<Page>

                                                                    EXHIBIT 10.6



                         HOLDBACK AND SECURITY AGREEMENT

         THIS HOLDBACK AND SECURITY AGREEMENT (this "Agreement") is entered into
as of this 15th day of June,  2001,  by and among  (i)  Marriott  International,
Inc., a Delaware corporation ("Marriott"), (ii) St. Louis Airport Hotel, L.L.C.,
a Delaware  limited  liability  company,  , Nashville  Airport  Hotel,  L.L.C. a
Delaware limited liability company,  Residence Inn By Marriott, Inc., a Delaware
corporation,   Courtyard  Management   Corporation,   a  Delaware   corporation,
SpringHill SMC  Corporation,  a Delaware  corporation and TownePlace  Management
Corporation,  a Delaware  corporation  (each, a "Seller" and  collectively,  the
"Sellers"),  (iii) Marriott Hotel Services, Inc., a Delaware corporation ("MHSI"
and together with certain of the Sellers,  collectively,  the "Managers"),  (iv)
CR14 Tenant  Corporation,  a Delaware  corporation  ("CR14")  and CRTM17  Tenant
Corporation,  a Delaware corporation ("CRTM17") (CR14 and CRTM17,  collectively,
the "Old Tenants"),  (v) HPT TRS MI-135,  INC., a Delaware corporation (the "New
Tenant"),  and (vi) HPTMI  Properties  Trust, a Maryland real estate  investment
trust ("HPTMI") and HPTMI Hawaii,  Inc., a Delaware  corporation ("Kauai Owner")
(HPTMI and Kauai Owner, collectively, the "Landlords").

                                    RECITALS:

         A. HPTMI,  as  landlord,  and CRTM17,  as tenant,  are parties to those
seventeen (17) certain leases set forth on Exhibit A-1 attached  hereto (the "T3
Existing Leases"), with respect to the properties referenced therein.

         B.  HPTMI,  as  landlord,  and CR14,  as tenant,  are  parties to those
fourteen (14) certain  leases set forth on Exhibit A-2 attached  hereto (the "T1
Existing Leases"),  with respect to the properties  referenced therein.  (The T3
Existing Leases and the T1 Existing Leases,  as each have been amended as of the
date hereof, are referred to, collectively, as the "Existing Leases.")

         C.  Pursuant to the terms of the  Existing  Leases,  the  Sellers  have
deposited the total sum of Thirty Six Million Two Hundred Three  Thousand  Three
Hundred One Dollars ($36,203,301.00), as the same may be drawn down from time to
time pursuant to this Agreement,  and replenished  from time to time pursuant to
the Pooling Agreement and the Management Agreements (the "Holdback") with HPTMI,
as security for the  obligations  of the Old Tenants under the Existing  Leases.
The Old Tenants and the Sellers are each wholly-owned  subsidiaries of Marriott,
and pursuant to this  Agreement,  are  assigning to Marriott all of their right,
title and interest in the Holdback.

         D. Pursuant to the terms of an Agreement to Assign, Release,  Franchise
and Manage (the "Agreement to Lease"), the Old Tenants have agreed to assign the
Old Leases to the New  Tenant,  and the New  Tenant  has  agreed to accept  such
assignment  and assume the  obligations  of the Old Tenants  thereunder,  on the
terms and  conditions  and at the times set forth in the Agreement to Lease.  At
the time that each such  Existing  Lease
<PAGE>

is assigned  from the  applicable  Old Tenant to the New Tenant,  such  Existing
Lease shall be amended by HPTMI and the New Tenant  pursuant to the terms of the
Agreement to Lease, and such Existing Lease, as so amended,  and as the same may
be further amended from time to time, shall  thereafter no longer  constitute an
Existing Lease but such lease shall thereafter constitute a "Converted Lease".

         E. Pursuant to the Agreement to Lease,  the Landlords  have also agreed
to lease four (4) other  properties (the "New Portfolio  Properties") to the New
Tenant,  and the New  Tenant  has  agreed  to  lease  each of the New  Portfolio
Properties from the Landlords,  on the terms and conditions and at the times set
forth in the  Agreement to Lease.  The New Portfolio  Properties  will be leased
from  the  Landlords  to the  New  Tenant  pursuant  to  leases  which  will  be
substantially  similar in form (but not economic terms) to the Converted  Leases
(the "New Portfolio Property Leases"). The properties which are subjected to the
Converted  Leases  and the New  Portfolio  Property  Leases  shall  collectively
constitute the "Portfolio Properties."

         F.  Marriott  has  agreed  that  the  Holdback  shall  secure  (i)  the
obligations  of the Old Tenants  under the Existing  Leases and the Agreement to
Lease, and (ii) the obligations of the Managers under the Management Agreements,
in each instance subject to the terms and conditions set forth herein.

         G. Nashville  Airport Hotel,  L.L.C. is a party to this instrument as a
Seller despite all of the ownership interests therein having been transferred to
HPTMI due to the  inadvertent  failure of the  parties to assign  such  entity's
right,  title and interest in and to a portion of such  Holdback to an Affiliate
of Marriott at the time of such transfer.

         H. Capitalized  terms used but not otherwise  defined in this Agreement
shall have the meaning ascribed to such terms in that certain Pooling  Agreement
entered into of even date  herewith (the "Pooling  Agreement")  among  Marriott,
certain  Affiliates  of  Marriott  and New  Tenant,  and,  if such terms are not
defined in the Pooling Agreement, in the Management Agreements.

         NOW, THEREFORE,  in consideration of the foregoing,  and for other good
and valuable consideration, the parties hereto agree as follows:

         1. The  Sellers and the Old Tenants  hereby  assign to Marriott  all of
their right,  title and interest in and to the Holdback.  Marriott,  the Sellers
and the Old  Tenants  each  represent  and  warrant  that the  Holdback  has not
previously  been  assigned,  transferred  or  encumbered by any of them or their
Affiliates.

         2. The  Landlords  and the New Tenant  acknowledge  that as of the date
hereof they hereby transfer all of their respective right, title and interest in
the entire  amount of the Holdback to the New Tenant,  as  collateral  agent for
both of them, and that from and after the date hereof, the New Tenant shall hold
the Holdback pursuant to the terms of this Agreement.  After all of the Existing
Leases have been  converted to  Converted


                                       2
<PAGE>

Leases  pursuant  to the  Agreement  to Lease,  the New  Tenant  shall  hold the
Holdback for itself, subject to the terms and conditions hereof.

         3. The New Tenant hereby  assigns its right,  title and interest in and
to the Holdback to the  Landlords  as security for the New Tenant's  obligations
under the Converted Leases as the same exist from time to time.

         4. Marriott, the Managers, the Old Tenants, Landlord and the New Tenant
acknowledge  and  agree  that  the  Holdback  constitutes  security  for (i) the
faithful  observance  and  performance  by the Old  Tenants  of all  the  terms,
covenants and conditions of the Existing  Leases to be observed and performed by
the Old  Tenants,  and (ii)  the  faithful  observance  and  performance  by the
Managers of all the terms, covenants and conditions of the Management Agreements
to be observed and performed by the Managers, including, without limitation: (a)
the payment to New Tenant of Aggregate  Tenant's First Priority on the first day
of each  Portfolio  Accounting  Period,  and (b) the  payment  to New  Tenant of
Aggregate  Tenant's  Second  Priority  and  Aggregate  Tenant's  Third  Priority
pursuant  to  each  Management  Agreement,  in all of  the  foregoing  instances
described in (a) or (b),  regardless of the adequacy of Aggregate  Gross Revenue
or  Aggregate  Operating  Profit for any  Portfolio  Accounting  Period for such
period (all of the foregoing, collectively, the "Secured Obligations").  Without
limiting  the  generality  of the  foregoing,  in lieu of  accruing  the Secured
Obligations pursuant to the Pooling Agreement,  the New Tenant shall be entitled
to offset the Secured  Obligations or any other damages in connection  therewith
against the  Holdback.  Marriott  hereby grants to Landlord and the New Tenant a
first priority security interest in the Holdback for such purpose. The Landlords
and the New Tenant  shall have the  option to elect,  in their sole  discretion,
whether to apply  funds from the  Holdback  with  respect to any of the  Secured
Obligations.

         5. Notwithstanding anything to the contrary in this Agreement, if (a) a
Management  Agreement is terminated  with respect to a Hotel in accordance  with
its terms  other  than in  connection  with a Manager  Default,  or (b) a Tenant
Deconsolidation  Event shall occur under the Pooling Agreement with respect to a
Hotel, the New Tenant shall return to Marriott the present value of a portion of
the Holdback,  which amount shall be obtained by multiplying the then balance of
the Holdback by a fraction,  the numerator of which is the annual Tenant's First
Priority for such Hotel,  and the  denominator of which is the annual  Aggregate
Tenant's   First   Priority   immediately   prior   to   such   termination   or
deconsolidation.  Subsequently,  Marriott shall be entitled to the present value
of amounts which are or were to be paid under such Hotel's Management  Agreement
to  replenish  the  Holdback,  and the  balance  of such  payments  shall be the
property of the New Tenant.  Such  present  values shall be  calculated  using a
discount  rate based on the interest rate  published in The Wall Street  Journal
for U.S. Treasury  Obligations having a maturity closest in time to the last day
of the then-current Term of the applicable Management Agreement (including,  for
this  purpose,  all exercised  Renewal  Terms) and shall assume a payment on the
last day of the Term (after giving effect to any exercised Renewal Term).

                                       3
<PAGE>

         6. Upon a Kauai Deconsolidation Event, a portion of the then balance of
the Holdback (the "Kauai  Holdback") equal to the amount obtained by multiplying
such balance by a fraction,  the numerator of which is the annual Tenant's First
Priority  with  respect to the Kauai Hotel and the  denominator  of which is the
annual  Aggregate  Tenant's  First  Priority  immediately  prior  to such  Kauai
Deconsolidation  Event,  shall  be  held as  security  solely  for  the  Secured
Obligations pertaining to the Kauai Hotel. Thereafter, amounts payable under the
Management  Agreement  for the Kauai Hotel to replenish  the  Holdback  shall be
added to the Kauai Holdback.  The parties,  at the request of any of them, shall
enter into such separate  holdback  agreements and amendments hereof as shall be
reasonably requested to give effect to and document the foregoing.

         7. Any  interest  earned on  account of the  Holdback  shall be for the
benefit of the New Tenant.  Hospitality Properties Trust, a Maryland real estate
investment  trust,  shall  guaranty  the  obligation  of the New  Tenant  or any
Affiliate  to return all or any portion of the  Holdback to Marriott as and when
due pursuant to the terms of this Agreement.

         8. Notwithstanding  anything contained herein to the contrary,  none of
Landlord  and the New  Tenant  shall  appropriate  or apply any  portion  of the
Holdback until it shall have  exhausted any rights and remedies  available to it
pursuant to that certain Guaranty  Agreement from Marriott to the New Tenant and
that certain Limited Rent Guaranty Agreement from Marriott to Landlord,  both of
even date herewith.

         9. 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).

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

         All such notices shall be addressed:

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

                                       4
<PAGE>

with a copy to:            Marriott International, Inc.
                           10400 Fernwood Road, Dept. 52-923.00
                           Bethesda, Maryland 20817
                           Attn: Lodging Operations Attorney
                           Telecopier No. (301) 380-6727

and a copy to:             Marriott International, Inc.
                           10400 Fernwood Road, Dept. 52-923.00
                           Bethesda, Maryland 20817
                           Attn: Lodging - Senior Vice President, Finance
                           Telecopier No. (301) 380-3667

and a copy to:             Venable, Baetjer and Howard, LLP
                           1800 Mercantile Bank and Trust Building
                           Two Hopkins Plaza
                           Baltimore, Maryland 21201
                           Attn:  James D. Wright, Esq.
                           Telecopier No. (410) 244-7422

if to New Tenant,          HPT TRS MI-135, INC.
or any Affiliate:          400 Centre Street
                           Newton, Massachusetts 02458
                           Attn:  President
                           Telecopier: (617) 969-5730

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

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

         10.  This  Agreement  shall  be  interpreted,  construed,  applied  and
enforced  in  accordance  with the laws of the State of Maryland  applicable  to
contracts  between  residents  of Maryland  which are to be  performed  entirely
within  Maryland,  regardless  of (i) where any such  instrument  is executed or
delivered;  or (ii) where any payment or other performance  required by any such
instrument  is made or  required  to be made;  or (iii)  where any breach of any
provision  of any such  instrument  occurs,  or any  cause of  action  otherwise
accrues;  or (iv) where any action or other proceeding is instituted or

                                       5
<PAGE>

pending;  or (v) the  nationality,  citizenship,  domicile,  principal  place of
business, or jurisdiction of organization or domestication of any party; or (vi)
whether the laws of the forum  jurisdiction  otherwise would apply the laws of a
jurisdiction  other than the State of Maryland;  or (vii) any combination of the
foregoing.  The parties  acknowledge,  consent and agree that the United  States
District  Court  of  the  District  of  Maryland  and  any  court  of  competent
jurisdiction in the State of Maryland shall have  jurisdiction in any proceeding
instituted to enforce this Agreement or any provision  hereof and any objections
to venue are hereby waived.

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

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

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

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

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

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

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

                                       6
<PAGE>

         18.  The  parties   agree  that  this   Agreement   may  be  signed  in
counterparts, each of which shall constitute but one and the same document.

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



                   [Signatures appear on the following page.]

                                       7
<PAGE>



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

                                    MARRIOTT:

WITNESS:                            MARRIOTT INTERNATIONAL, INC.

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:  Authorized Signatory

                                    SELLERS:

WITNESS:                            ST. LOUIS HOTEL, L.L.C.

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:  Authorized Signatory

WITNESS:                            NASHVILLE AIRPORT HOTEL, L.L.C.

/s/ John M. Steiner                 By: /s/ John G. Murray (SEAL)
Name: John M. Steiner               Name:   John G. Murray
                                    Title:  Authorized Signatory

WITNESS:                            RESIDENCE INN BY MARRIOTT, INC.

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:  Vice President

WITNESS:                            COURTYARD MANAGEMENT CORPORATION

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:   Vice President

WITNESS:                            SPRINGHILL SMC CORPORATION

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:  Vice President


                                       8
<PAGE>


WITNESS:                            TOWNEPLACE MANAGEMENT CORPORATION

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:  Vice President

                                    MHSI:

WITNESS:                            MARRIOTT HOTEL SERVICES, INC.

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:  Authorized Signatory

                                    OLD TENANTS:

WITNESS:                            CR14 TENANT CORPORATION

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:  Authorized Signatory

WITNESS:                            CRTM17 TENANT CORPORATION

/s/ John M. Steiner                 By: /s/ Timothy J. Grisius (SEAL)
Name: John M. Steiner               Name:   Timothy J. Grisius
                                    Title:  Authorized Signatory

                                    NEW TENANT:

WITNESS:                            HPT TRS MI-135, INC.

/s/ John M. Steiner                 By: /s/ John G. Murray (SEAL)
Name: John M. Steiner               Name:   John G. Murray
                                    Title:  Vice President

                                    LANDLORDS:

WITNESS:                            HPTMI PROPERTIES TRUST

/s/ John M. Steiner                 By: /s/ John G. Murray (SEAL)
Name: John M. Steiner               Name:   John G. Murray
                                    Title:  President

                                       9
<PAGE>


WITNESS:                            HPTMI HAWAII, INC.

/s/ John M. Steiner                 By: /s/ John G. Murray (SEAL)
Name: John M. Steiner               Name:   John G. Murray
                                    Title:  President



                                       10
<PAGE>


                                   EXHIBIT A-1


                                  T3 Old Leases


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

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

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

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

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

6.       Lease  agreement  dated  January 22, 199 between  HPTMI III  Properties
         Trust and CRTM17  Tenant  Corporation  (Richmond/Northwest,  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/Chantilly,  Virginia -
         TownePlace)

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

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/Waukegan,  Illinois - Residence
         Inn)

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


                                       11

<PAGE>



                             EXHIBIT A-1, continued


                                  T3 Old Leases



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

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

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

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








                                       12
<PAGE>



                                  EXHIBIT A-2


                                  T1 Old 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/Richardson, Texas - Residence Inn)

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

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

6.       Lease agreement dated April 3, 1997 between HPTMI  Properties Trust and
         CR14 Tenant Corporation (Houston/Hobby Airport, 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/Homewood, 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.  Assigned to HPTMI Properties
         Trust on October 10, 1997 (Allentown, Pennsylvania - Courtyard).



                                       13

<PAGE>




                             EXHIBIT A-2, continued


                                  T1 Old Leases


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

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

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





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