed by MI;

                                      -21-
<PAGE>

                           (v) a  Management  Agreement  with  respect  to  each
                  Marriott brand applicable to the Initial  Properties under the
                  Initial  Leases  which are being  assigned on such  subsequent
                  Closing  Date,  duly executed by the  applicable  Manager with
                  respect to such  Marriott  brand,  provided  that a Management
                  Agreement  has not already  been  executed as  aforesaid  with
                  respect to such Marriott brand;

                           (vi) a Memorandum of each  Management  Agreement with
                  respect to each  Initial  Property  under each  Initial  Lease
                  which is being closed on such  subsequent  Closing Date,  duly
                  executed  by MI and in  recordable  form  for  the  applicable
                  jurisdiction;

                           (vii) a Bill of Sale with respect to the FF&E,  Fixed
                  Asset  Supplies,  Inventories  and Working  Capital located or
                  used in  connection  with each  Initial  Property  under  each
                  Initial Lease being assigned on such subsequent  Closing Date,
                  duly  executed by the Manager for such  Initial  Property,  in
                  form and substance reasonably satisfactory to such Manager and
                  HPTMI;

                           (viii)  a  separate  confirmation  by the  applicable
                  Marriott  Parties of each of the  following  agreements,  each
                  such  confirmation  to be in  form  and  substance  reasonably
                  satisfactory to the parties  hereto,  modifying the applicable
                  agreement to include the Initial  Properties under the Initial
                  Leases  which are being  assigned on such  subsequent  Closing
                  Date  and  confirming  that (x)  such  agreement  has not been
                  further  modified,  or if modified  identifying all amendments
                  thereto,  (y) such agreement is in full force and effect,  and
                  (z) to such MI Party's  respective  knowledge,  no default has
                  occurred by such MI Party (as applicable) thereunder:

                           1)       the Holdback Agreement,  duly executed by MI
                                    and the Initial Tenants;

                           2)       the Pooling Agreement,  duly executed by MI,
                                    the Initial Tenants and each Manager;

                           3)       the applicable  Management  Agreement,  duly
                                    executed  by  the  applicable  Manager  with
                                    respect to each applicable Marriott brand;

                           4)       the MI Guaranty, duly executed by MI;

                           5)       the Limited Rent Guaranty,  duly executed by
                                    MI; and

                           6)       the Owner Agreement, duly executed by MI and
                                    the Managers.

                           (ix) a written opinion from Sullivan & Worcester LLP,
                  counsel to the HPT Parties,  in form and substance  reasonably
                  satisfactory   to  the   Marriott   Parties,   regarding   the
                  organization   and  authority  of  the  HPT  Parties  and  any
                  affiliates  of the HPT  Parties  which are then a party to the
                  transactions    contemplated    by   this

                                      -22-
<PAGE>

                  Agreement, the enforceability of this Agreement and such other
                  matters with respect to the transactions  contemplated by this
                  Agreement or as the Marriott Parties may reasonably require.

                           (x) a  certificate  of a duly  authorized  officer of
                  each of the Marriott  Parties  confirming the continued  truth
                  and  accuracy of the  representations  and  warranties  of the
                  Marriott Parties in this Agreement; and

                           (xi) certified  copies of applicable  resolutions and
                  certificates  of  incumbency  with  respect  to  each  of  the
                  Marriott Parties.

                  (c) Additional  Deliveries  for Last Closing Date.  Subject to
         the  satisfaction  of the  conditions  set forth in  Section  13, on or
         before the last Closing  Date,  the HPT Parties shall cause each of the
         following  documents to be executed and/or  delivered by the applicable
         HPT Party which is a party thereto (in addition to the other  documents
         which are required to be executed and/or delivered  pursuant to Section
         12(b) above):

                           (i) Release of Guaranty Agreement,  dated as of April
                  3,  1997,  made by HPT in  favor of MI and  CR14,  in form and
                  substance  reasonably  satisfactory  to HPT, MI and CR14, duly
                  executed by MI and CR14; and

                           (ii)  Release  of  Guaranty  Agreement,  dated  as of
                  December 29, 1998,  made by HPT in favor of MI and CRTM17,  in
                  form and  substance  reasonably  satisfactory  to HPT,  MI and
                  CRTM17, duly executed by MI and CRTM17.

         13. Conditions Precedent.

                  (a) With respect to the Closing which shall occur on the First
         Closing  Date,  it  shall  be a  condition  precedent  to each  party's
         performance   hereunder  that  the  consummation  of  the  transactions
         contemplated by the Purchase Agreements shall have occurred.

                  (b) With respect to each  Closing  which shall occur after the
         First  Closing  Date,  it shall  be a  condition  precedent  to the HPT
         Parties' performance  hereunder with respect to such subsequent Closing
         that:

                           (i) there  shall  exist no default on the part of any
                  of the Marriott  Parties  (after notice and the  expiration of
                  any cure periods with respect  thereto) under this  Agreement,
                  the Initial  Leases not  previously  assigned to Tenant or any
                  other document executed in connection herewith or therewith or
                  contemplated hereby or thereby; and

                           (ii)  all   representations  and  warranties  of  the
                  Marriott Parties contained herein shall be true and correct as
                  of such Closing Date.

                  (c) With respect to each  Closing  which shall occur after the
         First Closing  Date, it shall be a condition  precedent to the Marriott
         Parties' performance  hereunder with respect to such subsequent Closing
         that:

                                      -23-
<PAGE>

                           (i) there  shall  exist no default on the part of any
                  of the HPT Parties  (after  notice and the  expiration  of any
                  cure periods with respect  thereto) under this Agreement,  the
                  Management  Agreements,  the Franchise Agreements or any other
                  document  executed  in  connection  herewith or  therewith  or
                  contemplated hereby or thereby; and

                           (ii) all  representations  and  warranties of the HPT
                  Parties  contained herein shall be true and correct as of such
                  Closing Date.

         14. Guaranties.

                  (a) HPT hereby  unconditionally  guarantees the obligations of
         each  of the  HPT  Parties  to  execute  and  deliver  each  and  every
         instrument,  document or agreement  contemplated  hereby, to which such
         HPT Party is to be a party,  upon the  satisfaction  of all  conditions
         precedent  thereto  as  described  in this  Agreement,  but  subject to
         Section 17(a) below.

                  (b) MI hereby  unconditionally  guarantees the  obligations of
         each of the  Marriott  Parties to execute  and  deliver  each and every
         instrument,  document or agreement  contemplated  hereby, to which such
         Marriott  Party  is  to  be a  party,  upon  the  satisfaction  of  all
         conditions  precedent  thereto  as  described  in this  Agreement,  but
         subject to Section 17(b) below.

         15. 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 be extended  automatically to
         the next Business Day.

                                      -24-
<PAGE>

                  (c) All such notices shall be addressed,

         If to any HPT Party to:

                  c/o Hospitality Properties Trust
                  400 Centre Street
                  Newton, Massachusetts  02458
                  Attn:  Mr. John G. Murray
                  [Telecopier No. (617) 969-5730]

                  with a copy to:

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

         If to any Marriott Party to:

                  Marriott International, Inc.
                  10400 Fernwood Road, Dept. 52/924.11
                  Bethesda, Maryland  20817
                  Attn:  Mr. Michael E. Dearing
                  [Telecopier No. (301) 380-5067]

           with a copy to:

                  Venable, Baetjer and Howard LLP
                  1800 Mercantile Bank & Trust Building
                  Two Hopkins Plaza
                  Baltimore, Maryland  21201-2978
                  Attn:  James D. Wright, Esq.
                  [Telecopier No. (410) 244-7742]

                  (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  during  the term of this  Agreement  to change
         their respective  addresses effective upon receipt by the other parties
         of such  notice and each shall have the right to specify as its address
         any other address within the United States of America.

         16.  Assignment.  None of the HPT  Parties  shall  assign or  transfer,
directly  or  indirectly,  its rights  under this  Agreement  without  the prior
written consent of the Marriott Parties,  which consent may be given or withheld
in their sole  discretion,  except  that HPTMI or the New Tenant  shall have the
right to assign this Agreement to any permitted transferee of any Property under
any Lease.  None of the Marriott  Parties shall assign or transfer,  directly or
indirectly, its rights under this Agreement without the prior written consent of
the other  parties

                                      -25-
<PAGE>

hereto.  No permitted  assignment of this Agreement shall release any party from
liability hereunder.

         17. Default.

                  (a) Default by HPT  Parties.  If any HPT Party shall have made
         any  representation  or  warranty  herein  which shall be untrue in any
         material respect when made or at the time of any Closing, or if any HPT
         Party  shall  fail  to  perform  any of the  covenants  and  agreements
         contained  herein to be performed by it and such failure shall continue
         for a period of ten (10) days after  notice  thereof  from any Marriott
         Party (or such additional  period, not to extend beyond March 31, 2002,
         as may be reasonably  required to cure the same),  the Marriott Parties
         may  terminate  this  Agreement  and/or  pursue  any and  all  remedies
         available to them at law or in equity, including, but not limited to, a
         suit for specific  performance  or other  equitable  relief;  provided,
         however,   that  in  no  event  shall  any  HPT  Party  be  liable  for
         consequential  damages.  It is understood and agreed that, for purposes
         of this Section,  if a default results from a false  representation  or
         warranty, such default shall be deemed cured if the events, conditions,
         acts or  omissions  giving rise to the  falsehood  are cured within the
         applicable  cure  period  event  though,  as a technical  matter,  such
         representation or warranty was false as of the date actually made.

                  (b) Default by Marriott  Parties.  If any Marriott Party shall
         have made any  representation  or warranty herein which shall be untrue
         in any material respect when made or at the time of each Closing, or if
         any  Marriott  Party  shall fail to perform  any of the  covenants  and
         agreements  contained herein to be performed by such Marriott Party and
         such  failure  continues  for a period  of ten (10) days  after  notice
         thereof from any HPT Party (or such  additional  period,  not to extend
         beyond March 31, 2002, as may be reasonably required to cure the same),
         or if there shall be a default by the tenant  under any  Initial  Lease
         beyond any  applicable  notice and cure  period,  the HPT  Parties  may
         terminate this Agreement  and/or pursue any and all remedies  available
         to them at law or in equity,  including, but not limited to, a suit for
         specific performance or other equitable relief; provided, however, that
         in no event  shall the  Marriott  Parties be liable  for  consequential
         damages.  It is  understood  and  agreed  that,  for  purposes  of this
         Section, if a default results from a false  representation or warranty,
         such default shall be deemed cured if the events,  conditions,  acts or
         omissions  giving rise to the falsehood are cured within the applicable
         cure period even though, as a technical matter,  such representation or
         warranty was false as of the date actually made.

         18. Apportionments.

                  (a)  At  the  Closing  for  each   Property,   the   following
         adjustments  and prorations  shall be computed as of 12:01 a.m.  (local
         time at the Property) on the day after the Closing Date ("Apportionment
         Time") for such  Property.  All items of  revenue,  cost and expense of
         such  Property  with respect to the period  prior to the  Apportionment
         Time shall be for the account of MI and the  Manager of such  Property.
         All items of revenue, cost and expense of such Property with respect to
         the  period  from and after  the  Apportionment  Time  shall be for the
         account of the New Tenant.  All adjustments and

                                      -26-
<PAGE>

         prorations  shall be on an accrual basis in accordance  with  generally
         accepted  accounting  principles,  and otherwise in accordance with the
         requirements set forth in Exhibit I.

                  (b)  At  each  Closing,   a  fair  and  reasonable   estimated
         accounting of all  adjustments  and  prorations  shall be performed and
         agreed  to by MI,  the  Manager  for such  Property,  HPTMI and the New
         Tenant. Subsequent final adjustments and payments (the "True-up") shall
         be made  in  cash  or  other  immediately  available  funds  as soon as
         practicable  after the Closing  Date for such  Property,  based upon an
         accounting performed by the Manager for such Property and acceptable to
         HPTMI and the New Tenant. In the event the parties have not agreed with
         respect to the adjustments required to be made pursuant to this Section
         18(b),   upon  application  by  any  such  party,  a  certified  public
         accountant  reasonably acceptable to the parties hereto shall determine
         any such  adjustments  which have not theretofore been agreed to by the
         parties hereto.  The charges for such accountant shall be borne equally
         by the parties to such disputed adjustment.  All adjustments to be made
         as a result of the final  results of the  True-up  shall be paid to the
         party  entitled to such  adjustment  within  thirty (30) days after the
         final determination thereof.

         The provisions of this Section 18 shall survive each Closing.

         19. Survival.  All representations,  warranties and covenants set forth
in this Agreement shall survive each Closing.

         20. Brokerage Commissions. Each of the parties hereto represents to the
other  parties that it dealt with no broker,  finder or like agent in connection
with  this  Agreement  or the  transactions  contemplated  hereby,  and  that it
reasonably  believes  that  there is no basis for any other  person or entity to
claim a commission or other  compensation  for bringing  about this Agreement or
the transactions  contemplated  hereby. The HPT Parties shall indemnify and hold
harmless the Marriott Parties, and their respective successors and assigns, from
and against any loss,  liability  or expense,  including  reasonable  attorneys'
fees,  arising out of any claim or claims for commissions or other  compensation
for bringing about this Agreement or the transactions  contemplated  hereby made
by any broker,  finder or like agent, if such claim or claims are based in whole
or in part on dealings with any of the HPT Parties.  The Marriott  Parties shall
indemnify and hold harmless the HPT Parties, and their respective successors and
assigns,  from and against any loss, liability or expense,  including reasonable
attorneys'  fees,  arising out of any claim or claims for  commissions  or other
compensation for bringing about this Agreement or the transactions  contemplated
hereby  made by any broker,  finder or like  agent,  if such claim or claims are
based in whole or in part on dealings with any of the Marriott Parties.  Nothing
contained  in this  Section 20 shall be deemed to create any rights in any third
party. The provisions of this Section 20 shall survive the Closings hereunder
and any termination of this Agreement.

         21. Miscellaneous.

                  (a) Merger.  CRTM17  hereby  acknowledges  that, in connection
         with the  transactions  contemplated  under this Agreement,  HPT caused
         HPTMI III Properties Trust to be merged with and into HPTMI.

                                      -27-
<PAGE>

                  (b) Amendment and Restatement of Leases.  The Marriott Parties
         acknowledge that they have been advised by the HPT Parties that the HPT
         Parties  intend to amend and  restate  the  Additional  Leases  and the
         Initial  Leases  that have been from time to time  assigned  to the New
         Tenant  pursuant to the terms  hereof (and after  giving  effect to any
         amendments  contemplated hereby) as a single master lease. The Marriott
         Parties  shall not  object to any such  restatement  provided  that the
         terms  thereof  are  substantially  identical  to  the  terms  of  such
         Additional Leases and Initial Leases as aforesaid.

                  (c) Confirmation of Indemnification  Agreements.  The Marriott
         Parties  hereby  acknowledge  and agree  that the  consummation  of the
         transactions contemplated by this Agreement shall not affect the rights
         or the  obligations  of the HPT Parties or the Marriott  Parties as set
         forth in (i) that  certain  Indemnification  Agreement,  dated April 3,
         1997, by Courtyard  and  Residence  Inn for the benefit of HPTMI;  (ii)
         that certain  Indemnification  Agreement,  dated  December 19, 1997, by
         Courtyard   for  the   benefit  of  HPTMI;   and  (iii)  that   certain
         Indemnification  Agreement,  dated March 26, 1999,  by  TownePlace  and
         CRTM17 for the benefit of HPTMI III Properties Trust.

                  (d)  Expenses.  Each party  shall bear the cost and expense of
         its  legal  counsel  in  connection  with  the   consummation  of  this
         transaction.   All  other  costs  and  expenses   associated  with  the
         transaction   contemplated   hereby,   including  without   limitation,
         recording fees and taxes,  transfer fees,  local counsel fees and other
         costs and expenses shall be shared by the Marriott  Parties and the HPT
         Parties.

                  (e)  Publicity.  The parties  agree that no party shall,  with
         respect to this  Agreement and the  transactions  contemplated  hereby,
         contact or conduct negotiations with public officials,  make any public
         pronouncements,  issue press releases or otherwise furnish  information
         regarding this Agreement or the transactions contemplated hereby to any
         third party without the consent of the other party, which consent shall
         not  be  unreasonably  withheld,  delayed  or  conditioned,  except  as
         required  by law or  unless  such  action  is taken  based on advice of
         counsel given in good faith, and except as may be reasonably necessary,
         on a  confidential  basis,  to inform  any rating  agencies,  potential
         sources  of  financing,   financial  analyst,   or  to  receive  legal,
         accounting and/or tax advice. No party shall trade in the securities of
         HPT or of any  affiliate  of HPT  until a  public  announcement  of the
         transactions contemplated by this Agreement has been made.

                  (f)  Performance  on Business  Days.  In the event the date on
         which  performance  or payment of any  obligation  of a party  required
         hereunder  is other  than a  Business  Day,  the time  for  payment  or
         performance  shall be extended  automatically to the first Business Day
         following such date.

                  (g)  Applicable  Law.  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 this  Agreement is executed or delivered,  (ii) where any payment
         or other performance  required by this Agreement is made or required to
         be made,  (iii)  where any breach of any  provision  of this  Agreement
         occurs, or any cause of action


                                      -28-
<PAGE>

         otherwise  accrues,  (iv)  where  any  action  or other  proceeding  is
         instituted  or pending,  (v) the  nationality,  citizenship,  domicile,
         principal  place  of  business,  or  jurisdiction  of  organization  or
         domestication  of any  party,  (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.

                  To the maximum extent  permitted by applicable law, any action
         to  enforce,  arising  out of, or  relating  in any way to,  any of the
         provisions of this  Agreement  shall be brought and  prosecuted in such
         court or courts located in the State of Maryland as is provided by law;
         and the  parties  consent to the  jurisdiction  of said court or courts
         located  in  the  State  of  Maryland  and to  service  of  process  by
         registered  mail,  return  receipt  requested,  or by any other  manner
         provided by law.

                  (h)  Modification  of Agreement.  No modification or waiver of
         any  provision of this  Agreement,  nor any consent to any departure by
         any party  therefrom,  shall in any event be effective  unless the same
         shall be in writing  and signed by the parties to this  Agreement,  and
         such  modification,  waiver or consent  shall be effective  only in the
         specific  instance and for the purpose for which given. No notice to or
         demand on any party in any case shall  entitle  such party to any other
         or   further   notice  or  demand  in  the  same,   similar   or  other
         circumstances.

                  (i) Waiver of Rights. Neither any failure nor any delay on the
         part of any party in exercising any right,  power,  or privilege  under
         this Agreement shall operate as a waiver thereof, nor shall a single or
         partial  exercise thereof preclude any other or further exercise or the
         exercise of any right, power or privilege.

                  (j)  Severability.  In case any one or more of the  provisions
         contained in this Agreement should be invalid, illegal or unenforceable
         in any  respect,  the  validity,  legality  and  enforceability  of the
         remaining  provisions  contained therein or herein shall not in any way
         be affected or impaired  thereby and this Agreement  shall thereupon be
         reformed and construed and enforced to the maximum extent  permitted by
         applicable law.

                  (k) Entire  Agreement.  This Agreement,  including all annexes
         and  exhibits  hereto,  constitutes  the entire  agreement  between the
         parties  hereto with respect to the subject  matter  hereof and thereof
         and  shall  supersede  and take  the  place  of any  other  instruments
         purporting  to be an  agreement of the parties  hereto  relating to the
         transactions  contemplated hereby, including,  without limitation,  any
         letter of intent or commitment letter.

                  (l) Counterparts;  Headings. This Agreement may be executed in
         two or more  counterparts,  each of which shall constitute an original,
         but which, when taken together, shall constitute but one instrument and
         shall become effective as of the date hereof when copies hereof, which,
         when taken together,  bear the signatures of each of the parties hereto
         shall have been signed.  Headings in this Agreement are for purposes of
         reference  only and  shall  not  limit or  affect  the  meaning  of the
         provisions hereof.

                                      -29-
<PAGE>

                  (m)  Binding  Effect.  All the  terms and  provisions  of this
         Agreement shall be binding upon and inure to the benefit of the parties
         hereto and their respective successors and assigns.

                  (n)  Performance  under  Purchase  Agreement.  Each of the HPT
         Parties and the  Marriott  Parties  agree to perform  their  respective
         obligations under the terms of the Purchase Agreement.

                  (o) Time of the  Essence.  Time is of the essence with respect
         to this Agreement.

                  (p) Agreement to Indemnify.

                           (i)  Subject  to  any  express   provisions  of  this
                  Agreement to the  contrary,  from and after any Closing,  with
                  respect to the  applicable  Property (a) the Marriott  Parties
                  shall indemnify, defend and hold harmless the HPT Parties from
                  and against any and all obligations,  claims, losses, damages,
                  liabilities,  and  expenses  (including,  without  limitation,
                  reasonable attorneys' and accountants' fees and disbursements)
                  arising out of (i) any  assessment  imposed  upon any Property
                  for improvements  commenced prior to the Closing Date for such
                  Property  which are not  otherwise  reflected in the pro forma
                  budget  prepared by the Marriott  Parties and delivered to the
                  HPT  Parties  prior to the  Closing  for such  Property,  (ii)
                  events,  acts,  or  omissions  of the  Marriott  Parties  that
                  occurred in  connection  with their  ownership or operation of
                  the applicable  Property prior to the applicable  Closing Date
                  or obligations  accruing prior to the applicable  Closing Date
                  under any  contract  of the  Marriott  Parties  (except to the
                  extent of any  adjustment  made in respect of such contract at
                  Closing under this Agreement),  or (iii) any claim against any
                  of the HPT  Parties for damage to property of others or injury
                  to or death of any  person or any debts or  obligations  of or
                  against and arising out of any event  occurring on or about or
                  in  connection  with the  applicable  Property  or any portion
                  thereof,  at any time or times prior to the applicable Closing
                  Date and (b) the HPT Parties shall indemnify,  defend and hold
                  harmless  the  Marriott  Parties  from and against any and all
                  obligations,   claims,  losses,  damages,   liabilities,   and
                  expenses (including, without limitation, reasonable attorneys'
                  and accountants'  fees and  disbursements)  arising out of any
                  material breach of a representation or warranty made by any of
                  the HPT Parties under this Agreement.  The indemnity  provided
                  for in this Section 21(p) (other than the  indemnity  provided
                  with  respect to a breach of any  representation  or warranty)
                  shall not extend to any  consequential  damages.  Nothing  set
                  forth  in this  Section  21(p)  shall  modify  or  affect  the
                  liability  of  any  party  under  any  of  the  Leases  or any
                  Management Agreement.

                           (ii)  Whenever  any party  shall  learn  through  the
                  filing  of a claim  or the  commencement  of a  proceeding  or
                  otherwise  of the  existence  of any  liability  for which any
                  other party is or may be responsible under this Agreement, the
                  party  learning  of such  liability  shall  notify each of the
                  other parties  promptly and furnish  copies of such  documents
                  (and  make  originals   thereof   available)  and  such

                                      -30-
<PAGE>

                  other  information  as such party may have that may be used or
                  useful in the  defense of such  claims and shall  afford  said
                  other party or parties full  opportunity to defend the same in
                  the name of such party and shall generally cooperate with said
                  other party or parties in the defense of any such claim.

                           (iii) The  provisions  of this  Section  21(p)  shall
                  survive the Closings  hereunder  and the  termination  of this
                  Agreement.

                  (q)  NONLIABILITY  OF  TRUSTEES.  THE  DECLARATIONS  OF  TRUST
         ESTABLISHING EACH OF HPT AND HPTMI, COPIES OF WHICH,  TOGETHER WITH ALL
         AMENDMENTS  THERETO  (EACH A  "DECLARATION"),  ARE DULY  FILED WITH THE
         DEPARTMENT  OF  ASSESSMENTS  AND  TAXATION  OF THE  STATE OF  MARYLAND,
         PROVIDE  THAT THE  NAME  "HOSPITALITY  PROPERTIES  TRUST",  AND  "HPTMI
         PROPERTIES  TRUST" (AS  APPLICABLE)  REFER TO THE  TRUSTEES  UNDER SUCH
         DECLARATION   COLLECTIVELY  AS  TRUSTEES,   BUT  NOT   INDIVIDUALLY  OR
         PERSONALLY,  AND THAT NO  TRUSTEE,  OFFICER,  SHAREHOLDER,  EMPLOYEE OR
         AGENT OF HPT OR HPTMI  (AS  APPLICABLE)  SHALL BE HELD TO ANY  PERSONAL
         LIABILITY,  JOINTLY  OR  SEVERALLY,  FOR ANY  OBLIGATION  OF,  OR CLAIM
         AGAINST, HPT OR HPTMI (AS APPLICABLE).  ALL PERSONS DEALING WITH HPT OR
         HPTMI (AS APPLICABLE), IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT
         OR HPTMI (AS  APPLICABLE) FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE
         OF ANY OBLIGATION.



                                      -31-
<PAGE>




         IN WITNESS  WHEREOF,  each of the HPT Parties and the Marriott  Parties
have executed this Agreement under seal as of the date above first written.

                              HPT:


                              HOSPITALITY PROPERTIES TRUST,
                              a Maryland real estate investment trust


                              By:  /s/ John G. Murray
                                 ----------------------------------------
                                   John G. Murray
                                   President


                              HPTMI:


                              HPTMI PROPERTIES TRUST,
                              a Maryland real estate investment trust


                              By:  /s/ John G. Murray
                                 ----------------------------------------
                                   John G. Murray
                                   President


                              NEW TENANT:


                              HPT TRS MI-135, INC.,
                              a Delaware corporation


                              By:  /s/ John G. Murray
                                 ----------------------------------------
                                   John G. Murray
                                   President


                                      -32-
<PAGE>



                              MI:


                              MARRIOTT INTERNATIONAL, INC.,
                              a Delaware corporation


                              By: /s/ Timothy J. Grisius
                                 ----------------------------------------
                                  Timothy J. Grisius
                                  Authorized Signatory


                              CR14:


                              CR14 TENANT CORPORATION,
                              a Delaware corporation


                              By: /s/ Timothy J. Grisius
                                 ----------------------------------------
                                  Timothy J. Grisius
                                  Vice President


                              CRTM17:


                              CRTM17 TENANT CORPORATION,
                              a Delaware corporation


                              By: /s/ Timothy J. Grisius
                                 ----------------------------------------
                                  Timothy J. Grisius
                                  Vice President


                              COURTYARD:


                              COURTYARD MANAGEMENT CORPORATION,
                              a Delaware corporation


                              By: /s/ Timothy J. Grisius
                                 ----------------------------------------
                                  Timothy J. Grisius
                                  Vice President

                                      -33-


<PAGE>



                              MARRIOTT KAUAI:


                              MARRIOTT KAUAI, INC.,
                              a Delaware corporation


                              By: /s/ Timothy J. Grisius
                                 ----------------------------------------
                                  Timothy J. Grisius
                                  Authorized Signatory


                              RESIDENCE INN:


                              RESIDENCE INN BY MARRIOTT, INC.,
                              a Delaware corporation


                              By: /s/ Timothy J. Grisius
                                 ----------------------------------------
                                  Timothy J. Grisius
                                  Vice President


                              TOWNEPLACE


                              TOWNEPLACE MANAGEMENT, INC.,
                              a Delaware corporation


                              By: /s/ Timothy J. Grisius
                                 ----------------------------------------
                                  Timothy J. Grisius
                                  Vice President


                              FULL SERVICE MANAGER:


                              MARRIOTT HOTEL SERVICES, INC.,
                              a Delaware corporation


                              By: /s/ Timothy J. Grisius
                                 ----------------------------------------
                                  Timothy J. Grisius
                                  Vice President




                                      -34-


<PAGE>


Exhibits

A        -        Initial Leases
B        -        Initial Properties
C        -        Additional Properties
D        -        Amendment to Closing Leases
E        -        Assignment Agreement
F        -        Franchise Agreements
G        -        Management Agreement
H        -        Termination Agreement
I        -        Pro Rations Requirements



<PAGE>

                                   EXHIBIT A-1

                                   CR14 Leases

1.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Fresno, California - Residence Inn).

2.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Reno, Nevada - Residence Inn).

3.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Dallas, Texas - Residence Inn).

4.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Fort Worth, Texas - Residence Inn).

5.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Fort Worth, Texas - Courtyard).

6.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Houston, Texas - Courtyard).

7.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (San Antonio, Texas - Residence Inn).

8.       Lease agreement dated April 25, 1997 between HPTMI Properties Trust and
         CR14 Tenant Corporation (Birmingham, Alabama - Residence Inn).

9.       Lease agreement dated April 25, 1997 between HPTMI Properties Trust and
         CR14 Tenant Corporation (Charlottesville, Virginia - Residence Inn).

10.      Lease agreement dated May 23, 1997 between HPTMI  Properties  Trust and
         CR14 Tenant Corporation (Atlanta, Georgia - Residence Inn).

11.      Lease  agreement  dated October 10, 1997 between  Courtyard  Management
         Corporation  and CR14 Tenant  Corporation  (Allentown,  Pennsylvania  -
         Courtyard). Assigned to HPTMI Properties Trust on October 10, 1997.

12.      Lease  agreement  dated  October  10,  1997  between  Residence  Inn by
         Marriott, Inc. and CR14 Tenant Corporation  (Allentown,  Pennsylvania -
         Residence Inn). Assigned to HPTMI Properties Trust on October 10, 1997.

13.      Lease agreement dated October 10, 1997 between HPTMI  Properties  Trust
         and CR14 Tenant Corporation (Fairfax, Virginia - Residence Inn).

14.      Lease agreement dated December 19, 1997 between HPTMI  Properties Trust
         and CR14 Tenant Corporation (Birmingham, Alabama - Courtyard).


<PAGE>



                                   EXHIBIT A-2

                                  CRTM17 Leases


Landlord  succeeded  to the  interest  of HPTMI III  Properties  Trust under the
leases pursuant to those certain Articles of Merger which were filed on June 14,
2001.

1.       Lease  agreement  dated  December 29, 1998 between HPTMI III Properties
         Trust and CRTM17  Tenant  Corporation  (Atlanta,  Georgia - TownePlace,
         Norcross).

2.       Lease  agreement  dated  December 29, 1998 between HPTMI III Properties
         Trust and CRTM17 Tenant Corporation (St. Louis, Missouri - MH).

3.       Lease  agreement  dated  December 29, 1998 between HPTMI III Properties
         Trust and CRTM17 Tenant Corporation (Nashville, Tennessee - MH).

4.       Lease  agreement  dated  December 29, 1998 between HPTMI III Properties
         Trust and CRTM17 Tenant Corporation (Norfolk, Virginia - TownePlace).

5.       Lease  agreement  dated January 22, 1999 between  HPTMI III  Properties
         Trust and CRTM17  Tenant  Corporation  (Atlanta,  Georgia - TownePlace,
         Northlake).

6.       Lease  agreement  dated January 22, 1999 between  HPTMI III  Properties
         Trust and CRTM17 Tenant Corporation (Richmond, Virginia - TownePlace).

7.       Lease  agreement  dated January 22, 1999 between  HPTMI III  Properties
         Trust  and  CRTM17  Tenant  Corporation  (Virginia  Beach,  Virginia  -
         TownePlace).

8.       Lease  agreement  dated  February 5, 1999 between HPTMI III  Properties
         Trust and CRTM17 Tenant Corporation (Fairfax, Virginia - TownePlace).

9.       Lease agreement dated March 26, 1999 between HPTMI III Properties Trust
         and CRTM17 Tenant Corporation (Raleigh, North Carolina - Residence Inn,
         Airport).

10.      Lease agreement dated March 26, 1999 between HPTMI III Properties Trust
         and CRTM17 Tenant Corporation (Falls Church, Virginia - TownePlace).

11.      Lease agreement dated April 16, 1999 between HPTMI III Properties Trust
         and CRTM17 Tenant Corporation (Charleston, South Carolina - Courtyard).

12.      Lease agreement  dated May 21, 1999 between HPTMI III Properties  Trust
         and CRTM17 Tenant Corporation (Chicago, Illinois - Residence Inn).

13.      Lease agreement  dated May 21, 1999 between HPTMI III Properties  Trust
         and CRTM17 Tenant Corporation (Raleigh, North Carolina - Residence Inn,
         Carey).
<PAGE>

14.      Lease agreement  dated May 28, 1999 between HPTMI III Properties  Trust
         and CRTM17 Tenant Corporation (Chicago, Illinois - TownePlace).

15.      Lease  agreement  dated October 15, 1999 between  HPTMI III  Properties
         Trust and CRTM17 Tenant Corporation (Detroit, Michigan - TownePlace).

16.      Lease  agreement  dated  November 19, 1999 between HPTMI III Properties
         Trust and CRTM17 Tenant Corporation (Chicago, Illinois - Courtyard).

17.      Lease  agreement  dated  December 17, 1999 between HPTMI III Properties
         Trust and CRTM17 Tenant Corporation (Detroit, Michigan - Courtyard).


<PAGE>



                                   EXHIBIT A-3

                          First Closing Initial Leases


1.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Fresno, California - Residence Inn).

2.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Fort Worth, Texas - Courtyard).

3.       Lease agreement dated May 23, 1997 between HPTMI  Properties  Trust and
         CR14 Tenant Corporation (Atlanta, Georgia - Residence Inn).

4.       Lease  agreement  dated January 22, 1999 between  HPTMI III  Properties
         Trust and CRTM17 Tenant Corporation (Richmond, Virginia - TownePlace).

5.       Lease agreement  dated May 28, 1999 between HPTMI III Properties  Trust
         and CRTM17 Tenant Corporation (Chicago, Illinois - TownePlace).

6.       Lease  agreement  dated October 15, 1999 between  HPTMI III  Properties
         Trust and CRTM17 Tenant Corporation (Detroit, Michigan - TownePlace).

As each Lease has been  amended by that  certain  Amendment  to Initial  Leases,
dated as of the date hereof,  by and between HPTMI Properties Trust, CR14 Tenant
Corporation and CRTM17 Tenant Corporation.



<PAGE>




                                   EXHIBIT B-1

                                 CR14 Properties


                        [see attached legal descriptions]

<PAGE>





                                   EXHIBIT B-2

                                CRTM17 Properties


                        [see attached legal descriptions]


<PAGE>



                                   EXHIBIT C-1

                      Additional Limited Service Properties


                        [see attached legal descriptions]


1.       Emeryville, California (Courtyard)
2.       Renton, Washington (SpringHill)
3.       Renton, Washington (TownePlace)


<PAGE>



                                   EXHIBIT C-2

                               The Kauai Property


                        [see attached legal description]

<PAGE>
   Schedules containing legal descriptions for the following properties appear
     here in the Agreement, but have been omitted:

1.       Fresno, California - Residence Inn
2.       Reno, Nevada - Residence Inn
3.       Dallas, Texas - Residence Inn
4.       Fort Worth, Texas - Residence Inn
5.       Fort Worth, Texas - Courtyard
6.       Houston, Texas - Courtyard
7.       San Antonio, Texas - Residence Inn
8.       Birmingham, Alabama - Residence Inn
9.       Charlottesville, Virginia - Residence Inn
10.      Atlanta, Georgia - Residence Inn
11.      Allentown, Pennsylvania - Courtyard
12.      Allentown, Pennsylvania - Residence Inn
13.      Fairfax, Virginia - Residence Inn
14.      Birmingham, Alabama - Courtyard
15.      Atlanta, Georgia - TownePlace, Norcross
16.      St. Louis, Missouri - MH
17.      Nashville, Tennessee - MH
18.      Norfolk, Virginia - TownePlace
19.      Atlanta, Georgia - TownePlace, Northlake
20.      Richmond, Virginia - TownePlace
21.      Virginia Beach, Virginia - TownePlace
22.      Fairfax, Virginia - TownePlace
23.      Raleigh, North Carolina - Residence Inn, Airport
24.      Falls Church, Virginia - TownePlace
25.      Charleston, South Carolina - Courtyard
26.      Chicago, Illinois - Residence Inn
27.      Raleigh, North Carolina - Residence Inn, Carey
28.      Chicago, Illinois - TownePlace
29.      Detroit, Michigan - TownePlace
30.      Chicago, Illinois - Courtyard
31.      Detroit, Michigan - Courtyard
32.      Emeryville, California - Courtyard
33.      Renton, Washington - SpringHill
34.      Renton, Washington - TownePlace
35.      Kauai, Hawaii - Marriott Kauai Resort


<PAGE>



                                    EXHIBIT D

                           Amendment to Closing Leases


                                 [see attached]
<PAGE>

                          AMENDMENT TO CLOSING LEASES

         THIS AMENDMENT TO CLOSING LEASES (this  "Amendment")  is made as of the
___ day of June,  2001 by and among  HPTMI  PROPERTIES  TRUST,  a Maryland  real
estate investment trust ("HPTMI"),  HPTMI HAWAII,  INC., a Delaware  corporation
("HPTMI Hawaii" and, together with HPTMI, collectively, the "Landlords") and HPT
TRS MI-135, INC., a Delaware corporation ("Tenant").

                              W I T N E S S E T H :

         WHEREAS,  pursuant  to  that  certain  Agreement  to  Assign,  Release,
Franchise  and Manage,  dated as of the date  hereof (as it may be amended  from
time to  time,  the  "Agreement  to  Assign"),  among  CR14  Tenant  Corporation
("CR14"),   CRTM17  Tenant  Corporation   ("CRTM17"  and,  together  with  CR14,
collectively,  the  "Assignors"),  Tenant and the Landlords,  among others,  the
Assignors have agreed to assign to Tenant,  and Tenant has agreed to assume from
the  Assignors,  all of the Assignors'  right,  title and interest in and to the
Lease  Agreements  described on Exhibit A attached hereto and made a part hereof
(the "Initial Leases");

         WHEREAS,  pursuant to that certain Assignment and Assumption Agreement,
dated as of the date hereof, among CR14, CRTM17, Tenant and HPTMI, the Assignors
have assigned to Tenant,  and Tenant has assumed from the Assignors,  all of the
Assignors'  right,  title and interest in and to those certain Lease  Agreements
described  on Exhibit B attached  hereto and made a part  hereof (as they may be
amended from time to time, collectively, the "First Closing Initial Leases");

         WHEREAS,  pursuant to that certain Holdback Agreement,  dated as of the
date hereof (as it may be amended from time to time, the "Holdback  Agreement"),
among Marriott  International  Inc., a Delaware  corporation  ("Marriott"),  the
Assignors and Tenant,  the parties thereto  arranged for the transfer of the Old
Security Deposits (as defined in the Holdback Agreement) to Tenant;

         WHEREAS,  pursuant  to those  certain  Lease  Agreements  described  on
Exhibit C hereto (as they may be amended  from time to time,  collectively,  the
"Additional  Leases" and,  together with the Initial Leases,  collectively,  the
"Leases"),  the Landlords have leased to Tenant,  and Tenant has leased from the
Landlords,  certain properties as more particularly described in such Additional
Leases;

         WHEREAS,  pursuant to those certain Franchise  Agreements  described on
Exhibit D hereto (as they may be amended  from time to time,  collectively,  the
"Franchise  Agreements"),  Tenant and Marriott have arranged for the  properties
being  leased by Tenant  pursuant to the First  Closing  Initial  Leases and the
Additional Leases  (collectively,  the "First Closing Leases") to be operated as
various Marriott brand hotels;

         WHEREAS,  pursuant to those certain Management  Agreements described on
Exhibit E hereto (as they may be amended  from time to time,  collectively,  the
"Management  Agreements"),  Tenant  has  agreed to engage  various  managers  to
manage, and such managers have agreed to be engaged to manage,  those properties
being leased by Tenant pursuant to the First Closing Leases;
<PAGE>

         WHEREAS,  pursuant to the terms of that certain  Guaranty,  dated as of
the date hereof (as the same may be amended from time to time,  the  "Guaranty")
by Marriott,  Marriott has  guaranteed to Tenant the payment of certain sums due
to Tenant under the Management Agreements; and

         WHEREAS,  pursuant to that certain Pooling  Agreement,  dated as of the
date  hereof  (as the same  may be  amended  from  time to  time,  the  "Pooling
Agreement"),  by and among  Marriott,  each of the mangers under the  Management
Agreements  and Tenant,  among others,  the parties  thereto have agreed to pool
certain revenues and costs which are subject to the Leases;

         WHEREAS,  Landlord and Tenant desire to amend the First Closing  Leases
as hereinafter provided in order to reflect all of the foregoing.

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

         1. Capitalized  terms used and not otherwise  defined herein shall have
the meanings  given such terms in the Leases or in the  Agreement to Assign,  as
applicable (except as otherwise indicated herein).

         2. The term "Collective Leased Properties" as used in each of the First
Closing Leases shall mean,  collectively,  the Leased Property under each of the
First Closing  Leases and the Initial  Leases,  but only to the extent that such
Initial  Leases  have been  assigned  to  Tenant.  Provided,  however,  that for
purposes of Sections 5.1.2,  15.2(c) and 20.1 of the Additional Leases, the term
"Collective Leased Properties" shall mean all of the Leased Properties under all
of the Leases.

         3. The term "Incidental Documents" as used in each of the First Closing
Initial Leases shall mean, collectively, the Agreement to Assign, the applicable
Franchise Agreement,  the applicable Management Agreement,  the Owner Agreement,
the Guaranty, the Holdback Agreement and the Pooling Agreement.

         4. The term "Other  Leases" as used in each of the First Closing Leases
shall mean any of the other  Additional  Leases and Initial Leases,  but only to
the extent  that such  Initial  Leases have been  assigned to Tenant.  Provided,
however,  that for purposes of Section  5.1.2 of the First Closing  Leases,  the
term "Other  Leases" as used in each of the First Closing  Leases shall mean all
of the other Leases.

         5.  Section 2.3 of each of the First  Closing  Leases is deleted in its
entirety and replaced with the following:

                  2.3 Fixed Term. The initial term of this Agreement (the "Fixed
         Term") shall commence on the Commencement  Date and shall expire on the
         last day of the Fiscal Year 2019.

         6. The first  paragraph  of  Section  2.4 of each of the First  Closing
Leases is deleted in its entirety and replaced with the following:

                                      -2-
<PAGE>

                  2.4 Extended  Term.  Provided  that no Event of Default  shall
         have  occurred  and be  continuing,  the Term  shall  be  automatically
         extended for two (2)  consecutive  renewal  terms of fifteen (15) years
         each  (collectively,  the "Extended  Terms"),  unless Tenant shall give
         Landlord Notice,  in Tenant's sole and absolute  discretion,  not later
         than  two (2)  years  prior  to the  scheduled  expiration  of the then
         current Term of this Agreement (Fixed or Extended, as the case may be),
         that  Tenant  elects not so to extend the term of this  Agreement  (and
         time  shall  be of the  essence  with  respect  to the  giving  of such
         Notice).

         7. Notwithstanding anything contained in Section 6 of this Agreement to
the contrary, the first paragraph of Section 2.4 of the First Closing Leases for
the Leased  Properties  located in  California  is deleted in its  entirety  and
replaced with the following:

         2.4  Extended  Term.  Provided  that no Event  of  Default  shall  have
         occurred and be continuing,  the Term shall be  automatically  extended
         for  one (1)  consecutive  renewal  term of  fifteen  (15)  years  (the
         "Extended Term"), unless Tenant shall give Landlord Notice, in Tenant's
         sole and absolute discretion, not later than two (2) years prior to the
         scheduled  expiration of the Fixed Term of this Agreement,  that Tenant
         elects not so to extend the term of this  Agreement  (and time shall be
         of the essence with respect to the giving of such Notice).

         8.  Notwithstanding  anything  contained in Section  3.1.2 of the First
Closing Leases,  so long as the applicable  Management  Agreement or the Pooling
Agreement is in effect with respect to the Leased  Property  demised  under such
First Closing Lease,  Tenant shall pay Additional Rent to Landlord promptly upon
Tenant's  receipt of its payment of Tenant's  Second Priority (as defined in the
applicable  Management  Agreement)  or Aggregate  Tenant's  Second  Priority (as
defined in the Pooling Agreement).

         9. A new Section 3.1.4 is added to each of the First Closing Leases, as
follows:

                  3.1.4  Periodic  Adjustments  to Minimum  Rent and  Additional
         Rent.  Commencing  on July  31,  2005 and on  every  fifth  anniversary
         thereof  throughout  the Term (each such date being a "Rent  Adjustment
         Date"),  the Minimum Rent and Additional  Rent shall be adjusted to the
         fair  market  fixed rent and  percentage  rent,  respectively,  for the
         Leased  Property  for the  five-year  period  commencing  on such  Rent
         Adjustment  Date.  If Landlord  and Tenant fail to agree upon such fair
         market rents by the applicable Rent Adjustment  Date, then, at any time
         after such Rent  Adjustment  Date, the Minimum Rent and Additional Rent
         for the five-year period  commencing on such Rent Adjustment Date shall
         be finally  determined by arbitration in accordance  with Section 19.2.
         If the Minimum Rent or Additional Rent for any such five-year period is
         not determined  prior to any Rent Adjustment Date as aforesaid,  Tenant
         shall  continue  to pay  Minimum  Rent  and  Additional  Rent at  their
         then-current rates and Landlord and Tenant shall make appropriate "true
         up" adjustments promptly after the Minimum Rent and Additional Rent are
         finally determined in accordance with such arbitration as aforesaid.

         10.  Notwithstanding  the  terms of  Section  3.2 of each of the  First
Closing Leases,  no late charge shall be due from Tenant if Tenant shall fail to
pay Minimum Rent or  Additional  Rent when due,  provided that  Aggregate  Gross
Revenues (as defined in the Pooling Agreement)

                                       -3-
<PAGE>

and/or Gross  Revenues (as defined in the applicable  Management  Agreement) are
applied in accordance with the terms of the Pooling Agreement or such Management
Agreement.

         11.  Section 3.5 of each of the First Closing  Leases is deleted in its
entirety and replaced with the following:

                  3.5 Security for Tenant's Performance.  As additional security
         for the  performance  of  Tenant's  obligations  under this  Agreement,
         Tenant  hereby  grants to Landlord a lien upon and a security  interest
         in, all of  Tenant's  right,  title and  interest  in, to and under the
         following,  whether now  existing  or  hereafter  acquired,  created or
         arising (the "Collateral"):  the Guaranty, the Holdback Agreement,  the
         Management  Agreement  and the  Pooling  Agreement,  as the same may be
         amended or otherwise  modified  from time to time,  including,  without
         limitation (i) all rights of Tenant to receive moneys due and to become
         due under or  pursuant to any of the  foregoing,  (ii) claims of Tenant
         for damages arising out of or for breach of or default under any of the
         foregoing,  (iii)  the  right of  Tenant to  exercise  any  rights  and
         remedies  under the  foregoing,  and (iv) to the extent not included in
         the  foregoing,  all proceeds of any and all of the  foregoing.  Tenant
         shall execute, acknowledge and deliver to Landlord financing statements
         and  any  other  documents  submitted  to  Tenant  in  form  reasonably
         acceptable to Tenant evidencing or establishing such liens and security
         interests.  In addition to and without  limiting the foregoing,  Tenant
         shall deliver original  counterparts of any of the foregoing  documents
         to Landlord  promptly upon  Landlord's  request  therefor to be held by
         Landlord as security in accordance with the terms of this Section.

         12.  Section  5.1.2(f)  of  each of the  Additional  Leases  is  hereby
deleted.  It is understood  and agreed that the Reserves under all of the Leases
shall be maintained and used on a consolidated basis such that all funds in such
Reserves  shall be deposited in a single account and Assignors and TRS may apply
any funds therein to any of the Initial Properties or the Additional  Properties
under  the terms of  Initial  Leases  and the  Additional  Leases as they  shall
mutually agree, subject to the terms of any applicable  Management Agreement and
the Pooling Agreement.

         13. In addition to the other circumstances specified in Section 12.1 of
the First Closing Leases,  if (a) either Assignor or any Affiliated Person as to
such Assignor shall fail to observe any of the terms, covenants or conditions to
be observed or performed by it under the Agreement to Assign, the Initial Leases
(to the extent that the same have not been  assigned  to Tenant  pursuant to the
Agreement to Assign),  the  Guaranty,  the Holdback  Agreement,  the  applicable
Franchise Agreement,  the applicable Management Agreement,  the applicable Owner
Agreement or the Pooling  Agreement beyond any applicable notice or grace period
provided for  thereunder,  then,  in either case,  the same shall  constitute an
Event of Default under the First Closing Leases  entitling  Landlord to exercise
all of the rights and remedies  reserved or  otherwise  available to Landlord in
the instance of any of the Events of Default specified therein.

         14. Section 12.2 of each of the First Closing Initial Leases is amended
to delete the proviso at the end of the first  sentence of the second  paragraph
thereof.

         15.  Section  12.6 of each  of the  First  Closing  Initial  Leases  is
deleted.  Notwithstanding  any term or  provision  to the  contrary in the First
Closing  Initial Leases or

                                      -4-
<PAGE>

herein,  in the event  that the First  Closing  Initial  Leases  are  terminated
pursuant to Section  12.1 or 12.2  thereof,  Landlord  shall apply the  Retained
Funds in accordance with the terms and conditions of the Holdback Agreement.

         16.  Section  15.2 of each  of the  First  Closing  Initial  Leases  is
deleted.  Any transfer of a Leased Property permitted by Section 15.1 of a Lease
shall be  subject to the prior or  simultaneous  satisfaction  of the  following
conditions:

                  (a) The  Retained  Funds with  respect to the Leased  Property
         shall be applied in  accordance  with the terms and  conditions  of the
         Holdback Agreement;

                  (b) The term  "Other  Leases"  set forth in the Lease for such
         Leased  Property shall be amended to eliminate any references to any of
         the Leases that are not simultaneously  transferred to the successor to
         Landlord  under such Lease,  and the  reference  to "Other  Leases" set
         forth in the other Leases not so  simultaneously  transferred  shall no
         longer include the Lease for such Leased Property;

                  (c) If Landlord's  interest under a Lease shall be transferred
         other than in connection  with a transfer of Landlord's  interest under
         all of the Leases to the same transferee, a portion of the then current
         balance in the Reserve shall be allocated to the Leased  Property under
         such Lease,  as  reasonably  determined  by Manager  based on Manager's
         reasonable  and  good  faith  estimate  as to  such  Leased  Property's
         projected  requirements for Reserve fundings  relative to the projected
         requirements for Reserve fundings for the other Leased Properties under
         the Leases;

                  (d) Any  transferee  of  Landlord  pursuant to Article 15 of a
         Lease shall  expressly  assume in writing the  obligations  of Landlord
         under such Lease; and

                  (e) Any overpayments of Additional Rent held by Landlord shall
         be refunded to Tenant prior to such transfer.

         17.  The  second  (2nd)  paragraph  Section  16.1 of each of the  First
Closing Initial Leases is deleted.

         18.  Clause (b) of Section  16.3 of each of the First  Closing  Initial
Leases is deleted.

         19. Section 16.5 of each of the First Closing Initial Leases is deleted

         20.  Section  21.5 of each  of the  First  Closing  Initial  Leases  is
deleted.

         21.  Section  21.6 of each  of the  First  Closing  Initial  Leases  is
deleted.

         22.  Section  21.7 of each  of the  First  Closing  Initial  Leases  is
deleted.

         23.  Section  22.10 of each of the  First  Closing  Initial  Leases  is
amended so that the notice address for Tenant thereunder shall be as follows:

                                      -5-

<PAGE>

                    c/o Hospitality Properties Trust
                    400 Centre Street
                    Newton, Massachusetts  02458
                    Attn:  Mr. John G. Murray
                    [Telecopier No. (617) 969-5730]

           with a copy to:

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

         24. With  respect to the First  Closing  Initial  Leases,  Landlord and
Tenant acknowledge that Marriott is no longer the "Guarantor" thereunder and all
references to "Guarantor" as such are hereby deleted.  Nothing contained in this
Section 24 shall be deemed to limit or otherwise modify  Marriott's  obligations
under the Holdback Agreement or the Guaranty.

         25.  Tenant  shall not  terminate,  amend or modify  the  Agreement  to
Assign,  the  Guaranty,   the  Holdback  Agreement,   the  applicable  Franchise
Agreement,  the applicable Management Agreement or the Pooling Agreement without
the prior written consent of Landlord.

         26. The  parties  hereto do hereby  agree to  perform,  execute  and/or
deliver or cause to be  performed,  executed  and/or  delivered any and all such
further agreements and assurances as either of the parties hereto may reasonably
require to consummate the transactions contemplated hereunder.

         27. This  Amendment  shall be binding  upon and inure to the benefit of
each  party and its  successors  and  assigns  permitted  under  the  applicable
provisions of the First Closing Leases.

         28. Except as amended hereby,  the First Closing Leases are unmodified,
are in full  force  and  effect  and are  hereby  ratified  and  confirmed.  Any
reference  on any future  correspondence,  document or  instrument  to any First
Closing  Lease shall be deemed to refer to such First  Closing  Lease as amended
hereby unless the context otherwise requires.

         29. HPTMI HEREBY NOTIFIES THE OTHER PARTIES HERETO THAT THE DECLARATION
OF TRUST OF HPTMI PROPERTIES TRUST PROVIDES, AND THE OTHER PARTIES HERETO AGREE,
THAT  NO  TRUSTEE,  OFFICER,  DIRECTOR,  GENERAL  OR  LIMITED  PARTNER,  MEMBER,
SHAREHOLDER, BENEFICIARY, EMPLOYEE OR AGENT (INCLUDING ANY PERSON OR ENTITY FROM
TIME TO TIME ENGAGED TO SUPERVISE AND/OR MANAGE THE OPERATION OF HPTMI) OF HPTMI
SHALL BE HELD TO ANY  LIABILITY,  JOINTLY  OR  SEVERALLY,  FOR ANY DEBT,  CLAIM,
DEMAND, JUDGMENT, DECREE, LIABILITY OR OBLIGATION OF ANY KIND (IN TORT, CONTRACT
OR OTHERWISE)  OF, AGAINST OR WITH RESPECT TO HPTMI OR ARISING OUT OF ANY ACTION
TAKEN OR OMITTED FOR OR ON BEHALF OF HPTMI.

                                      -6-

<PAGE>



         IN WITNESS  WHEREOF,  the parties  have  executed  this  Amendment as a
sealed instrument as of the date above written.

                              HPTMI PROPERTIES TRUST,
                              a Maryland real estate investment trust


                              By:
                                 ----------------------------------------------
                                   John G. Murray
                                   President


                              HPTMI HAWAII, INC.,
                              a Delaware corporation


                              By:
                                 ----------------------------------------------
                                   John G. Murray
                                   President


                              HPT TRS MI-135, INC.,
                              a Delaware corporation


                              By:
                                 ----------------------------------------------
                                   John G. Murray
                                   Vice President





By its execution hereof, the undersigned evidences its consent to the foregoing,
including,  without  limitation,  the collateral  assignment of Tenant's  right,
title and interest in and to the Guaranty and the Holdback Agreement.


                              MARRIOTT INTERNATIONAL, INC.,
                              a Delaware corporation



                              By:
                                 ----------------------------------------------
                                   Timothy J. Grisius
                                   Authorized Signatory






                                      -7-
<PAGE>



By their execution hereof, each of the undersigned managers under the Management
Agreements  applicable to the First Closing Leases  evidences its consent to the
foregoing.
                              COURTYARD MANAGEMENT CORPORATION


                              By:
                                 ---------------------------------------------
                                  Timothy J. Grisius
                                  Vice President


                              SPRINGHILL SMC CORPORATION


                              By:
                                 ---------------------------------------------
                                  Timothy J. Grisius
                                  Vice President


                              SPRINGHILL SMC CORPORATION


                              By:
                                 ---------------------------------------------
                                  Timothy J. Grisius
                                  Vice President



                                      -8-



<PAGE>



                                    EXHIBIT E

                              Assignment Agreement


                                 [see attached]

<PAGE>

                                 ASSIGNMENT AND
                         ASSUMPTION OF LEASE AGREEMENTS


         THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENTS (this  "Assignment")
is made as of the ____ day of June, 2001 by and among CR14 TENANT CORPORATION, a
Delaware corporation ("CR14"), CRTM17 TENANT CORPORATION, a Delaware corporation
("CRTM17"  and,  together with CR14,  collectively,  the  "Assignors"),  HPT TRS
MI-135, INC., a Delaware corporation ("Assignee"), and HPTMI PROPERTIES TRUST, a
Maryland real estate investment trust ("Landlord").

                              W I T N E S S E T H :

         WHEREAS, the Assignors,  Assignee and Landlord,  among others,  entered
into that certain Agreement to Assign,  Release,  Franchise and Manage, dated as
of the date hereof (the "Agreement to Assign"),  pursuant to which,  inter alia,
the  Assignors  agreed to  assign,  and  Assignee  agreed to  assume,  the Lease
Agreements  described  on  Schedule  A attached  hereto  and made a part  hereof
(collectively,  as the same may be amended,  modified or further  assigned,  the
"Leases"); and

         WHEREAS, this Agreement is being delivered pursuant to the Agreement to
Assign.

         NOW,  THEREFORE,  in  accordance  with the  Agreement  to Assign and in
consideration  of the  foregoing  premises  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1. The Assignors do hereby irrevocably  transfer and assign to Assignee
all of the  right,  title and  interest  of the  Assignors  in, to and under the
Leases,  including,  without  limitation,  any right,  title or  interest of the
Assignors in, to and under the Reserves (as such term is defined in the Leases).
Subject to the terms of the Agreement to Assign, including,  without limitation,
Section 18  thereof,  Assignee  hereby  assumes  and agrees to pay,  perform and
discharge  when  due  all of the  liabilities,  obligations  and  duties  of the
Assignors  under the Leases arising after date hereof.  Landlord hereby consents
to the  assignment of the Leases to Assignee and releases the Assignors from all
of the  liabilities,  obligations  and duties of the Assignors  under the Leases
arising after the date hereof and from any other  liabilities,  obligations  and
duties that have been assumed by Assignor  pursuant to the  Agreement to Assign,
including, without limitation, Section 18 thereof.

         2. The  parties  hereto  do hereby  agree to  perform,  execute  and/or
deliver or cause to be  performed,  executed  and/or  delivered any and all such
further agreements and assurances as either of the parties hereto may reasonably
require to consummate the transactions contemplated hereunder.

         3. This  Agreement is entered  pursuant and subject to the terms of the
Agreement to Assign, and in the event of a conflict between the terms hereof and
thereof, the terms of the Agreement to Assign shall prevail.



<PAGE>



         IN WITNESS  WHEREOF,  each party has caused this  Assignment to be duly
executed and delivered in its name and on its behalf, as of the date first above
written.

                              ASSIGNORS:

                              CR14 TENANT CORPORATION,
                              a Delaware corporation


                              By:
                                 ---------------------------------------------
                                  Timothy Grisius
                                  Vice President


                              CRTM17 TENANT CORPORATION,
                              a Delaware corporation


                              By:
                                 ---------------------------------------------
                                  Timothy Grisius
                                  Vice President

                              ASSIGNEE:

                              HPT TRS MI-135, INC.,
                              a Delaware corporation


                              By:
                                 ---------------------------------------------
                                  John G. Murray
                                  Vice President


                              LANDLORD:

                              HPTMI PROPERTIES TRUST,
                              a Maryland real estate investment trust


                              By:
                                 ---------------------------------------------
                                  John G. Murray
                                  President


<PAGE>



                                    EXHIBIT A

                                   The Leases


                              [See attached copy.]


<PAGE>



                                    EXHIBIT F

                              Franchise Agreements

1.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International, Inc. and HPT TRS MI-135, INC. (Emeryville,  California -
         Courtyard).

2.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International,  Inc.  and HPT TRS MI-135,  INC.  (Renton,  Washington -
         SpringHill).

3.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International,  Inc.  and HPT TRS MI-135,  INC.  (Renton,  Washington -
         TownePlace).

4.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International,  Inc.  and HPT TRS MI-135,  INC.  (Richmond,  Virginia -
         TownePlace).

5.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International,  Inc.  and HPT TRS  MI-135,  INC.  (Chicago,  Illinois -
         TownePlace).

6.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International,  Inc.  and HPT TRS  MI-135,  INC.  (Detroit,  Michigan -
         TownePlace).

7.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International, Inc. and HPT TRS
         MI-135, INC. (Fresno, California - Residence Inn).

8.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International,  Inc.  and HPT TRS MI-135,  INC.  (Fort  Worth,  Texas -
         Courtyard).

9.       Franchise Agreement, dated as of June 15, 2001, by and between Marriott
         International,  Inc.  and HPT TRS  MI-135,  INC.  (Atlanta,  Georgia  -
         Residence Inn).


<PAGE>



                                    EXHIBIT G


                              Management Agreement


      [This document has been separately filed as Exhibit 10.2 to the 8-K]


<PAGE>



                                    EXHIBIT H


                              Termination Agreement


                                 [see attached]
<PAGE>

                                                               Detroit/Novi, MI
                                                                     TownePlace

                              TERMINATION AGREEMENT


         THIS TERMINATION  AGREEMENT (this "Agreement") is made and entered into
as of this 15th day of June,  2001 (the  "Effective  Date"),  by and among HPTMI
PROPERTIES  TRUST, a Maryland real estate  investment trust ("HPTMI"),  MARRIOTT
INTERNATIONAL,  INC., a Delaware  corporation  ("Marriott"),  and CRTM17  TENANT
CORPORATION, a Delaware corporation ("CRTM17").

                               W I T N E S S E T H

         WHEREAS,  HPTMI III Properties Trust, a Maryland real estate investment
trust ("HPTMI III"), and CRTM17 entered into that certain Lease Agreement, dated
as of October  15,  1999 (the  "Lease"),  pursuant  to which HPTMI III leased to
CRTM17,  and CRTM17 leases from HPTMI III,  certain  Leased  Property  (this and
other  capitalized  terms used and not defined  herein  shall have the  meanings
given  such  term in the  Lease),  including,  without  limitation,  a hotel and
certain related improvements located on the real property described on Exhibit A
attached hereto and made a part hereof, all in accordance with the terms of such
Lease; and

         WHEREAS,  Marriott  and  CRTM17  entered  into that  certain  Franchise
Agreement,  dated as of October, 1999 (the "Franchise  Agreement"),  pursuant to
which  Marriott  granted to CRTM17 a franchise to operate,  and CRTM17 agreed to
operate,  a TownePlace  Suites by Marriott hotel on the Leased Property,  all in
accordance with the terms of such Franchise Agreement; and

         WHEREAS, Marriott, CRTM17 and HPTMI III entered into that certain Owner
Agreement,  dated as of October 15, 1999 (the  "Owner  Agreement"),  pursuant to
which  HPTMI III,  Marriott  and CRTM17  agreed that the Leased  Property  would
continue to be operated as a  TownePlace  Suites by Marriott  hotel  following a
default by CRTM17  under  either the Lease or the  Franchise  Agreement;  all in
accordance with the terms of such Owner Agreement; and

         WHEREAS,  HPTMI has  succeeded to the  interests of HPTMI III under the
Lease, the Franchise  Agreement and the Owner Agreement,  pursuant to the merger
of HPTMI III with and into HPTMI, dated as of June 14, 2001; and

         WHEREAS,  CRTM17 and HPT TRS MI-135,  INC. ("TRS") are entering into an
Assignment and Assumption Agreement, dated as of the Effective Date, pursuant to
which  CRTM17  will  assign to TRS,  and TRS will  assume  from  CRTM17,  all of
CRTM17's right, title and interest in and to the Lease; and

         WHEREAS,  the current  terms of the  Franchise  Agreement and the Owner
Agreement are scheduled to expire on the last day of the last Accounting  Period
of Fiscal Year 2013; and

         WHEREAS, in connection with the aforesaid  assignment,  HPTMI, Marriott
and CRTM17  desire to terminate  the terms of the  Franchise  Agreement  and the
Owner Agreement as of the Effective Date;
<PAGE>

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the mutual receipt and legal  sufficiency of which are
hereby acknowledged, HPTMI, Marriott and CRTM17 hereby agree as follows:

         1.  Effective  as of the  Effective  Date,  the terms of the  Franchise
Agreement and the Owner  Agreement  shall be terminated as if the Effective Date
were the date on  which  the  terms of the  Franchise  Agreement  and the  Owner
Agreement were originally scheduled to expire.

         2. CRTM17  represents  that (i) it has not  transferred or assigned any
portion of its interest  under the  Franchise  Agreement or the Owner  Agreement
such that any such transfer or assignment would be in effect as of the Effective
Date and (ii) it has  received all  consents  and  approvals  required for it to
enter into this Agreement.

         3. Marriott  represents that (i) it has not transferred or assigned any
portion of its interest  under the  Franchise  Agreement or the Owner  Agreement
such that any such transfer or assignment would be in effect as of the Effective
Date and (ii) it has  received all  consents  and  approvals  required for it to
enter into this Agreement.

         4. HPTMI  represents  that (i) it has not  transferred  or assigned any
portion of its interest under the Owner Agreement such that any such transfer or
assignment  would be in effect as of the Effective Date and (ii) it has received
all consents and approvals required for it to enter into this Agreement.

         5. IN ADDITION TO ALL OTHER LIMITATIONS  CONTAINED IN THE LEASE AND THE
OWNER AGREEMENT,  HPTMI HEREBY NOTIFIES MARRIOTT AND CRTM17 THAT THE DECLARATION
OF TRUST OF HPTMI  PROVIDES  AND  MARRIOTT  AND  CRTM17  HEREBY  AGREE,  THAT NO
TRUSTEE,  OFFICER,  DIRECTOR,  GENERAL OR LIMITED PARTNER, MEMBER,  SHAREHOLDER,
BENEFICIARY, EMPLOYEE OR AGENT (INCLUDING ANY PERSON OR ENTITY FROM TIME TO TIME
ENGAGED TO  SUPERVISE  AND OR MANAGE THE  OPERATION  OF HPTMI) OF HPTMI SHALL BE
HELD TO ANY  LIABILITY,  JOINTLY  OR  SEVERALLY,  FOR ANY DEBT,  CLAIM,  DEMAND,
JUDGMENT,  DECREE,  LIABILITY OR  OBLIGATION  OF ANY KIND (IN TORT,  CONTRACT OR
OTHERWISE)  OF,  AGAINST OR WITH  RESPECT TO HPTMI OR ARISING  OUT OF ANY ACTION
TAKEN OR OMITTED FOR OR ON BEHALF OF HPTMI.

                                      -2-

<PAGE>



         IN WITNESS  WHEREOF,  HPTMI,  Marriott  and  CRTM17  have  caused  this
Agreement  to be duly  executed,  as a sealed  instrument,  as of the date first
above written.

                              HPTMI:

                              HPTMI PROPERTIES TRUST,
                              a Maryland real estate investment trust

                              By:
                                 ---------------------------------------------
                                   John G. Murray
                                   President


                              MARRIOTT:

                              MARRIOTT INTERNATIONAL, INC.,
                              a Delaware corporation

                              By:
                                 ---------------------------------------------
                                   Timothy J. Grisius
                                   Authorized Signatory


                              CRTM17:

                              CRTM17 TENANT CORPORATION,
                              a Delaware corporation

                              By:
                                 ---------------------------------------------
                                   Timothy J. Grisius
                                   Vice President

                                      -3-

<PAGE>

                                    EXHIBIT A

                       Legal Description of Real Property


                              [See attached copy.]




<PAGE>


                                    EXHIBIT I

                            Pro Rations Requirements

                                 [see attached]

<PAGE>


                                 Apportionments

         All apportionments pursuant Section 18(a) of the Agreement to Lease and
Manage shall be based upon the total  revenues  and expenses for the  Accounting
Period in which the Closing Date occurs.

         In the case of the Closing which is occurring on the First Closing Date
(which is the last day of the current  Accounting  Period with respect to all of
the First Closing  Properties except for the Kauai Property),  all such revenues
and expenses related to all of the First Closing  Properties  except Kauai shall
be allocated 100% to MI and the  applicable  Managers (for the four weeks in the
current  Accounting  Period with respect to such Properties  through the Closing
Date).  Thereafter,  starting with the first day of the next Accounting  Period,
all such  revenues and expenses  related to such  Properties  shall be allocated
100% to the New Tenant.

         With  respect to the Kauai  Property,  all such  revenues  and expenses
shall be allocated 50% to MI and the  applicable  Manager (for the first fifteen
days of the current  Accounting  Period for the Kauai Property through the First
Closing  Date) and 50% to the New  Tenant  (for the final  fifteen  days of such
Accounting Period following the First Closing Date).

         Any amounts  payable by the New Tenant  pursuant to such  apportionment
shall be handled pursuant to the Pooling Agreement.