LEASE AGREEMENT

                           DATED AS OF _________, 2001

                                     BETWEEN

                          HHLP VALLEY FORGE ASSOCIATES

                                    AS LESSOR

                                       AND

                       HERSHA HOSPITALITY MANAGEMENT, L.P.

                                    AS LESSEE

                             IN CONNECTION WITH THE

              SLEEP INN MAINSTAY SUITES, VALLEY FORGE, PENNSYLVANIA


<PAGE>
<TABLE>
<CAPTION>
                                           TABLE OF CONTENTS
                                           -----------------

<S>                                                                                             <C>
ARTICLE 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       1.1. Leased Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       1.2. Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
       1.3. Initial Transition.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
ARTICLE 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
       2.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
ARTICLE 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       3.1. Rent.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       3.2. Confirmation of Percentage Rent. . . . . . . . . . . . . . . . . . . . . . . . . .  14
       3.3. Additional Charges.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       3.4. No Set Off.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       3.5. Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       3.6. Changes in Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
ARTICLE 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       4.1. Payment of Impositions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       4.2. Notice of Impositions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       4.3. Adjustment of Impositions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       4.4. Utility Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
ARTICLE 5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       5.1. No Termination, Abatement, etc.. . . . . . . . . . . . . . . . . . . . . . . . . .  17
ARTICLE 6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       6.1. Ownership of the Leased Property.. . . . . . . . . . . . . . . . . . . . . . . . .  18
       6.2. Lessee's Personal Property.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       6.3. Lessor's Lien. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
ARTICLE 7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       7.1. Condition of the Leased Property.. . . . . . . . . . . . . . . . . . . . . . . . .  19
       7.2. Use of the Leased Property.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
ARTICLE 8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
       8.1. Compliance with Legal and Insurance Requirements,   etc. . . . . . . . . . . . . .  21
       8.2. Legal Requirement Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
       8.3. Environmental Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
ARTICLE 9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
       9.1. Maintenance and Repair; Capital Expenditures.. . . . . . . . . . . . . . . . . . .  24
       9.2. Encroachments, Restrictions, Etc.. . . . . . . . . . . . . . . . . . . . . . . . .  25
ARTICLE 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
       10.1. Alterations.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
       10.2. Salvage.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
       10.3. Lessor Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
ARTICLE 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
       11.1. Liens.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
ARTICLE 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
       12.1. Permitted Contests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
ARTICLE 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28


                                        i
<PAGE>
       13.1. General Insurance Requirements. . . . . . . . . . . . . . . . . . . . . . . . . .  28
       13.2. Replacement Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
       13.3. (Intentionally omitted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
       13.4. Waiver of Subrogation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
       13.5. Form Satisfactory, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
       13.6. Increase in Limits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
       13.7. Blanket Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
       13.8. Separate Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
       13.9. Reports On Insurance Claims.. . . . . . . . . . . . . . . . . . . . . . . . . . .  32
ARTICLE 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
       14.1. Insurance Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
       14.2. Reconstruction in the Event of Damage or Destruction Covered by Insurance . . . .  32
       14.3. Reconstruction in the Event of Damage or Destruction Not Covered by Insurance
             or When Holder Will Not Release Insurance Proceeds. . . . . . . . . . . . . . . .  33
       14.4. Lessee's Property and Business Interruption Insurance . . . . . . . . . . . . . .  33
       14.5. Abatement of Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
ARTICLE 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
       15.1. Definition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
       15.2. Parties' Rights and Obligations.. . . . . . . . . . . . . . . . . . . . . . . . .  34
       15.3. Total Taking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
       15.4. Allocation of Award.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
       15.5. Partial Taking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
       15.6. Temporary Taking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
ARTICLE 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
       16.1. Events of Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
       16.2. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
       16.3. Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
       16.4. Application of Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
ARTICLE 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
       17.1. Lessor's Right to Cure Lessee's Default.. . . . . . . . . . . . . . . . . . . . .  39
ARTICLE 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
       18.1. Personal Property Limitation. . . . . . . . . . . . . . . . . . . . . . . . . . .  40
       18.2. Sublease Rent Limitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
       18.3. Sublease Lessee Limitation. . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
       18.4. Lessee Ownership Limitation.. . . . . . . . . . . . . . . . . . . . . . . . . . .  41
       18.5. Director, Officer and Employee Limitation.. . . . . . . . . . . . . . . . . . . .  41
ARTICLE 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
       19.1. Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
ARTICLE 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
       20.1. Indemnification.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
ARTICLE 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
       21.1. Subletting and Assignment.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
       21.2. Attornment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
       21.3. Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
ARTICLE 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44


                                       ii
<PAGE>
       22.1. Officer's Certificates; Financial Statements; Lessor's Estoppel Certificates and
             Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
ARTICLE 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
       23.1. Regular Meetings; Lessor's Right to Inspect.. . . . . . . . . . . . . . . . . . .  46
ARTICLE 24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
       24.1. No Waiver.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
ARTICLE 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
       25.1. Remedies Cumulative.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
ARTICLE 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
       26.1. Acceptance of Surrender.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
ARTICLE 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
       27.1. No Merger of Title. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
ARTICLE 28 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
       28.1. Conveyance by Lessor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
       28.2. Lessor May Grant Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
ARTICLE 29 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
       29.1. Quiet Enjoyment.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
ARTICLE 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
       30.1. Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
ARTICLE 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
       31.1. Appraisers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
ARTICLE 32 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
       32.1. Lessee's Right to Cure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
ARTICLE 33 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
       33.1. Miscellaneous.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
       33.2. Transition Procedures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
       33.3. Waiver of Presentment, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
       33.4. Standard of Discretion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
       33.5. Action for Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
       33.6. Lease Assumption in Bankruptcy Proceeding.. . . . . . . . . . . . . . . . . . . .  54
       33.7. Intra-Family Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
ARTICLE 34 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
       34.1. Memorandum of Lease.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
ARTICLE 35 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
ARTICLE 36 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
       36.1. Lessor's Option to Terminate Lease. . . . . . . . . . . . . . . . . . . . . . . .  55
ARTICLE 37 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
       37.1. Compliance with Franchise Agreement.. . . . . . . . . . . . . . . . . . . . . . .  57
ARTICLE 38 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
       38.1. Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
ARTICLE 39 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
       39.1. Lessor's Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
ARTICLE 40.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
       40.1. Arbitration.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
       40.2. Alternative Arbitration.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59


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<PAGE>
       40.3. Arbitration Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
</TABLE>


                                       iv
<PAGE>
                                LIST OF EXHIBITS
                                ----------------

     Exhibit  A     -     Property  Description

     Exhibit  B     -     Other  Properties

     Exhibit  C     -     Percentage  Rent  Provisions


                                        v
<PAGE>
                                LEASE AGREEMENT

     THIS  LEASE  AGREEMENT (hereinafter called "Lease"), made as of the ___ day
of  ___________,  2001,  by  and  between  HHLP  VALLEY  FORGE  ASSOCIATES,  a
Pennsylvania  limited  partnership  (hereinafter  called  "Lessor"),  and HERSHA
HOSPITALITY  MANAGEMENT,  L.P.,  a Pennsylvania limited partnership (hereinafter
called  "Lessee"),  provides  as  follows.

                          W  I  T  N  E  S  S  E  T  H:
                          -----------------------------

     Contemporaneously with the execution hereof, Lessor acquired (i) the Leased
Property  (as hereinafter defined) and certain Other Properties, and (ii) Lessor
is  entering  with  Lessee  into  the  Other  Leases;  and

     Lessor  and  Lessee  now  wish  to  enter  into  this  Lease.

     NOW,  THEREFORE,  Lessor, in consideration of the payment of rent by Lessee
to  Lessor, the covenants and agreements to be performed by Lessee, and upon the
terms and conditions hereinafter stated, does hereby rent and lease unto Lessee,
and  Lessee  does  hereby  rent  and  lease  from  Lessor,  the Leased Property.

                                    ARTICLE
                                    -------
                                       1

     1.1. Leased  Property.
          ----------------

     The  leased  property  (the  "Leased  Property")  is  comprised of Lessor's
interest  in  the  following:

          (a)     the  land  described  in  Exhibit  "A"  attached hereto and by
                                            ------------
reference  incorporated  herein  (the  "Land");

          (b)     all buildings, structures and other improvements of every kind
including,  but  not  limited  to,  alleyways and connecting tunnels, sidewalks,
utility  pipes,  conduits  and  lines  (on-site and off-site), parking areas and
roadways  appurtenant  to  such buildings and structures presently situated upon
the  Land  (collectively,  the  "Leased  Improvements");

          (c)     all  easements,  rights and appurtenances relating to the Land
and  the  Leased  Improvements;

          (d)     all  equipment,  machinery,  fixtures,  and  other  items  of
property  required  for or incidental to the use of the Leased Improvements as a
hotel,  including  all components thereof, now and hereafter permanently affixed
to  or incorporated into the Leased Improvements, including, without limitation,
all  furnaces,  boilers,  heaters,  electrical  equipment,  heating,  plumbing,
lighting,  ventilating,  refrigerating,  incineration,  air  and water pollution


<PAGE>
control, waste disposal, air-cooling and air-conditioning systems and apparatus,
sprinkler  systems  and fire and theft protection equipment, all of which to the
greatest  extent  permitted  by  law  are hereby deemed by the parties hereto to
constitute  real  estate,  together  with  all  replacements,  modifications,
alterations  and  additions  thereto  (collectively,  the  "Fixtures");

          (e)     all  furniture and furnishings and all other items of personal
property (excluding Inventory and personal property owned by Lessee) located on,
and  used  in  connection  with,  the  operation of the Leased Improvements as a
hotel,  together with all replacements, modifications, alterations and additions
thereto;  and

          (f)     all  existing  leases  of  the  Leased Property (including any
security  deposits  or  collateral  held  by  Lessor  pursuant  thereto).

THE  LEASED  PROPERTY IS DEMISED IN ITS PRESENT CONDITION WITHOUT REPRESENTATION
OR  WARRANTY  (EXPRESSED  OR  IMPLIED)  BY  LESSOR  AND SUBJECT TO THE RIGHTS OF
PARTIES  IN  POSSESSION,  AND  TO  THE  EXISTING  STATE  OF  TITLE INCLUDING ALL
COVENANTS,  CONDITIONS,  RESTRICTIONS,  EASEMENTS  AND  OTHER  MATTERS OF RECORD
INCLUDING  ALL APPLICABLE LEGAL REQUIREMENTS, THE LIEN OF FINANCING INSTRUMENTS,
MORTGAGES,  DEEDS OF TRUST AND SECURITY DEEDS, AND INCLUDING OTHER MATTERS WHICH
WOULD  BE  DISCLOSED  BY  AN INSPECTION OF THE LEASED PROPERTY OR BY AN ACCURATE
SURVEY  THEREOF.

     1.2. Term.
          -----

          (a)     The  term of the Lease (the "Term") shall commence on the date
hereof  (the  "Commencement Date") and shall end on the fifth anniversary of the
last  day  of  the  month  in  which the Commencement Date occurs, unless sooner
terminated  in  accordance  with  the  provisions  hereof.  Lessor  and  Lessee
acknowledge  that  the  Commencement Date is the date of Lessor's acquisition of
the  Leased  Property.

          (b)     Lessee  may  elect  to  extend this Lease and all of the Other
Leases  for  an  additional five-year term and, at the end of the first extended
term, may elect to extend this Lease for an additional five-year term (each such
extension, a "Renewal Term") by providing written Notice (a "Renewal Notice") to
Lessor  no  sooner than 30 months and no later than 6 months prior to the end of
the  Term  or Renewal Term, as applicable.  A Renewal Notice, if given, shall be
irrevocable,  but it shall not preclude Lessor from exercising any of its rights
to  terminate  this  Lease  in  accordance  with  the provisions hereof.  Lessee
acknowledges  that  Lessor  will rely on any Renewal Notice received from Lessee
and  not pursue opportunities to select another lessee for the Facility and will
be  materially  damaged  if  Lessee  fails subsequently to act as lessee for the
Renewal  Term  for  any  reason  other than Lessor's termination of the Lease in
accordance herewith.  No Renewal Notice may be given or shall be effective if an
Event  of  Default shall have occurred and, if curable hereunder, shall not have
been  cured.  The  terms of the Lease during a Renewal Term shall be the same as
the  terms  hereof.


                                        2
<PAGE>
     1.3. Initial  Transition.
          --------------------

          Simultaneously  with the execution of this Lease, Lessee shall acquire
for  fair market value from the contributor of the Leased Property to Lessor all
deposits,  prepaid  revenue  and  similar accounts, and Inventory existing at or
with  respect  to  the  Leased  Property  as  of  the  Commencement  Date.

                                    ARTICLE
                                    -------
                                       2

     2.1. Definitions.
          -----------

          For all purposes of this Lease, except as otherwise expressly provided
or  unless  the  context otherwise requires, (a) the terms defined in this Lease
have  the  meanings  assigned  to them in this Article and include the plural as
well as the singular, (b) all accounting terms not otherwise defined herein have
the  meanings  assigned  to  them in accordance with GAAP, (c) all references in
this  Lease  to  designated "Articles", "Sections" and other subdivisions are to
the  designated  Articles, Sections and other subdivisions of this Lease and (d)
the  words  "herein," "hereof" and "hereunder" and other words of similar import
refer  to  this  Lease  as a whole and not to any particular Article, Section or
other  subdivision:

     Additional  Charge(s):  As  defined  in  Section  3.3.
     ---------------------

     Affiliate: The term "Affiliate" of a Person shall mean (a) any Person that,
     ---------
directly  or indirectly, controls or is controlled by or is under common control
with  such  Person,  (b)  any  other Person that owns, beneficially, directly or
indirectly,  ten  percent  or  more  of the outstanding capital stock, shares or
equity  interests  of  such  Person,  or  (c)  any  officer, director, employee,
partner,  manager,  member  or trustee of such Person or any Person controlling,
controlled  by  or under common control with such Person (excluding trustees and
Persons serving in similar capacities who are not otherwise an Affiliate of such
Person).  For  the  purposes  of  this  definition,  "control"  (including  the
correlative  meanings  of  the  terms  "controlled by" and "under common control
with"),  as used with respect to any Person, shall mean the possession, directly
or  indirectly,  of the power to direct or cause the direction of the management
and  policies  of  such  Person,  through  the  ownership  of voting securities,
partnership  interests  or  other  equity  interests,  by contract or otherwise.

     Award:  As  defined  in  Section  15.1(c).
     -----

     Base  Rate:  The  prime  rate  (or  base  rate) reported in the Money Rates
     ----------
column or comparable section of The Wall Street Journal, Eastern Edition, as the
                                ----------------------------------------
rate  then  in  effect for corporate loans at large U.S. money center commercial
banks,  whether  or not such rate has actually been charged by any such bank. If
no  such rate is reported in The Wall Street Journal, Eastern Edition or if such
                             ----------------------------------------
rate  is  discontinued,  then  Base  Rate  shall  mean  such  other successor or
comparable  rate  as  Lessor  may  reasonably  designate.


                                        3
<PAGE>
     Base  Rent:  As  defined  in  Article  3.
     ----------

     Business Day:  Each Monday, Tuesday, Wednesday, Thursday and Friday that is
     ------------
not a day on which national banks in the Township of Upper Merion, Pennsylvania,
or  in  the  municipality  wherein  the  Leased  Property is located are closed.

     Capital  Expenditures:  Amounts  advanced  to  pay  the  costs  of  Capital
     ---------------------
Improvements.

     Capital  Expenditures  Allowance:  As  defined  in  Article  38.
     --------------------------------

     Capital Impositions:  Taxes, assessments or similar charges imposed upon or
     -------------------
levied  against  the  Leased  Property  for  the  costs  of public improvements,
including,  without  limitation,  roads,  sidewalks,  public  lighting fixtures,
utility  lines,  storm  sewers  drainage  facilities,  and similar improvements.

     Capital  Improvements:  Improvements to the Leased Property and replacement
     ---------------------
or refurbishing of Fixtures and of Furniture and Equipment, all as designated as
capital  improvements  by  and  determined  in  accordance  with  GAAP.

     CERCLA:  The  Comprehensive  Environmental  Response,  Compensation  and
     ------
Liability  Act  of  1980,  as  amended.

     Change  of  Control:  (i) The issuance or sale by the Lessee or the sale by
     -------------------
any partner of the Lessee of  a  Controlling  interest in Lessee; (ii) the sale,
conveyance  or  other  transfer of all or substantially all of the assets of the
Lessee  (whether  by  operation  of law or otherwise); (iii) any transaction, or
series  of  transactions,  pursuant  to  which  the  Lessee  is  merged  with or
consolidated  into another entity and either (A) the Lessee is not the surviving
entity  or  (B)  the Lessee is the surviving entity but the previous partners of
the  Lessee  do  not  maintain  a  Controlling  interest  in  the  Lessee.

     Code:  The  Internal  Revenue  Code  of  1986,  as  amended.
     ----

     Commencement  Date:  As  defined  in  Section  1.2.
     ------------------

     Company: Hersha Hospitality Trust, a Maryland real estate investment trust.
     -------

     Condemnation,  Condemnor:  As  defined  in  Section  15.1.
     ------------------------

     Consolidated  Financials:  For  any  fiscal year or other accounting period
     ------------------------
for (i) Lessee and (ii) Lessee and Lessee's Affiliates, if any, that lease hotel
properties  from  Lessor  or  its  Affiliates, a balance sheet and statements of
operations,  partners'  capital and cash flow (or, in the case of a corporation,
statements  of  operations, retained earnings and cash flow) for such period and
for  the  period  from the beginning of the respective fiscal year to the end of
such period and the related balance sheet as at the end of such period, together
with  the  notes  to  any  such  yearly  statement, all in such detail as may be


                                        4
<PAGE>
required  by  the SEC with respect to filings made by the Company or Lessor, and
setting  forth  in  comparative  form  the  corresponding  figures  for  the
corresponding  period  in  the preceding fiscal year, and prepared in accordance
with  GAAP and audited annually (and quarterly if required by the SEC) by a firm
of  independent  certified  public accountants selected by Lessor.  Consolidated
Financials  shall  be  prepared on the basis of a fiscal year ending on December
31.

     Control:  As applied to any Person, the possession, directly or indirectly,
     -------
of  the power to direct or cause the direction of the management and policies of
that  Person, whether through the ownership or voting securities, by contract or
otherwise.  The  terms  "Controlling" and "Controlled by" shall have correlative
meanings.

     Date  of  Taking:  As  defined  in  Section  15.1(b).
     ----------------

     Emergency  Expenditures:  Expenditures  required  to  take  necessary  or
     -----------------------
appropriate  actions  to  respond  to  Emergency  Situations.

     Emergency  Situations:  Fire,  any  other  casualty,  or  any other events,
     ---------------------
circumstances  or conditions which threaten the safety or physical well-being of
the  Facility's  guests  or  employees  or  which  involve  the risk of material
property  damage  or  material  loss  to  the  Facility.

     Environmental Authority:  Any department, agency or other body or component
     -----------------------
of any Government that exercises any form of jurisdiction or authority under any
Environmental  Law.

     Environmental  Authorization:  Any  license,  permit,  order,  approval,
     ----------------------------
consent,  notice,  registration,  filing  or  other  form  of  permission  or
authorization  required  under  any  Environmental  Law.

     Environmental  Laws:  All applicable federal, state, local and foreign laws
     -------------------
and  regulations  relating  to  pollution  of the environment (including without
limitation, ambient air, surface water, ground water, land surface or subsurface
strata),  including  without  limitation  laws  and  regulations  relating  to
emissions, discharges, Releases or threatened Releases of Hazardous Materials or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage,  disposal, transport or handling of Hazardous Materials.  Environmental
Laws  include  but  are  not  limited  to  CERCLA,  FIFRA,  RCRA, SARA and TSCA.

     Environmental  Liabilities:  Any and all actual or potential obligations to
     --------------------------
pay  the  amount  of  any judgment or settlement, the cost of complying with any
settlement, judgment or order for injunctive or other equitable relief, the cost
of  compliance or corrective action in response to any notice, demand or request
from  an  Environmental  Authority,  the amount of any civil penalty or criminal
fine,  and  any court costs and reasonable amounts for attorney's fees, fees for
witnesses and experts, and costs of investigation and preparation for defense of
any  claim  or  any  Proceeding,  regardless  of  whether  such  Proceeding  is
threatened,  pending  or completed, that may be or have been asserted against or
imposed  upon  Lessor,  Lessee,  any  Predecessor,  the  Leased  Property or any
property  used  therein  and  arising  out  of:


                                        5
<PAGE>
          (a)     the  failure to comply at any time with all Environmental Laws
applicable  to  the  Leased  Property;

          (b)     the  presence  of any Hazardous Materials on, in, under, at or
in  any  way  affecting  the  Leased  Property;

          (c)     a Release or threatened Release of any Hazardous Materials on,
in,  at,  under  or  in  any  way  affecting  the  Leased  Property;

          (d)     the  identification  of Lessee, Lessor or any Predecessor as a
potentially responsible party under CERCLA or under any other Environmental Law;

          (e)     the  presence  at  any  time  of  any  above-ground  and/or
underground storage tanks, as defined in RCRA or in any applicable Environmental
Law on, in, at or under the Leased Property or any adjacent site or facility; or

          (f)     any and all claims for injury or damage to persons or property
arising  out  of  exposure  to Hazardous Materials originating or located at the
Leased  Property, or resulting from operation thereof or any adjoining property.

     Event  of  Default:  As  defined  in  Section  16.1.
     ------------------

     Facility:  The  hotel  and/or  other  facility  offering  lodging and other
     --------
services  or  amenities  being operated or proposed to be operated on the Leased
Property.

     FIFRA:  The  Federal  Insecticide,  Fungicide,  and  Rodenticide  Act,  as
     -----
amended.

     First  Annual  Room  Revenues Break Point:  The amount of Room Revenues for
     -----------------------------------------
the  applicable Lease Year corresponding to such term as set forth on Exhibit C.
                                                                      ---------

     First  Tier  Room Revenue Percentage:  The percentage corresponding to such
     ------------------------------------
term  as  set  forth  on  Exhibit  C.
                          ----------

     Fixtures:  As  defined  in  Section  1.1.
     --------

     Franchise Agreement: The franchise agreement or license agreement with Best
     -------------------
Western  or  any  other  franchisor  under  which  the  Facility  is  operated.

     Furniture  and  Equipment:  The  terms "furniture and equipment" shall mean
     -------------------------
collectively  all  furniture,  furnishings,  wall  coverings, Fixtures and hotel
equipment  and  systems  located  at,  or used in connection with, the Facility,
together  with  all  replacements  therefor  and  additions  thereto, including,
without  limitation, (i) all equipment and systems required for the operation of
kitchens,  bars  and  restaurants, and laundry and dry cleaning facilities, (ii)
office  equipment (excluding any office equipment used by the Lessee for its own
operations,  rather  than hotel operations), (iii) dining room wagons, materials


                                        6
<PAGE>
handling  equipment,  and cleaning and engineering equipment, (iv) telephone and
computerized  accounting  systems, and (v) vehicles (excluding any vehicles used
by  the  Lessee  for  its  own  operations,  rather  than  hotel  operations).

     GAAP:  Generally  accepted  accounting  principles  as  are  at  the  time
     ----
applicable  and  otherwise  consistently  applied.

     Government:  The  United  States  of  America,  any  city,  county,  state,
     ----------
district  or  territory  thereof,  any  foreign nation, any city, county, state,
district,  department,  territory  or  other  political division thereof, or any
political  subdivision  of  any  of  the  foregoing.

     Gross  Revenues:  The  sum  of  Room  Revenues  and  Other  Revenues.
     ---------------

     Hazardous  Materials:  All  chemicals, pollutants, contaminants, wastes and
     --------------------
toxic  substances,  including  without  limitation:

          (a)     Solid  or  hazardous  waste,  as  defined  in  RCRA  or in any
Environmental  Law;

          (b)     Hazardous  substances,  as  defined  in  CERCLA  or  in  any
Environmental  Law;

          (c)     Toxic  substances,  as defined in TSCA or in any Environmental
Law;

          (d)     Insecticides, fungicides, or rodenticides, as defined in FIFRA
or  in  any  Environmental  Law;

          (e)     Gasoline  or  any  other  petroleum  product  or  byproduct,
polychlorinated  biphenols,  asbestos  and  urea  formaldehyde;

          (f)     Asbestos  or  asbestos  containing  materials;

          (g)     Urea  Formaldehyde  foam  insulation;  and

          (h)     Radon  gas.


     Holder:  Any  holder of a Mortgage, any purchaser of the Leased Property or
     ------
any  portion  thereof  at a foreclosure sale or any sale in lieu thereof, or any
designee  of  any  of  the  foregoing.

     Impositions:  Collectively,  all  taxes (including, without limitation, all
     -----------
ad  valorem,  sales  and  use,  occupancy,  single  business,  gross  receipts,
transaction  privilege,  rent  or  similar  taxes  as  the same relate to or are
imposed  upon  Lessee  or  Lessor or Lessee's business conducted upon the Leased
Property),  assessments  (including,  without  limitation,  all private property
association  assessments and all assessments for public improvements or benefit,
whether  or  not  commenced or completed prior to the date hereof and whether or
not  to be completed within the Term), ground rents, water, sewer or other rents
and  charges,  excises,  tax  inspection, authorization and similar fees and all


                                        7
<PAGE>
other governmental charges, in each case whether general or special, ordinary or
extraordinary,  or  foreseen or unforeseen, of every character in respect of the
Leased  Property  or  the  business  conducted  thereon by Lessee (including all
interest  and  penalties  thereon  caused  by any failure in payment by Lessee),
which  at  any  time  prior to, during or with respect to the Term hereof may be
assessed  or  imposed  on  or  with  respect  to  or be a lien upon (a) Lessor's
interest in the Leased Property, (b) the Leased Property, or any part thereof or
any  rent  therefrom or any estate, right, title or interest therein, or (c) any
occupancy, operation, use or possession of, or sales from, or activity conducted
on  or  in  connection  with  the  Leased Property, or the leasing or use of the
Leased  Property  or  any  part  thereof  by  Lessee.  Nothing contained in this
definition  of  Impositions  shall be construed to require Lessee to pay (1) any
tax  based on net income (whether denominated as a franchise or capital stock or
other  tax)  imposed  on  Lessor  or  any  other person, or (2) any net or gross
revenue  tax  of Lessor or any other person, or (3) any tax imposed with respect
to  the  sale, exchange or other disposition by Lessor of any Leased Property or
the  proceeds  thereof.

     Indemnified  Party:  Either  of  a  Lessee  Indemnified  Party  or a Lessor
     ------------------
Indemnified  Party.

     Indemnifying  Party:  Any party obligated to indemnify an Indemnified Party
     -------------------
pursuant  to  any  provision  of  this  Lease.

     Insurance Requirements:  All terms of any insurance policy required by this
     ----------------------
Lease  and  all  requirements  of  the  issuer  of  any  such  policy.

     Inventory:  All  "Inventories of Merchandise" and "Inventories of Supplies"
     ---------
as  defined in the Uniform System, including, but not limited to, linens, china,
silver,  glassware and other non-depreciable personal property, and any property
of  the  type  described  in  Section  1221(1)  of  the  Code.

     Land:  As  defined  in  Article  1.
     ----

     Lease:  This  Lease.
     -----

     Lease  Year:  Any 12-month period from January 1 through December 31 during
     -----------
the  Term,  or  any  shorter  period  at  the  beginning or the end of the Term.

     Leased  Improvements:  As  defined  in  Article  1.
     --------------------

     Leased  Property:  As  defined  in  Section  1.1.
     ----------------

     Legal  Requirements:  All  federal,  state,  county,  municipal  and  other
     -------------------
governmental  statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees and injunctions affecting either the Leased Property or the maintenance,
construction,  use,  operation  or  alteration  thereof  (whether  by  Lessee or
otherwise),  whether  or  not  hereafter enacted and in force, including (a) all
laws,  rules  or  regulations pertaining to the environment, occupational health
and  safety  and  public  health,  safety or welfare, and (b) any laws, rules or
regulations  that may (1) require repairs, modifications or alterations in or to


                                        8
<PAGE>
the  Leased  Property  or  (2) in any way adversely affect the use and enjoyment
thereof;  and  all permits, licenses and authorizations necessary or appropriate
to  operate  the Leased Property for its Primary Intended Use and all covenants,
agreements,  restrictions  and encumbrances contained in any instruments, either
of  record  or  known  to  Lessee  (other than encumbrances hereafter created by
Lessor without the consent of Lessee), at any time in force affecting the Leased
Property.

     Lessee:  The  Lessee  designated on this Lease and its permitted successors
     ------
and  assigns.

     Lessee  Indemnified  Party:  Lessee,  any  Affiliate  of  Lessee, any other
     --------------------------
Person against whom any claim for indemnification may be asserted hereunder as a
result  of  a  direct  or  indirect  ownership interest in Lessee, the officers,
directors,  stockholders,  partners,  members,  employees,  agents  and
representatives  of  any of the foregoing Persons and any corporate stockholder,
agent,  or  representative  of  any of the foregoing Persons, and the respective
heirs,  personal  representatives,  successors  and assigns of any such officer,
director,  partner,  member,  stockholder,  employee,  agent  or representative.

     Lessee's  Personal  Property:  As  defined  in  Section  6.2.
     ----------------------------

     Lessor:  The  Lessor designated on this Lease and its respective successors
     ------
and  assigns.

     Lessor  Indemnified  Party:  Lessor, any Affiliate of Lessor, including the
     --------------------------
Company,  any  other  Person  against  whom any claim for indemnification may be
asserted  hereunder  as  a  result of a direct or indirect ownership interest in
Lessor,  the  officers,  trustees,  directors,  stockholders, partners, members,
employees, agents and representatives of any of the foregoing Persons and of any
stockholder,  partner,  member, agent, or representative of any of the foregoing
Persons,  and  the  respective  heirs,  personal representatives, successors and
assigns  of  any  such officer, trustee, director, partner, member, stockholder,
employee,  agent  or  representative.

     Lessor's  Audit:  An  audit  by  Lessor's  independent  certified  public
     ---------------
accountants of the operation of the Leased Property during any Lease Year, which
audit  may,  at  Lessor's  election,  be  either  a complete audit of the Leased
Property's  operations  or an audit of Room Revenues realized from the operation
of  the  Leased  Property  during  such  Lease  Year.

     Management  Agreement:  As  defined  in  Section  21.3.
     ---------------------

     Manager:  As  defined  in  Section  21.3.
     -------

     Mortgage:  As  defined  in  Section  28.2.
     --------

     Notice:  A  notice  given  pursuant  to  Article  30.
     ------

     Officer's  Certificate:  A  certificate  of Lessee reasonably acceptable to
     ----------------------
Lessor, signed by the chief financial officer or another officer duly authorized
so  to  sign by Lessee or a general partner of Lessee, or any other person whose


                                        9
<PAGE>
power  and  authority to act has been authorized by delegation in writing by any
such  officer.

     Other  Leases:     The  leases  of  the  Other  Properties.
     -------------

     Other  Properties:     The  properties  described  on  Exhibit  B  attached
     -----------------                                      ----------
hereto.
     -

     Other  Revenues:  All  revenues,  receipts  and  income of any kind derived
     ---------------
directly  or  indirectly from or in connection with the Facility other than Room
Revenues.

     Other Revenue Percentage:  The percentage corresponding to such term as set
     ------------------------
forth  on  Exhibit  C.
           ----------

     Overdue  Rate:  On  any  date,  a  rate  equal to the Base Rate plus 5% per
     -------------
annum,  but  in  no  event  greater  than  the maximum rate then permitted under
applicable  law.

     Payment  Date:     Any due date for the payment of any installment of Rent.
     -------------

     Percentage  Rent:  As  defined  in  Article  3.
     ----------------

     Person:  The  term  "Person"  means and includes individuals, corporations,
     ------
general  and  limited partnerships, limited liability companies, stock companies
or  associations,  joint ventures, associations, companies, trusts, banks, trust
companies,  land  trusts,  business trusts, or other entities and any Government
and  agencies  and  political  subdivisions  thereof.

     Personal  Property  Taxes:  All  personal  property  taxes  imposed  on the
     -------------------------
furniture,  furnishings or other items of personal property located on, and used
in  connection  with, the operation of the Leased Improvements as a hotel (other
than  Inventory  and other personal property owned by the Lessee), together with
all  replacements,  modifications,  alterations  and  additions  thereto.

     Predecessor:  Any  Person whose liabilities arising under any Environmental
     -----------
Law  have  or  may have been retained or assumed by Lessor or Lessee pursuant to
the  provisions  of  this  Lease.

     Primary  Intended  Use:  As  defined  in  Section  7.2(b).
     ----------------------

     Proceeding:  Any  judicial  action,  suit  or  proceeding (whether civil or
     ----------
criminal),  any  administrative  proceeding  (whether  formal  or informal), any
investigation  by  a  governmental authority or entity (including a grand jury),
and  any  arbitration,  mediation  or  other  non-judicial  process  for dispute
resolution.

     RCRA:  The  Resource  Conservation  and  Recovery  Act,  as  amended.
     ----

     Real  Estate  Taxes:  All  real estate taxes, including general and special
     -------------------
assessments,  if  any,  which  are  imposed  upon  the Land and any improvements
thereon.


                                       10
<PAGE>
     Release:  A  "Release"  as  defined  in CERCLA or in any Environmental Law,
     -------
unless such Release has been properly authorized and permitted in writing by all
applicable  Environmental  Authorities  or  is allowed by such Environmental Law
without  authorizations  or  permits.

     Rent:  Collectively,  the  Base  Rent  or  Percentage  Rent, and Additional
     ----
Charges.

     Room  Revenues:  Gross  revenue  from the rental of guest rooms, whether to
     --------------
individuals,  groups  or  transients,  at  the  Facility, determined in a manner
consistent  with  the  Uniform  System  and  excluding  the  following:

          (a)     The  amount  of  all  credits,  bad  debt write-off rebates or
refunds  to  customers,  guests  or  patrons;  and

          (b)     All  sales  taxes  or any other taxes imposed on the rental of
such  guest  rooms;  and

          (c)     any  fees  collected  for amenities including, but not limited
to,  telephone,  laundry,  movies  or  concessions.

     SARA:  The  Superfund  Amendments  and  Reauthorization  Act  of  1986,  as
     ----
amended.

     SEC:  The  U.S. Securities and Exchange Commission or any successor agency.
     ---

     Second  Annual  Room  Revenues Break Point: The amount of Room Revenues for
     ------------------------------------------
the  applicable Lease Year corresponding to such term as set forth on Exhibit C.
                                                                      ----------

     Second  Tier Room Revenue Percentage:  The percentage corresponding to such
     ------------------------------------
term  as  set  forth  on  Exhibit  C.
                          ----------

     State:  The  State or Commonwealth of the United States in which the Leased
     -----
Property  is  located.

     Subsidiaries:  Corporations  or  other  entities  in  which  Lessee  owns,
     ------------
directly  or  indirectly,  50%  or  more  of  the  voting  rights or control, as
applicable  (individually,  a  "Subsidiary").

     Taking:  A permanent or temporary taking or voluntary conveyance during the
     ------
Term  hereof  of  all or part of the Leased Property, or any interest therein or
right  accruing  thereto  or use thereof, as the result of, or in settlement of,
any  Condemnation  or  other  eminent  domain  proceeding  affecting  the Leased
Property  whether  or  not  the  same  shall  have  actually  been  commenced.

     Term:  As  defined  in  Section  1.2.
     ----

     Termination  Fee:  As  defined  in  Section  36.1(c).
     ----------------


                                       11
<PAGE>
     Third  Tier  Room Revenue Percentage:  The percentage corresponding to such
     ------------------------------------
term  as  set  forth  on  Exhibit  C.
                          ----------

     TSCA:  The  Toxic  Substances  Control  Act,  as  amended.
     ----

     Unavoidable  Delay:  Delay  due  to  strikes,  lock-outs,  labor  unrest,
     ------------------
inability  to  procure  materials,  power  failure,  acts  of  God, governmental
restrictions,  enemy  action,  civil  commotion,  fire,  unavoidable  casualty,
condemnation  or other similar causes beyond the reasonable control of the party
responsible  for performing an obligation hereunder, provided that lack of funds
shall not be deemed a cause beyond the reasonable control of either party hereto
unless  such  lack  of  funds  is  caused  by  the  breach  of the other party's
obligation  to  perform  any  obligations  of such other party under this Lease.

     Uneconomic  for  its  Primary  Intended  Use:  A  state or condition of the
     --------------------------------------------
Facility  such  that in the reasonable judgment of Lessor the Facility cannot be
operated  on a commercially practicable basis for its Primary Intended Use, such
that  Lessor  intends  to,  and  shall,  cease  operation  of  the  Facility.

     Uniform  System:  Shall mean the Uniform System of Accounts for Hotels (9th
     ---------------
Revised  Edition,  1996) as published by the Hotel Association of New York City,
Inc.,  as  the same may hereafter be revised, and as the same is interpreted and
applied  by  the Lessor's independent certified public accountants in connection
with  any  audit.

     Unsuitable  for  its  Primary  Intended  Use:  A  state or condition of the
     --------------------------------------------
Facility  such that in the reasonable judgment of Lessor the Facility (i) cannot
function as an integrated hotel facility consistent with standards applicable to
a  well maintained and operated hotel comparable in quality and function to that
of  the  Facility  prior  to  the  damage  or loss and, (ii) notwithstanding the
application of insurance proceeds that may occur under Section 14.1, will remain
unsuitable  for  its  Primary  Intended  Use  for  a  period of 90 days or more.


                                    ARTICLE
                                    -------
                                       3

     3.1. Rent.
          -----

          Lessee  will  pay  to Lessor, by wire transfer, in lawful money of the
United  States  of America which shall be legal tender for the payment of public
and private debts, at Lessor's address set forth in Article 30 hereof or at such
other place or to such other Person as Lessor from time to time may designate in
a  Notice,  all  Initial  Fixed  Rent, Base Rent, Percentage Rent and Additional
Charges,  during  the  Term,  as  follows:

          (a)     The Rent payable from the Commencement Date until the calendar
quarter  ending December 31, 2001 shall equal the annual amount of Initial Fixed


                                       12
<PAGE>
Rent  set  forth  on  Exhibit  C and shall be payable quarterly in arrears on or
                      ----------
before  the  first  business  day  of the subsequent calendar quarter; provided,
however, that Initial Fixed Rent shall be prorated as to any Lease Year which is
less  than  four  calendar  quarters  and  as  to  any partial calendar quarter;

          (b)     The Rent payable in each calendar quarter from January 1, 2002
until  the  end  of  the  Lease  Term  shall  equal  the  greater  of  :

               (i)     the  annual  amount  of Base Rent set forth on Exhibit C,
                                                                      ----------
which  shall be payable quarterly in arrears on or before the first business day
of  the  subsequent calendar quarter; provided, however, that Base Rent shall be
prorated  as  to any Lease Year which is less than four calendar quarters and as
to  any  partial  calendar  quarter;  plus

                (ii)     an  amount  of  percentage  rent  ("Percentage  Rent"),
calculated  for  each calendar quarter, equal to the Period Revenues Computation
through  the  end  of such calendar quarter for the applicable Lease Year, which
amount  shall  be payable on or before the fifteenth (15th) day of the following
calendar  quarter.

          The  Period  Revenues  Computation shall be an amount equal to the sum
of,  for  the  applicable Lease Year, (i) an amount equal to the First Tier Room
Revenue  Percentage  of  all  Lease  Year  to  date Room Revenues up to (but not
exceeding)  the  First Annual Room Revenues Break Point, (ii) an amount equal to
the  Second Tier Room Revenue Percentage of all Lease Year to date Room Revenues
in  excess  of  the First Annual Room Revenues Break Point but not exceeding the
Second Annual Room Revenues Break Point, (iii) an amount equal to the Third Tier
Room Revenue Percentage of all Lease Year to date Room Revenues in excess of the
Second  Annual  Room Revenues Break Point, and (iv) an amount equal to the Other
Revenue  Percentage  of  all  Lease  Year  to  date  Other  Revenues.

          The  Initial Fixed Rent and the Base Rent shall accrue pro rata during
each calendar quarter of a Lease Year. However, the amount of Initial Fixed Rent
or Base Rent payable for the first three calendar quarters of a Lease Year shall
equal  the  annual  amount  of  Initial  Fixed Rent or Base Rent multiplied by a
fraction,  the  numerator  of which is the amount of the Lessee's budgeted Gross
Revenues for such calendar quarter and the denominator of which is the amount of
the  Lessee's budgeted Gross Revenues for such Lease Year. The amount of Initial
Fixed  Rent  or  Base Rent payable for the fourth calendar quarter of such Lease
Year  shall equal the annual amount of Initial Fixed Rent or Base Rent, less the
aggregate  amount of Initial Fixed Rent or Base Rent payments made by the Lessee
for  the  first  three  calendar  quarters of such Lease Year. There shall be no
reduction  in  Base  Rent  regardless  of  the  result  of  the  Period Revenues
Computation.

          If  the Term begins or ends in the middle of a calendar year, then the
number  of  calendar  quarters falling within the Term during such calendar year
shall  constitute  a  separate Lease Year.  In that event, the First Annual Room
Revenues  Break  Point  and the Second Annual Room Revenues Break Point shall be
multiplied by a fraction equal to (x) the number of calendar quarters (including
partial  calendar  quarters)  in  the  Lease  Year  divided  by  (y)  four.
                                                    -----------


                                       13
<PAGE>
          (c)     Officer's Certificates. An Officer's  Certificate  shall  be
                  -----------------------
delivered  to  Lessor  with  each  Percentage  Rent  payment  setting  forth the
calculation  of  the  Percentage  Rent  payment  for the most recently completed
calendar  quarter  of  each  Lease  Year  in the Term.  Percentage Rent shall be
subject  to  confirmation and adjustment, if applicable, as set forth in Section
3.2.

          The  obligation to pay Percentage Rent shall survive the expiration or
earlier  termination  of  the  Term,  and  a  final  reconciliation, taking into
account,  among  other  relevant  adjustments, any adjustments which are accrued
after  such  expiration or termination date but which related to Percentage Rent
accrued  prior  to  such  termination date, shall be made not later than 60 days
after  such  expiration  or  termination  date.

     3.2. Confirmation  of  Percentage  Rent.
          -----------------------------------

          Lessee  shall  utilize,  or cause to be utilized, an accounting system
for  the  Leased  Property in accordance with its usual and customary practices,
and  in accordance with GAAP and the Uniform System, that will accurately record
all  data  necessary to compute Percentage Rent, and Lessee shall retain, for at
least  five  years  after the expiration of each Lease Year, reasonably adequate
records  conforming  to  such  accounting  system  showing all data necessary to
conduct  Lessor's  Audit and to compute Percentage Rent for the applicable Lease
Years.  Lessor  shall  have  the right, for a period of two years following each
Lease  Year,  from time to time, by its accountants or representatives, to audit
such  information in connection with Lessor's Audit, and to examine all Lessee's
records  (including supporting data and sales and excise tax returns) reasonably
required  to  complete  Lessor's Audit and to verify Percentage Rent, subject to
any  prohibitions  or  limitations  on  disclosure  of any such data under Legal
Requirements.  If  any  Lessor's  Audit discloses a deficiency in the payment of
Percentage  Rent,  and either Lessee agrees with the result of Lessor's Audit or
the matter is otherwise determined or compromised, Lessee shall forthwith pay to
Lessor  the  amount of the deficiency, as finally agreed or determined, together
with  interest  at  the Overdue Rate from the date when said payment should have
been  made  to  the  date of payment thereof.  If any Lessor's Audit discloses a
deficiency  in  the determination or reporting of Room Revenue which, as finally
agreed  or  determined, exceeds 3%, Lessee shall pay the costs of the portion of
Lessor's  Audit  allocable  to  the determination of Room Revenues (the "Revenue
Audit").  Any  proprietary  information  obtained  by  Lessor  pursuant  to  the
provisions  of  this  Section shall be treated as confidential, except that such
information  may  be used, subject to appropriate confidentiality safeguards, in
any litigation or arbitration between the parties and except further that Lessor
may disclose such information to prospective lenders, investors and underwriters
and  to  any  other  persons  to  whom  disclosure  is  necessary to comply with
applicable  laws,  regulations  and government requirements.  The obligations of
Lessee  contained  in  this  Section  shall  survive  the  expiration or earlier
termination  of  this  Lease.  Any  dispute as to the existence or amount of any
deficiency  in  the  payment  of  Percentage Rent as disclosed by Lessor's Audit
shall,  if  not  otherwise  settled  by the parties, be submitted to arbitration
pursuant  to  the  provisions  of  Section  40.2.


                                       14
<PAGE>
     3.3. Additional  Charges.
          --------------------

          In addition to the Base Rent and Percentage Rent, (a) Lessee also will
pay  and  discharge  as and when due and payable all other amounts, liabilities,
obligations  and  Impositions  that  Lessee  assumes or agrees to pay under this
Lease,  and  (b) in the event of any failure on the part of Lessee to pay any of
those  items  referred  to  in  clause (a) of this Section 3.3, Lessee also will
promptly  pay  and  discharge every fine, penalty, interest and cost that may be
added  for  non-payment  or late payment of such items (the items referred to in
clauses  (a)  and  (b)  of  this Section 3.3 being additional rent hereunder and
being referred to herein collectively as the "Additional Charge(s)"), and Lessor
shall  have  all  legal,  equitable  and contractual rights, powers and remedies
provided  either  in  this  Lease  or  by  statute  or  otherwise in the case of
non-payment  of the Additional Charges as in the case of non-payment of the Base
Rent.  If  any  installment  of Base Rent, Percentage Rent or Additional Charges
(but  only  as  to those Additional Charges that are payable directly to Lessor)
shall  not  be  paid  on its due date, Lessee will pay Lessor within ten days of
demand,  as  Additional Charges, an amount equal to the interest computed at the
Overdue  Rate  on  the  amount  of  such  installment, from the due date of such
installment  to the date of payment thereof.  To the extent that Lessee pays any
Additional  Charges  to Lessor pursuant to any requirement of this Lease, Lessee
shall be relieved of its obligation to pay such Additional Charges to the entity
to  which  they would otherwise be due and Lessor shall pay the same from monies
received  from  Lessee.

     3.4. No  Set  Off.
          -------------

          Rent  shall  be  paid  to  Lessor  without  set  off,  deduction  or
counterclaim,  subject  to  Lessee's  right  to  assert  any  claim or mandatory
counterclaim  in  any  action  brought  by  either  party  under  this  Lease.

     3.5. Books  and  Records.
          --------------------

          Lessee shall keep full and adequate books of account and other records
reflecting  the results of operation of the Facility on an accrual basis, all in
accordance  with the Uniform System and GAAP and the obligations of Lessee under
this  Lease.  Lessee agrees that bad-debt expenses will be recorded in a manner,
which  is  consistent  with  the  past  practice  of the current operator of the
Facility  for  bad  debt  writeoffs.  The books of account and all other records
relating  to  or reflecting the operation of the Facility (whether maintained by
Lessee  or  Manager)  shall  be  kept  either at the Facility or at 148 Sheraton
Drive,  New Cumberland, Pennsylvania 17070, and shall be available to Lessor and
its representatives and its auditors or accountants, at all reasonable times for
examination,  audit,  inspection,  and  transcription.  All  of  such  books and
records  pertaining  to  the  Facility (whether maintained by Lessee or Manager)
including,  without limitation, books of account, guest records and front office
records,  at  all times shall be the property of Lessor and shall not be removed
from  the  Facility or Lessee's offices without Lessor's prior written approval.
Lessee shall be entitled to make copies of any or all such books and records for
its  own  files.  Lessee's  obligations  under  this  Section  3.5 shall survive
termination  of  this  Lease  for  any  reason.


                                       15
<PAGE>
     3.6. Changes  in  Operations.
          ------------------------

          Without  Lessor's  prior  written  consent,  which  shall  not  be
unreasonably  withheld,  Lessee  shall  not  (i)  provide  food  and/or beverage
operations  at the Facility if not presently provided, (ii) discontinue any food
and/or  beverage  operations  which  are  presently provided, or (iii) convert a
subtenant, licensee or concessionaire to an operating department of the Facility
or  vice-versa.

                                    ARTICLE
                                    -------
                                       4

     4.1. Payment  of  Impositions.
          ------------------------

          Lessor  shall  pay,  or  cause  to  be paid, all Real Estate Taxes and
Personal  Property Taxes.  Subject to Article 12 relating to permitted contests,
Lessee  will  pay,  or cause to be paid, all Impositions (other than Real Estate
Taxes  and  Personal  Property Taxes) before any fine, penalty, interest or cost
may  be added for nonpayment, such payments to be made directly to the taxing or
other  authorities where feasible, and will promptly furnish to Lessor copies of
official  receipts  or  other  satisfactory  proof  evidencing  such  payments.
Lessee's  obligation  to  pay  such Impositions shall be deemed absolutely fixed
upon  the  date  such  Impositions become a lien upon the Leased Property or any
part  thereof.  If  any  such  Imposition  may,  at  the option of the taxpayer,
lawfully  be  paid  in installments (whether or not interest shall accrue on the
unpaid  balance  of  such Imposition), Lessee may exercise the option to pay the
same  (and  any  accrued  interest  on the unpaid balance of such Imposition) in
installments and in such event, shall pay such installments (subject to Lessee's
right  of  contest  pursuant  to  the  provisions  of  Article  12)  as the same
respectively  become due and before any fine, penalty, premium, further interest
or  cost  may  be added thereto.  If an Imposition becomes fixed during the Term
hereof  and  the  Lessee  elects  to  pay  such  Imposition in installments that
continue  after  the  Term  hereof,  the  Lessee's  obligation  to  pay  such
installments  shall  survive  the  termination  of  this  Lease.  Lessor, at its
expense,  shall,  to the extent required or permitted by applicable law, prepare
and  file  all  tax  returns  in respect of Lessor's net income, gross receipts,
sales  and  use,  single  business,  transaction  privilege,  rent,  ad valorem,
franchise  taxes,  and  taxes  on its capital stock, and Lessee, at its expense,
shall,  to  the extent required or permitted by applicable laws and regulations,
prepare  and file all other tax returns and reports in respect of any Imposition
as  may  be required by governmental authorities.  Lessee shall submit copies of
Real  Estate  Taxes  and  Personal Property Tax invoices to Lessor promptly upon
Lessee's  receipt  of such invoices.  If any refund shall be due from any taxing
authority  in  respect  of any Imposition paid by Lessee, the same shall be paid
over  to  or  retained  by  Lessee  if  no  Event of Default shall have occurred
hereunder and be continuing.  If an Event of Default shall have been declared by
Lessor  and  be continuing, any such refund shall be paid over to or retained by
Lessor.  Any  such  funds retained by Lessor due to an Event of Default shall be
applied  as  provided  in  Article  16.  Any  refund  for  Real Estate Taxes and
Personal  Property Taxes shall be promptly remitted to Lessor. Lessor and Lessee
shall,  upon  request of the other, cooperate with the other party and otherwise
provide such data as is maintained by the party to whom the request is made with
respect  to  the  Leased  Property  as  may be necessary to prepare any required
returns  and  reports.  Lessor, to the extent it possesses the same, and Lessee,


                                       16
<PAGE>
to the extent it possesses the same, will provide the other party, upon request,
with cost and depreciation records necessary for filing returns for any property
classified as personal property.  Lessor may, upon notice to Lessee, at Lessor's
option  and  at  Lessor's sole expense, protest, appeal, or institute such other
proceedings (in its or Lessee's name) as Lessor may deem appropriate to effect a
reduction  of  real  estate  assessments,  and  Lessee,  at  Lessor's expense as
aforesaid,  shall  fully cooperate with Lessor in such protest, appeal, or other
action.  Lessor  hereby  agrees  to  indemnify, defend, and hold harmless Lessee
from and against any claims, obligations, and liabilities against or incurred by
Lessee in connection with such cooperation.  Lessor, however, reserves the right
to  effect  any such protest, appeal or other action and, upon notice to Lessee,
shall  control  any  such  activity,  which  shall then proceed at Lessor's sole
expense.  Upon  such  notice, Lessee, at Lessor's expense, shall cooperate fully
with such activities.  To the extent received by it, Lessee shall furnish Lessor
with  copies  of all assessment notices for Real Estate Taxes in sufficient time
for  Lessor  to  file  any protest with respect to such tax must be made and pay
such  taxes  without  penalty.

     4.2. Notice  of  Impositions.
          ------------------------

          Lessor  shall  give prompt Notice to Lessee of all Impositions payable
by  Lessee  hereunder  of  which Lessor at any time has knowledge, provided that
Lessor's  failure  to  give  any  such  Notice shall in no way diminish Lessee's
obligations  hereunder  to pay such Impositions, but if Lessee did not otherwise
have  knowledge  of  such  Imposition  sufficient to permit it to pay same, such
failure  shall  obviate any default hereunder for a reasonable time after Lessee
receives  Notice of any Imposition which it is obligated to pay during the first
taxing  period  applicable  thereto.

     4.3. Adjustment  of  Impositions.
          ----------------------------

          Impositions  payable  by  Lessee  which  are imposed in respect of the
tax-fiscal  period  during  which  the  Term  terminates  shall  be adjusted and
prorated  between  Lessor  and Lessee, whether or not such Imposition is imposed
before  or  after  such termination, and Lessee's obligation to pay its prorated
share  thereof  after  termination  shall  survive  such  termination.

     4.4. Utility  Charges.
          -----------------

          Lessee  will  be  solely  responsible  for  obtaining  and maintaining
utility  services  to  the  Leased Property and will pay or cause to be paid all
charges  for electricity, gas, oil, water, sewer and other utilities used in the
Leased  Property  during  the  Term.

                                    ARTICLE
                                    -------
                                       5

     5.1. No  Termination,  Abatement,  etc.
          ----------------------------------

          Except  as  otherwise  specifically provided in this Lease, Lessee, to
the extent permitted by law, shall remain bound by this Lease in accordance with
its  terms  and  shall  neither  take  any action without the written consent of


                                       17
<PAGE>
Lessor  to  modify, surrender or terminate the same, nor seek nor be entitled to
any  abatement, deduction, deferment or reduction of the Rent, or setoff against
the Rent, nor shall the obligations of Lessee be otherwise affected by reason of
(a) any damage to, or destruction of, any Leased Property or any portion thereof
from whatever cause or any Taking of the Leased Property or any portion thereof,
(b)  any  bankruptcy,  insolvency,  reorganization,  composition,  readjustment,
liquidation,  dissolution,  winding  up or other proceedings affecting Lessor or
any assignee or transferee of Lessor, or (c) for any other cause whether similar
or  dissimilar to any of the foregoing other than a discharge of Lessee from any
such  obligations  as  a  matter  of law.  Lessee hereby specifically waives all
rights,  arising  from  any default under this Lease by Lessor, which may now or
hereafter be conferred upon it by law to (1) modify, surrender or terminate this
Lease  or  quit  or surrender the Leased Property or any portion thereof, or (2)
entitle  Lessee  to  any abatement, reduction, suspension or deferment of or set
off  against  the  Rent  or  other  sums  payable by Lessee hereunder, except as
otherwise  specifically  provided  in  this  Lease.  The  obligations  of Lessee
hereunder  shall  be  separate  and independent covenants and agreements and the
Rent and all other sums payable by Lessee hereunder shall continue to be payable
in  all  events  unless  the  obligations  to  pay  the same shall be terminated
pursuant to the express provisions of this Lease or by termination of this Lease
other  than  by  reason  of  an  Event  of  Default.

                                    ARTICLE
                                    -------
                                       6

     6.1. Ownership  of  the  Leased  Property.
          -------------------------------------

          Lessee acknowledges that the Leased Property is the property of Lessor
and  that  Lessee  has  only  the  right to the possession and use of the Leased
Property  upon  the  terms  and  conditions  of  this  Lease.

     6.2. Lessee's  Personal  Property.
          -----------------------------

          At  commencement  of  the  Term, Lessee shall purchase for fair market
value  from  Lessor  or  the  Contributor  of  the Leased Property to Lessor all
Inventory  at  the  Leased Property.  At all times during the Term, Lessee shall
maintain  Inventory consistent with the amount of inventory which is customarily
maintained in a hotel of the type and character of the Facility and is otherwise
required to operate the Leased Property in the manner contemplated by this Lease
and  in compliance with the Franchise Agreement and all Legal Requirements.  All
Inventory  shall  be  the property of Lessee.  Lessee may (and shall as provided
hereinbelow), at its expense, install, affix or assemble or place on any parcels
of the Land or in any of the Leased Improvements, any items of personal property
(including  Inventory)  owned  by  Lessee  (collectively, the "Lessee's Personal
Property").  Lessee  may, subject to the following sentence of this Section 6.2,
remove any of Lessee's Personal Property at any time during the Term or upon the
expiration  or  any  prior  termination  of  the Term.  All of Lessee's Personal
Property  not  removed  by  Lessee  within  30  days following the expiration or
earlier  termination of the Term shall be considered abandoned by Lessee and may
be  appropriated,  sold,  destroyed  or  otherwise disposed of by Lessor without
first giving Notice thereof to Lessee, without any payment to Lessee and without


                                       18
<PAGE>
any  obligation  to  account therefor.  Lessee will, at its expense, restore the
Leased Property to the condition required by Section 9.1(d), including repair of
all  damage  to  the  Leased Property caused by the removal of Lessee's Personal
Property,  whether  effected  by  Lessee  or  Lessor.

     6.3. Lessor's  Lien.
          ---------------

          To the fullest extent permitted by applicable law, Lessor is granted a
lien  and security interest on all Lessee's Personal Property now or hereinafter
placed in or upon the Leased Property, and such lien and security interest shall
remain  attached to such Lessee's Personal Property until payment in full of all
Rent  and  satisfaction  of  all  of  Lessee's  obligations hereunder; provided,
however, Lessor shall subordinate its lien and security interest only to that of
any  non-Affiliate  of  Lessee which finances such Lessee's Personal Property or
any  non-Affiliate  conditional  seller  of such Lessee's Personal Property, the
terms  and  conditions of such subordination to be satisfactory to Lessor in the
exercise  of  reasonable  discretion.  Lessee shall, upon the request of Lessor,
execute  such  financing statements or other documents or instruments reasonably
requested  by  Lessor to perfect the lien and security interests herein granted.

                                    ARTICLE
                                    -------
                                       7

     7.1. Condition  of  the  Leased  Property.
          -------------------------------------

          Lessee  acknowledges  receipt and delivery of possession of the Leased
Property.  Lessee  has  examined and otherwise has knowledge of the condition of
the  Leased  Property and has found the same to be satisfactory for its purposes
hereunder.  Lessee  is  leasing  the Leased Property "as is", "with all faults",
and in its present condition.  Except as otherwise specifically provided herein,
Lessee  waives any claim or action against Lessor in respect of the condition of
the  Leased  Property.  LESSOR  MAKES  NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED,  IN  RESPECT  OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO
ITS  FITNESS  FOR  USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR
OTHERWISE,  AS  TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR
PATENT,  IT  BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE.  LESSEE
ACKNOWLEDGES  THAT  THE  LEASED  PROPERTY  HAS  BEEN  INSPECTED BY LESSEE AND IS
SATISFACTORY  TO  IT.  Lessee  shall  have  the  right  to  proceed  against any
predecessor in title for breaches of warranties or representations or for latent
defects in the Leased Property, and Lessor shall, if requested by Lessee, assign
any  such  right to Lessee (other than claims against Affiliates of Lessee).  If
either  party  determines  to  exercise  such right, the other party shall fully
cooperate  in  the  prosecution of any such claim, in Lessor's or Lessee's name,
all  at  the  cost  and  expense  of the prosecuting party, who hereby agrees to
indemnify, defend and hold harmless the other party from and against any claims,
obligations  and  liabilities  against  or  incurred  by  such  other  party  in
connection  with  such  cooperation, and who further agrees to apply all amounts
realized  from  the  prosecution  of such claim, less its expenses in connection
therewith,  to  remedy  such  breach  or  cure  such  defect.


                                       19
<PAGE>
     7.2. Use  of  the  Leased  Property.
          -------------------------------

          (a)     Lessee  covenants  that it will proceed with all due diligence
and  will  exercise  its  best  efforts  to obtain and to maintain all approvals
needed  to use and operate the Leased Property and the Facility under applicable
local,  state  and  federal  law.

          (b)     Lessee  shall use or cause to be used the Leased Property only
as  a  hotel facility, and for such other uses as may be necessary or incidental
to  such  use,  or  such other use as otherwise approved by Lessor (the "Primary
Intended Use").  Lessee shall not use the Leased Property or any portion thereof
for  any  other  use  without the prior written consent of Lessor.  No use other
than  the  Primary  Intended  Use  shall  be made or permitted to be made of the
Leased  Property, and no acts shall be done other than the Primary Intended Use,
which  will  cause  the  cancellation  or  increase the premium of any insurance
policy covering the Leased Property or any part thereof (unless another adequate
policy  satisfactory  to  Lessor  is  available  and  Lessee  pays  any  premium
increase),  nor shall Lessee sell or permit to be kept, used or sold in or about
the Leased Property any article which is prohibited by law or fire underwriter's
regulations.  Lessee shall comply with all of the requirements pertaining to the
Leased  Property  of  any  insurance board, association, organization or company
necessary  for  the  maintenance  of insurance, as herein provided, covering the
Leased  Property  and  Lessee's  Personal  Property,  which  compliance shall be
performed  at  Lessee's  sole  cost.

          (c)     Subject  to  the  provisions  of  Articles  14  and 15, Lessee
covenants  and agrees that during the Term it will either directly or through an
approved  Manager  (1)  operate  continuously  the  Leased  Property  as a hotel
facility,  (2) keep in full force and effect and comply in all material respects
with  all  the provisions of the Franchise Agreement, (3) not terminate or amend
in  any  respect  the  Franchise  Agreement  without  the consent of Lessor, (4)
maintain  appropriate  certifications  and  licenses  for  such use and (5) keep
Lessor  advised  of  the  status of any material litigation affecting the Leased
Property.

          (d)     Lessee shall not commit or suffer to be committed any waste on
the  Leased  Property,  or in the Facility, nor shall Lessee cause or permit any
nuisance  thereon.

          (e)     Lessee  shall neither suffer nor permit the Leased Property or
any  portion thereof, or Lessee's Personal Property, to be used in such a manner
as  (1)  might  reasonably tend to impair Lessor's (or Lessee's, as the case may
be) title thereto or to any portion thereof, or (2) may reasonably make possible
a claim or claims of adverse usage or adverse possession by the public, as such,
or  of  implied  dedication  of  the  Leased  Property  or  any portion thereof.

          (f)     Lessee shall comply with all of the Lessor's covenants, in any
loan  agreement  or other financing arrangement, applicable to this Lease or the
operation  of  the Leased Property.  Notwithstanding the foregoing, Lessee shall
not  be obligated to comply with Lessor's covenants in any loan agreements which
(A)  (i)  are  not  customary, (ii) are not otherwise contemplated by this Lease
Agreement  or  any  agreement  or  instrument  executed  by Lessee in connection
herewith for the benefit of Lessor, and (iii)(x) materially and adversely affect


                                       20
<PAGE>
the  operations  at  the  Facility  or (y) materially increase Lessee's costs of
doing  business  or decrease revenues, unless in cases where Subsection (iii)(y)
is  relied upon by Lessee the additional cost thereof is borne by Lessor, or (B)
obligate Lessee to guarantee repayment of any debt of Lessor, or (C) require any
indemnification  undertakings  other than customary undertakings with respect to
servicing  agents  or  similar  administrative  agents  which  administer escrow
accounts  into  which  Lessee  may deposit Rent payments as required by Lessor's
lenders  or  other  servicing  agents.  Lessor will provide Lessee with not less
than  15, and will attempt in good faith to provide not less than 30, days prior
written  notice  of  the  terms of such covenants, and if Lessee is relying upon
Subsection  (iii)(y),  Lessee  shall within five days of receipt of such notice,
notify  Lessor  in  writing  of  any anticipated material additional costs which
Lessee  may incur.  Lessor shall then notify Lessee in writing whether it agrees
to  pay or reimburse Lessee for the material additional cost thereof as incurred
by Lessee, and Lessee's receipt of such notice shall be a condition precedent to
Lessee's  obligation to comply with such covenants.  Lessor shall have the right
to  dispute  Lessee's  reliance  on Subsections (A)-(C) or Lessee's estimates of
additional costs pursuant to Subsection (A)(iii)(y), and either party may submit
any  such  disputes  to  arbitration  under  the  provisions  of  Section  40.2.


                                    ARTICLE
                                    -------
                                       8

     8.1. Compliance  with  Legal  and  Insurance  Requirements,  etc.
          ------------------------------------------------------------

          Subject  to  Section  8.2,  8.3(b)  below  and  Article 12 relating to
permitted  contests,  Lessee,  at its expense, will promptly (a) comply with all
applicable  Legal Requirements and Insurance Requirements in respect of the use,
operation,  maintenance,  repair and restoration of the Leased Property, and (b)
procure,  maintain  and  comply  with  all  appropriate  licenses  and  other
authorizations required for any use of the Leased Property and Lessee's Personal
Property  then  being made, and for the proper erection, installation, operation
and  maintenance  of  the  Leased  Property  or  any  part  thereof.

     8.2. Legal  Requirement  Covenants.
          ------------------------------

          (a)     Subject  to  Section 8.3(b) below, Lessee covenants and agrees
that  the  Leased  Property  and Lessee's Personal Property shall not be used by
anyone other than Lessor for any unlawful purpose, and that Lessee shall use all
commercially  reasonable  efforts  not to permit or suffer to exist any unlawful
use  of  the  Leased  Property by others.  Lessee shall acquire and maintain all
licenses,  certifications,  permits  and  other  authorizations  and  approvals
required  to operate the Leased Property in its customary manner for the Primary
Intended  Use,  and any other lawful use conducted on the Leased Property as may
be  permitted  from time to time hereunder.  Lessee further covenants and agrees
that  Lessee's  use  of  the  Leased  Property  and maintenance, alteration, and
operation  of the same, and all parts thereof, shall at all times conform to all
Legal  Requirements,  unless  the  same  are  finally  determined  by a court of
competent  jurisdiction  to  be  unlawful  (and  Lessee  shall  cause  all  its
sub-tenants,  invitees  or  others  to  so  comply with all Legal Requirements).


                                       21
<PAGE>
          (b)     As between Lessor and Lessee, Lessee is solely responsible for
all  liabilities  or  obligations  of  any kind with respect to employees at the
Leased  Property  during  the  Term.  Without  limiting  the  generality  of the
foregoing  sentence,  Lessee  is  solely responsible for any required compliance
with  the  Worker  Adjustment, Retraining and Notification Act of 1988 (WARN) or
any similar state law applicable to the Leased Property; any required compliance
with  the  Consolidated  Omnibus  Budget  Reconciliation Act of 1985, as amended
(COBRA);  and  all  alleged  and  actual  obligations and claims arising from or
relating  to  any  employment  agreement,  collective  bargaining  agreement  or
employee  benefit  plans, any grievances, arbitrations, or unfair labor practice
charges,  and  relating to compliance with any applicable state or federal labor
employment  law,  including  but  not  limited  to  all  laws  pertaining  to
discrimination,  workers'  compensation, unemployment compensation, occupational
safety  and health, unfair labor practices, family and medical leave, and wages,
hours  or  employee  benefits.  Lessee  agrees  to indemnify and defend and hold
harmless  Lessor  from  and  against any claims relating to any of the foregoing
matters.  Lessee  further  agrees  to  reimburse  Lessor for any and all losses,
damages,  costs,  expenses,  liabilities  and obligations of any kind, including
without  limitation  reasonable  attorney's  fees  and  other  legal  costs  and
expenses,  incurred  by  Lessor in connection with any of the foregoing matters.

     Notwithstanding  the  Lessee's  obligations under Section 8.1 to obtain and
maintain  all  permits and licenses required for the use of the Leased Property,
and  without limiting any obligations of Lessee hereunder, if (i) applicable law
requires  that the owner (rather than a lessee) of a hotel be the licensee under
the  required  liquor  license  for the Facility or (ii) the former owner of the
Facility is holding the liquor license and continuing to exercise management and
supervision  of  the  liquor  services  at  the Facility pending transfer of the
license  to  Lessor  or  Lessee,  the Lessee shall indemnify and hold the Lessor
harmless  from  any  liability, damages or claims (a) arising in connection with
liquor  operations  at  the  Facility during such period of time, except for the
Lessor's  gross  negligence  or willful misconduct or (b) made by or through the
former  owner  with  respect  to  liquor  operations  at  the  Facility.

     8.3. Environmental  Covenants.
          -------------------------

          Lessor  and Lessee (in addition to, and not in diminution of, Lessee's
covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as
follows:

          (a)     At  all  times hereafter  until  Lessee completely vacates the
Leased  Property  and  surrenders possession of the same to Lessor, Lessee shall
fully  comply  with all Environmental Laws applicable to the Leased Property and
the  operations thereon, except to the extent that such compliance would require
the  remediation  of Environmental Liabilities for which Lessee has no indemnity
obligations  under  Section  8.3(b). Lessee agrees to give Lessor prompt written
notice  of  (1)  all  Environmental  Liabilities; (2) all pending, threatened or
anticipated  Proceedings,  and all notices, demands, requests or investigations,
relating  to any Environmental Liability or relating to the issuance, revocation
or  change  in  any  Environmental  Authorization  required for operation of the
Leased  Property; and (3) all Releases at, on, in, under or in any way affecting
the  Leased  Property,  or  any  Release known by Lessee at, on, in or under any
property adjacent to the Leased Property; in each case as to which it has actual
knowledge.


                                       22
<PAGE>
          (b)     Lessee  hereby  agrees  to defend, indemnify and save harmless
any  and  all  Lessor  Indemnified  Parties  from  and  against  any  and  all
Environmental  Liabilities  except to the extent that the same (i) are caused by
the  intentionally wrongful acts or grossly negligent failures to act of Lessor,
or  (ii)  result  from  Releases  or  other  violations  of  Environmental  Laws
originating  on  adjacent  property  but  affecting  the  Leased  Property  (a
"Migration"),  provided  that such exclusions shall not apply to the extent that
the  Migration has been exacerbated by Lessee's act or negligent failure to act.

          (c)     Lessor  hereby  agrees  to defend, indemnify and save harmless
any  and  all  Lessee  Indemnified  Parties  from  and  against  any  and  all
Environmental  Liabilities  to  the  extent  that  the  same  were caused by the
intentionally  wrongful  acts  or  grossly  negligent failures to act of Lessor.

          (d)     If  any Proceeding is brought against any Indemnified Party in
respect  of  an  Environmental  Liability with respect to which such Indemnified
Party  may  claim  indemnification  under  either  Section  8.3(b)  or  (c), the
Indemnifying  Party,  upon  request, shall at its sole expense resist and defend
such  Proceeding,  or  cause  the  same  to  be resisted and defended by counsel
designated  by  the  Indemnifying  Party  and approved by the Indemnified Party,
which  approval shall not be unreasonably withheld; provided, however, that such
approval  shall  not be required in the case of defense by counsel designated by
any insurance company undertaking such defense pursuant to any applicable policy
of  insurance.  Each  Indemnified  Party shall have the right to employ separate
counsel  in  any  such Proceeding and to participate in the defense thereof, but
the  fees  and  expenses  of  such  counsel  will be at the sole expense of such
Indemnified  Party unless a conflict of interest prevents representation of such
Indemnified  Party  by  the  counsel selected by the Indemnifying Party and such
separate  counsel  has  been  approved by the Indemnifying Party, which approval
shall  not be unreasonably withheld.  The Indemnifying Party shall not be liable
for  any settlement of any such Proceeding made without its consent, which shall
not  be  unreasonably  withheld,  but  if  settled  with  the  consent  of  the
Indemnifying  Party,  or if settled without its consent (if its consent shall be
unreasonably  withheld),  or  if there be a final, nonappealable judgment for an
adversary  party  in any such Proceeding, the Indemnifying Party shall indemnify
and  hold  harmless  the  Indemnified  Parties  from and against any liabilities
incurred  by  such Indemnified Parties by reason of such settlement or judgment.

          (e)     At  any  time  any  Indemnified  Party  has  reason to believe
circumstances exist which could reasonably result in an Environmental Liability,
upon  reasonable  prior written notice to the Lessee and the Lessor stating such
Indemnified  Party's  basis for such belief, an Indemnified Party shall be given
immediate  access  to  the  Leased  Property (including, but not limited to, the
right  to  enter  upon,  investigate,  drill wells, take soil borings, excavate,
monitor,  test,  cap  and  use  available  land  for  the  testing  of  remedial
technologies),  Manager and Lessee's or Manager's employees, and to all relevant
documents  and  records  regarding  the  matter  as  to  which a responsibility,
liability  or  obligation is asserted or which is the subject of any Proceeding;
provided  that such access may be conditioned or restricted as may be reasonably
necessary  to  ensure  compliance  with  law  and  the  safety  of personnel and
facilities  or  to  protect  confidential  or  privileged  information.  All
Indemnified  Parties  requesting  such  immediate  access  and cooperation shall


                                       23
<PAGE>
endeavor  to coordinate such efforts to result in as minimal interruption of the
operation  of  the  Leased  Property  as  practicable.

          (f)     The  indemnification  rights  and  obligations provided for in
this  Article  8  shall  be  in  addition  to  any  indemnification  rights  and
obligations  provided for elsewhere in this Lease, provided that in the event of
a  conflict  between  the  provisions  of  this  Section 8.3 and Article 20, the
provisions  of  this  Section  8.3  shall  control.

          (g)     The  indemnification  rights  and  obligations provided for in
this  Article  8  shall  survive  the  termination  of  this  Lease.

          For  purposes  of  this  Section  8.3,  all  amounts  for  which  any
Indemnified  Party seeks indemnification shall be computed net of (a) any actual
income  tax  benefit  resulting  therefrom  to  such  Indemnified Party, (b) any
insurance  proceeds  received (net of tax effects) with respect thereto, and (c)
any  amounts  recovered  (net  of  tax  effects) from any third parties based on
claims  the  Indemnified  Party  has against such third parties which reduce the
damages  that  would  otherwise  be  sustained;  provided that in all cases, the
timing  of  the  receipt  or  realization  of  insurance  proceeds or income tax
benefits  or  recoveries  from  third  parties  shall  be  taken into account in
determining  the  amount of reduction of damages.  Each Indemnified Party agrees
to  use  its reasonable efforts to pursue, or assign to Lessee or Lessor, as the
case  may  be,  any  claims  or rights it may have against any third party which
would  materially  reduce  the  amount  of  damages  otherwise  incurred by such
Indemnified  Party.

                                    ARTICLE
                                    -------
                                        9

     9.1. Maintenance  and  Repair;  Capital  Expenditures.
          -------------------------------------------------

          (a)     Lessee will keep the Leased Property and all private roadways,
sidewalks  and  curbs  appurtenant  thereto  that  are  under  Lessee's control,
including  windows  and  plate glass, parking lots, HVAC, mechanical, electrical
and  plumbing  systems  and  equipment  (including  conduit  and  ductwork), and
non-load  bearing  interior walls, in good order and repair, except for ordinary
wear  and tear (whether or not the need for such repairs occurred as a result of
Lessee's  use, any prior use, the elements or the age of the Leased Property, or
any  portion  thereof  but  subject  to  the  obligation  to  make necessary and
appropriate  repairs  and replacements as provided in this Section 9.1(a)), and,
except  as  otherwise  provided  in  Article  14  or Article 15, with reasonable
promptness,  make  all  necessary  and  appropriate  repairs,  replacements  and
improvements  thereto  of  every  kind and nature, whether interior or exterior,
ordinary  or  extraordinary,  foreseen  or  unforeseen or arising by reason of a
condition  existing  prior  to  the  commencement  of  the  Term  of  this Lease
(concealed  or  otherwise),  or  required  by  any  governmental  agency  having
jurisdiction  over  the Leased Property.  Lessee, however, shall be permitted to
prosecute  claims  against  Lessor's  predecessors  in  title  for breach of any
representation  or  warranty or for any latent defects in the Leased Property to
be  maintained  by  Lessee  unless  Lessor is already diligently pursuing such a
claim.  All  repairs  shall,  to  the  extent reasonably achievable, be at least
equivalent  in  quality  to  the original work.  Lessee will not take or omit to


                                       24
<PAGE>
take  any  action,  the  taking or omission of which might materially impair the
value  or  the  usefulness  of  the  Leased Property or any part thereof for its
Primary Intended UseIf Lessee fails to make any required repairs or replacements
after  30  days  notice  from  Lessor,  or  after  such  longer period as may be
reasonably  required  provided that Lessee at all times diligently proceeds with
such  repair  or replacement, then Lessor shall have the right, but shall not be
obligated, to make such repairs or replacements on behalf of and for the account
of  Lessee.  In  such  event,  such  work shall be paid for in full by Lessee as
Additional  Charges.

          (b)     Subject to Lessor's obligation to make available to the Lessee
amounts  for  Capital  Expenditures  as set forth in Article 38, Lessee shall be
required  to  make  all  Capital  Expenditures  required  in connection with (i)
Emergency  Situations,  (ii)  Legal  Requirements,  (iii)  maintenance  of  the
Franchise  Agreement,  (iv)  the  performance by Lessee of its obligations under
this  Lease, and (v) other additions to the Leased Property as it may reasonably
deem  appropriate  and  that  are  permitted  hereunder during the Term.  Lessee
hereby  waives, to the extent permitted by law, the right to make repairs at the
expense  of Lessor pursuant to any law in effect at the time of the execution of
this  Lease  or  hereafter enacted.  Lessor shall have the right to give, record
and  post,  as  appropriate,  notices of non-responsibility under any mechanic's
lien  laws  now  or  hereafter  existing.

          (c)     Nothing  contained  in this Lease and no action or inaction by
Lessor  shall  be construed as (1) constituting the request of Lessor, expressed
or  implied, to any contractor, subcontractor, laborer, materialman or vendor to
or  for  the  performance  of  any  labor  or  services or the furnishing of any
materials  or  other property for the construction, alteration, addition, repair
or  demolition  of  or to the Leased Property or any part thereof, or (2) giving
Lessee  any right, power or permission to contract for or permit the performance
of any labor or services or the furnishing of any materials or other property in
such  fashion  as would permit the making of any claim against Lessor in respect
thereof or to make any agreement that may create, or in any way be the basis for
any  right, title, interest, lien, claim or other encumbrance upon the estate of
Lessor  in  the  Leased  Property,  or  any  portion  thereof.

          (d)     Lessee  will,  upon the expiration or prior termination of the
Term,  vacate  and  surrender  the Leased Property to Lessor in the condition in
which  the  Leased  Property  was  originally  received  from  Lessor, except as
repaired, rebuilt, restored, altered or added to as permitted or required by the
provisions  of  this Lease and except for ordinary wear and tear (subject to the
obligation of Lessee to maintain the Leased Property in good order and repair in
accordance  with  Section  9.1(a)  above, as would a prudent owner of comparable
property, during the entire Term) or damage by casualty or Condemnation (subject
to  the  obligation  of Lessee to restore or repair as set forth in this Lease.)


     9.2. Encroachments,  Restrictions,  Etc.
          -----------------------------------

          If  any  of  the Leased Improvements, at any time, materially encroach
upon  any  property,  street  or  right of way adjacent to a Leased Property, or
violate  the  agreements  or  conditions  contained  in  any  lawful restrictive
covenant or other agreement affecting a Leased Property, or any part thereof, or
impair  the  rights  of  others under any easement or right of way to which said


                                       25
<PAGE>
Leased  Property  is subject, then promptly upon the request of Lessor or at the
behest of any person affected by any such encroachment, violation or impairment,
Lessee  shall,  at its expense, subject to its right to contest the existence of
any  encroachment, violation or impairment and, in such case, in the event of an
adverse  final  determination,  either (a) obtain valid and effective waivers or
settlements  of  all  claims,  liabilities  and damages resulting from each such
encroachment,  violation  or impairment, whether the same shall affect Lessor or
Lessee  or (b) make such changes in the Leased Improvements, and take such other
actions,  as  Lessee in the good faith exercise of its judgment deems reasonably
practicable  to  remove  such  encroachment,  and  to  end  such  violation  or
impairment,  including,  if  necessary,  the  alteration  of  any  of the Leased
Improvements,  and  in  any  event  take all such actions as may be necessary in
order  to  be  able to continue the operation of the Leased Improvements for the
Primary  Intended  Use  substantially in the manner and to the extent the Leased
Improvements  were operated prior to the assertion of such violation, impairment
or  encroachment.  Any  such  alteration  shall  be  made in conformity with the
applicable  requirements of Article 10.  Lessee's obligations under this Section
9.2  shall  be  in  addition  to  and  shall in no way discharge or diminish any
obligation  of  any insurer under any policy of title or other insurance held by
Lessor.

                                    ARTICLE
                                    -------
                                      10

     10.1.  Alterations.
            ------------

          After  first obtaining the written approval of Lessor, which shall not
be  unreasonably  withheld, Lessee shall have the right, but not the obligation,
to  make  such  additions,  modifications or improvements to the Leased Property
from time to time as Lessee deems desirable for its permitted uses and purposes,
provided that such action will not alter the character or purposes of the Leased
Property  or detract from the value or operating efficiency thereof and will not
impair  the  revenue-producing  capability  of  the Leased Property or adversely
affect  the  ability  of the Lessee to comply with the provisions of this Lease.
All  such work shall be performed in a first class manner in accordance with all
applicable  governmental rules and regulations and after receipt of all required
permits and licenses.  The cost of such additions, modifications or improvements
to  the  Leased  Property  shall  be  paid  by  Lessee,  and all such additions,
modifications  and improvements shall, without payment by Lessor at any time, be
included  under  the  terms  of  this  Lease  and  upon  expiration  or  earlier
termination  of  this  Lease  shall  pass  to and become the property of Lessor.

     10.2.  Salvage.
            -------

          All  materials  which  are  scrapped or removed in connection with the
making  of  repairs required by Articles 9 or 10 shall be or become the property
of  Lessor  or  Lessee  depending  on which party is paying for or providing the
financing  for  such  work.


                                       26
<PAGE>
     10.3.  Lessor  Alterations.
            --------------------

          Lessor  shall  have  the  right,  but not the obligation, to make such
other  additions  to  the  Leased Property as it may reasonably deem appropriate
during  the  Term,  subject  to  the  Lessee's  approval  which  shall  not  be
unreasonably  withheld.  All  such work shall be done after reasonable notice to
and  coordination with Lessee, so as to minimize any disruptions or interference
with  the  operation  of  the  Facility.

                                    ARTICLE
                                    -------
                                      11

     11.1.  Liens.
            -----

          Subject to the provision of Article 12 relating to permitted contests,
Lessee  will  not  directly  or  indirectly  create  or allow to remain and will
promptly  discharge  at  its  expense  any  lien, encumbrance, attachment, title
retention  agreement or claim upon the Leased Property resulting from the action
or  inaction of Lessee, or any attachment, levy, claim or encumbrance in respect
of  the  Rent,  excluding,  however,  (a)  this  Lease, (b) the matters, if any,
included  as exceptions or insured against in the title policy insuring Lessor's
interest  in  the Leased Property,(c) restrictions, liens and other encumbrances
which  are  consented  to  in writing by Lessor, (d) liens for those taxes which
Lessee  is  not required to pay hereunder, (e) subleases permitted by Article 21
hereof,  (f) liens for Impositions or for sums resulting from noncompliance with
Legal  Requirements  so  long as (1) the same are not yet delinquent or (2) such
liens  are  in  the  process  of being contested as permitted by Article 12, (g)
liens  of  mechanics, laborers, suppliers or vendors for sums either disputed or
not yet due provided that any such liens for disputed sums are in the process of
being  contested  as permitted by Article 12 hereof, and (h) any liens which are
the  responsibility  of  Lessor pursuant to the provisions of Article 32 of this
Lease.

                                    ARTICLE
                                    -------
                                      12

     12.1.  Permitted  Contests.
            --------------------

          Lessee  shall  have the right to contest the amount or validity of any
Imposition  to  be  paid  by  Lessee  or  any  Legal  Requirement  or  any lien,
attachment,  levy,  encumbrance,  charge  or  claim  (any such Imposition, Legal
Requirement,  lien,  attachment,  levy,  encumbrance,  charge  or  claim  herein
referred  to  as "Claims") not otherwise permitted by Article 11, by appropriate
legal  proceedings  in  good faith and with due diligence (but this shall not be
deemed  or  construed in any way to relieve, modify or extend Lessee's covenants
to  pay or its covenants to cause to be paid any such charges at the time and in
the  manner as in this Article provided), on condition, however, that such legal
proceedings  shall  not operate to relieve Lessee from its obligations hereunder
and  shall  not  cause  the  sale  or risk the loss of any portion of the Leased
Property,  or any part thereof, or cause Lessor or Lessee to be in default under
any  mortgage,  deed  of trust, security deed or other agreement encumbering the
Leased  Property  or  any  interest therein.  Upon the request of Lessor, Lessee


                                       27
<PAGE>
shall  either  (a)  provide a bond or other assurance reasonably satisfactory to
Lessor  that  all  Claims  which  may  be  assessed  against the Leased Property
together with interest and penalties, if any, thereon and legal fees anticipated
to  be  incurred in connection therewith will be paid, or (b) deposit within the
time otherwise required for payment with a bank or trust company as trustee upon
terms  reasonably  satisfactory  to  Lessor, as security for the payment of such
Claims,  money  in  an amount sufficient to pay the same, together with interest
and  penalties  thereon  and legal fees anticipated to be incurred in connection
therewith,  as  to all Claims which may be assessed against or become a Claim on
the  Leased  Property,  or  any part thereof, in said legal proceedings.  Lessee
shall  furnish  Lessor and any lender of Lessor with reasonable evidence of such
deposit  within  five  days  of  the  same.  Lessor  agrees  to join in any such
proceedings  if  the  same  be required to legally prosecute such contest of the
validity  of  such  Claims;  provided, however, that Lessor shall not thereby be
subjected  to  any  liability  for  the  payment  of  any  costs  or expenses in
connection  with  any  proceedings  brought  by  Lessee; and Lessee covenants to
indemnify  and  save  harmless  Lessor  from any such costs or expenses.  Lessee
shall  be entitled to any refund of any Claims and such charges and penalties or
interest  thereon which have been paid by Lessee or paid by Lessor and for which
Lessor  has  been  fully  reimbursed.  In the event that Lessee fails to pay any
Claims  when  due  or  to  provide  the  security  therefor  as provided in this
paragraph  and to diligently prosecute any contest of the same, Lessor may, upon
ten  days  advance Notice to Lessee, pay such charges together with any interest
and  penalties and the same shall be repayable by Lessee to Lessor as Additional
Charges at the next Payment Date provided for in this Lease.  Provided, however,
that  should  Lessor  reasonably  determine that the giving of such Notice would
risk  loss  to  the Leased Property or cause damage to Lessor, then Lessor shall
only  give such Notice as is practical under the circumstances.  Lessor reserves
the  right  to  contest  any of the Claims at its expense not pursued by Lessee.
Lessor  and Lessee agree to cooperate in coordinating the contest of any Claims.

                                    ARTICLE
                                    -------
                                       13

     13.1.  General  Insurance  Requirements.
            ---------------------------------

          (a)     Coverages. During the Term of this  Lease, the Leased Property
                  ---------
shall  at all times be insured with the kinds and amounts of insurance described
below.  This  insurance  shall  be  written  by  companies  authorized  to issue
insurance  in  the  State.  The  policies  must name the Lessor as an additional
named  insured,  and  the  Manager  shall also be named as an additional insured
under  the  coverages  described  in  Sections 13.1(a) (iv) through (xi). Losses
shall  be  payable  to  Lessor  or  Lessee  as provided in this Lease.  Any loss
adjustment for coverages insuring both parties shall require the written consent
of  Lessor  and  Lessee,  each acting reasonably and in good faith.  Evidence of
insurance  shall be deposited with Lessor.  The policies on the Leased Property,
including  the  Leased  Improvements,  Fixtures  and Lessee's Personal Property,
shall  satisfy  the  requirements  of  the Franchise Agreement and of any ground
lease, mortgage, security agreement or other financing lien affecting the Leased
Property  and  at  a  minimum  shall  include:


                                       28
<PAGE>
               (i)     Building  insurance  on the "Special Form" (formerly "All
     Risk" form) (including earthquake and flood in reasonable amounts if and as
     determined  by  Lessor,  in  the  exercise of its reasonable discretion, or
     Lessor's  underwriters  or  lenders) in an amount not less than 100% of the
     then  full  replacement  cost  thereof (as defined in Section 13.2) or such
     other amount which is acceptable to Lessor, and personal property insurance
     on  the  "Special Form" in the full amount of the replacement cost thereof;

               (ii)     Insurance  for loss or damage (direct and indirect) from
     steam  boilers,  pressure  vessels  or  similar apparatus, air conditioning
     systems,  piping  and  machinery,  and sprinklers, if any, now or hereafter
     installed  in  the Facility, in the minimum amount of $5,000,000 or in such
     greater  amounts as are then customary or as may be reasonably requested by
     Lessor  from  time  to  time;

               (iii)     Loss  of income insurance on the "Special Form", in the
     amount  of  18  months  of  the sum of Initial Fixed Rent or Base Rent plus
     Percentage  Rent  (based  on  the  last  Lease Year of operation or, to the
     extent  the  Leased  Property  has not been operated for an entire 18-month
     Lease  Year,  based on prorated Percentage Rent) for the benefit of Lessor,
     and  business interruption insurance on the "Special Form" in the amount of
     18  months  of  gross  profit,  for  the  benefit  of  Lessee;

               (iv)     Commercial general liability insurance, with amounts not
     less  than  $1,000,000  combined  single  limit  for  each  occurrence  and
     $2,000,000 for the aggregate of all occurrences within each policy year, as
     well  as  excess  liability  (umbrella)  insurance  with limits of at least
     $25,000,000  per occurrence, covering each of the following: bodily injury,
     death,  or  property  damage  liability  per  occurrence,  personal  and
     advertising  injury,  general aggregate, products and completed operations,
     with  respect  to  Lessor, and "all risk legal liability" (including liquor
     law  or  "dram shop" liability, if liquor or alcoholic beverages are served
     on  the  Leased  Property)  with  respect  to  Lessor  and  Lessee;

               (v)     Fidelity  bonds or blanket crime policies with limits and
     deductibles  as  may  be reasonably determined by Lessor, covering Lessee's
     and/or  Manager's  employees  in  job classifications normally bonded under
     prudent  hotel  management  practices  in  the  United  States or otherwise
     required  by  law;

               (vi)     Workers'  compensation insurance to the extent necessary
     to  protect  Lessor, Lessee and the Leased Property against Lessee's and/or
     Manager's  workman's  compensation  claims  to  the  extent  required  by
     applicable  state  laws;

               (vii)     Comprehensive  form  vehicle  liability  insurance  for
     owned,  non-owned,  and  hired  vehicles,  in  the  amount  of  $1,000,000;

               (viii)     Garagekeeper's legal liability insurance covering both
     comprehensive  and  collision-type  losses  with  a  limit  of liability of
     $3,000,000  for  any  one  occurrence,  of  which  coverage  in  excess  of
     $1,000,000  may  be  provided  by  way  of  an  excess  liability  policy;


                                       29
<PAGE>
               (ix)     Innkeeper's  legal liability insurance covering property
     of  guests  while  on  the  Leased  Property  for  which  Lessor is legally
     responsible  with  a limit of not less than $2,000 per guest and $50,000 in
     any  one  occurrence  or  $25,000  annual  aggregate;

               (x)     Safe  deposit  box  legal  liability  insurance  covering
     property  of  guests while in a safe deposit box on the Leased Property for
     which  Lessor  is legally responsible with a limit of not less than $50,000
     in  any  one  occurrence;  and

               (xi)     Insurance  covering  such  other  hazards (such as plate
     glass  or other common risks) and in such amounts as may be (A) required by
     a  Holder,  or  (B)  customary for comparable properties in the area of the
     Leased  Property and is available from insurance companies, insurance pools
     or  other  appropriate  companies authorized to do business in the State at
     rates  which  are economically practicable in relation to the risks covered
     as  may  be  reasonably  determined  by  Lessor.

          (b)     Responsibility  for  Insurance.  Lessor  shall  obtain  the
                  ------------------------------
insurance and pay the premiums for the coverages described in Section 13.1(a)(i)
-  (iii) above (excluding the business interruption insurance for the benefit of
the  Lessee in Section 13.1(a)(iii)).  Lessee shall obtain the insurance and pay
the  premiums  for  the coverages described in Section 13.1(a)(iii) - (xi) above
(excluding the loss of income insurance for the benefit of the Lessor in Section
13.1(a)(iii)).  The Lessee shall also be responsible for any and all deductibles
in  connection  with  such  coverages.  In  the  event  that  Lessor  can obtain
comparable  insurance  coverage required to be carried by Lessee from comparable
insurers  and  at a cost significantly less than that at which Lessee can obtain
such coverage, the parties shall cooperate in good faith to obtain such coverage
at  the  lower  cost  and  the  Lessee  shall  pay  the  premiums  therefor.

     13.2.  Replacement  Cost.
            ------------------

          The  term "full replacement cost" as used herein shall mean the actual
replacement  cost of the Leased Property requiring replacement from time to time
including  an  increased cost of construction endorsement, if available, and the
cost  of  debris  removal.  In  the  event  either  party  believes  that  full
replacement  cost  has  increased  or  decreased at any time during the Term, it
shall  have  the  right  to  have  such  full  replacement  cost  redetermined.

     13.3.  (Intentionally  omitted)
            ------------------------

     13.4.  Waiver  of  Subrogation.
            ------------------------

          All insurance policies covering the Leased Property, the Fixtures, the
Facility or Lessee's Personal Property, including, without limitation, contents,
fire  and  casualty insurance, shall expressly waive any right of subrogation on
the  part  of  the  insurer  against the other party.  Each party agrees to seek
recovery  from  any  applicable  insurance  coverage  prior  to seeking recovery
against  the  other  party.


                                       30
<PAGE>
     13.5.  Form  Satisfactory,  etc.
            -------------------------

          All  of  the policies of insurance referred to in this Article 13 that
are  the  responsibility  of  the  Lessee  shall  be  written  in  a  form, with
deductibles  and by insurance companies satisfactory to Lessor and shall satisfy
the  requirements  of  any  ground  lease, mortgage, security agreement or other
financing  lien  on  the  Leased  Property  and of the Franchise Agreement.  The
Lessee  shall  pay  all  of  the  premiums  therefor, and deliver copies of such
policies  or  certificates  thereof  to the Lessor prior to their effective date
(and, with respect to any renewal policy, 30 days prior to the expiration of the
existing policy), and in the event of the failure of the Lessee either to effect
such  insurance  as  herein  called  for  or to pay the premiums therefor, or to
deliver  such  policies  or  certificates  thereof  to  the  Lessor at the times
required,  the  Lessor shall be entitled, but shall have no obligation, after 10
days'  Notice  to  Lessee  (or  after  less  than 10 days' Notice if required to
prevent the expiration of any existing policy), to effect such insurance and pay
the premiums therefor, and to be reimbursed by Lessee for any such premiums upon
written demand therefor.  Each insurer mentioned in this Article 13 shall agree,
by  endorsement  to  the  policy  or  policies  issued  by it, or by independent
instrument  furnished to the Lessor that it will give to Lessor 30 days' written
notice  before  the  policy or policies in question shall be materially altered,
allowed  to  expire  or  canceled.

     13.6.  Increase  in  Limits.
            ---------------------

          If  either  Lessor  or  Lessee  at  any  time  deems the limits of the
personal  injury  or  property  damage  under the comprehensive public liability
insurance then carried to be either excessive or insufficient, Lessor and Lessee
shall  endeavor  in  good faith to agree on the proper and reasonable limits for
such insurance to be carried and such insurance shall thereafter be carried with
the  limits  thus  agreed  on until further change pursuant to the provisions of
this  Section.  If the parties fail to agree on such limits, the matter shall be
referred  to  arbitration  as  provided  for  in  Section  40.2.

     13.7.  Blanket  Policy.
            ----------------

          Notwithstanding anything to the contrary contained in this Article 13,
Lessee  may  bring  the  insurance  provided for herein within the coverage of a
so-called  blanket  policy  or  policies  of insurance carried and maintained by
Lessee;  provided, however, that the coverage afforded to Lessor and Lessee will
not  be  reduced  or  diminished or otherwise be different from that which would
exist  under  a  separate policy meeting all other requirements of this Lease by
reason of the use of such blanket policy of insurance, and provided further that
the  requirements  of  this  Article  13  are  otherwise  satisfied.

     13.8.  Separate  Insurance.
            -------------------

          Neither  Lessor  nor Lessee shall on its own initiative or pursuant to
the  request  or  requirement  of  any  third party, take out separate insurance
concurrent  in  form  or contributing in the event of loss with that required in
this  Article  to  be  furnished,  or  increase  the amount of any then existing


                                       31
<PAGE>
insurance  by  securing  an additional policy or additional policies, unless all
parties  having  an  insurable  interest in the subject matter of the insurance,
including  in all cases Lessor, are included therein as additional insureds, and
the  loss is payable under such additional separate insurance in the same manner
as losses are payable under this Lease.  Each party shall immediately notify the
other  party  that  it  has  obtained  any  such  separate  insurance  or of the
increasing  of  any  of  the  amounts  of  the  then  existing  insurance.

     13.9.  Reports  On  Insurance  Claims.
            -------------------------------

          Lessee  shall  promptly  investigate  and  make  a complete and timely
written  report  to  the  appropriate insurance company as to all accidents, all
claims  for  damage relating to the ownership, operation, and maintenance of the
Facility,  and  any damage or destruction to the Facility and the estimated cost
of  repair  thereof  and  shall  prepare  any  and  all  reports required by any
insurance  company  in  connection  therewith.  All such reports shall be timely
filed  with  the  insurance company as required under the terms of the insurance
policy  involved,  and  a copy of all such reports shall be furnished to Lessor.
Lessee  shall  be authorized to adjust, settle or compromise any insurable loss,
or  to execute proofs of such losses, in the aggregate, of $10,000 or less, with
respect  to  any  single  casualty  or  other  event.


                                     ARTICLE
                                     -------
                                       14

     14.1.  Insurance  Proceeds.
            --------------------

          Subject  to  the  provision  of  Section  13.9,  all  proceeds  of the
insurance contemplated by Sections 13.1(a) (i) and (ii) payable by reason of any
loss or damage to the Leased Property, or any portion thereof, and insured under
any  policy  of  insurance required by Article 13 of this Lease shall be paid to
Lessor  and  held in trust in an interest bearing account and made available, if
applicable,  for  reconstruction or repair, as the case may be, of any damage to
or  destruction  of  the  Leased  Property  or  any  portion  thereof,  and,  if
applicable,  shall  be  paid  out by Lessor from time to time for the reasonable
costs of such reconstruction or repair upon satisfaction of reasonable terms and
conditions  specified  by  Lessor.  Any  excess  proceeds of insurance remaining
after the completion of the restoration or reconstruction of the Leased Property
shall  be paid to Lessor.  If neither Lessor nor Lessee is required or elects to
repair  and  restore,  and the Lease is terminated as described in Section 14.2,
all  such  insurance  proceeds shall be retained by Lessor except for any amount
thereof  paid with respect to Lessee's Personal Property.  All salvage resulting
from  any risk covered by insurance shall belong to Lessor, except to the extent
of  salvage  relating  to  Lessee's  Personal  Property.

     14.2.  Reconstruction  in  the  Event  of  Damage or Destruction Covered by
            --------------------------------------------------------------------
          Insurance.
          ----------

          (a)     If during the Term the Leased Property is totally or partially
destroyed  by  a  risk  covered by the insurance described in Article 13 and the
Facility  thereby is rendered Unsuitable for its Primary Intended Use, the Lease
shall  terminate  as  of  the date of the casualty and neither Lessor nor Lessee
shall have any further liability hereunder except for any liabilities which have


                                       32
<PAGE>
arisen  prior to or which survive such termination, and Lessor shall be entitled
to retain all insurance proceeds except for any amount thereof paid with respect
to  Lessee's  Personal  Property.

          (b)     If  during the Term the Leased Property is partially destroyed
by  a risk covered by the insurance described in Article 13, but the Facility is
not  thereby rendered Unsuitable for its Primary Intended Use, Lessor or, at the
election  of Lessor, Lessee shall restore the Facility to substantially the same
condition  as existed immediately before the damage or destruction and otherwise
in accordance with the terms of the Lease.  Such damage or destruction shall not
terminate  this  Lease.  If Lessee restores the Facility, the insurance proceeds
shall  be  paid out by Lessor from time to time for the reasonable costs of such
restoration  upon  satisfaction of terms and conditions specified by Lessor, and
any  excess  proceeds  remaining  after such restoration shall be paid to Lessor
except  for  any amount thereof paid with respect to Lessee's Personal Property.

          (c)     If the cost of the repair or restoration exceeds the amount of
proceeds received by Lessor from the insurance required under Article 13, Lessor
shall  agree  to  contribute  any  excess amounts needed to restore the Facility
prior  to requiring Lessee to commence such work.  Such difference shall be made
available by Lessor, together with any other insurance proceeds, for application
to  the  cost  of  repair  and  restoration in accordance with the provisions of
Section  14.2(b).

     14.3.  Reconstruction  in the Event of Damage or Destruction Not Covered by
            --------------------------------------------------------------------
            Insurance or When Holder  Will  Not  Release  Insurance  Proceeds.
            ------------------------------------------------------------------

          If  during  the  Term the Facility is totally or materially damaged or
destroyed  by  a  risk not covered by the insurance described in Article 13, or,
notwithstanding  the  provisions of Section 14.2(b), if the Holder will not make
the  proceeds  of  such  insurance  available  to  Lessor for restoration of the
Facility,  whether or not in either event such damage or destruction renders the
Facility  Unsuitable  for its Primary Intended Use, Lessor, at its option, shall
either,  (a)  at  Lessor's  sole  cost  and  expense,  restore  the  Facility to
substantially  the  same  condition  it was in immediately before such damage or
destruction  and  such  damage or destruction shall not terminate this Lease, or
(b)  terminate  the  Lease  and neither Lessor nor Lessee shall have any further
liability  thereunder  except  for any liabilities which have arisen or occurred
prior  to such termination and those which expressly survive termination of this
Lease.  If  such  damage  or  destruction  is  determined  by  Lessor  not to be
material, Lessor may, at Lessor's sole cost and expense, restore the Facility to
substantially  the  same  condition  as existed immediately before the damage or
destruction  and  otherwise  in accordance with the terms of the Lease, and such
damage  or  destruction  shall  not  terminate  the  Lease.

     14.4.  Lessee's  Property  and  Business  Interruption  Insurance.
            -----------------------------------------------------------

          All  insurance  proceeds payable by reason of any loss of or damage to
any  of  Lessee's  Personal  Property  and  the  business interruption insurance


                                       33
<PAGE>
maintained for the benefit of Lessee shall be paid to Lessee; provided, however,
no  such  payments  shall  diminish  or  reduce the insurance payments otherwise
payable  to  or  for  the  benefit  of  Lessor  hereunder.

     14.5.     Abatement  of  Rent.

          Any  damage  or  destruction  due  to  casualty  notwithstanding,  and
provided the Lease has not otherwise been terminated, this Lease shall remain in
full force and effect and Lessee's obligation to pay Rent required by this Lease
shall  remain  unabated  by any damage or destruction which does not result in a
reduction  of  Gross  Revenues.  If  and  to  the  extent  that  any  damage  or
destruction  results  in  a reduction of Gross Revenues which would otherwise be
realizable  from  the  operation  of the Facility, then Lessor shall receive all
loss  of  income  insurance  and  Lessee shall have no obligation to pay Rent in
excess  of the amount of Percentage Rent, if any, realizable from Gross Revenues
generated  by  the operation of the Leased Property during the existence of such
damage  or  destruction.

                                     ARTICLE
                                     -------
                                       15

     15.1.  Definition.
            -----------

          (a)     "Condemnation"  means a Taking resulting from (1) the exercise
of  any  governmental  power,  whether  by  legal proceedings or otherwise, by a
Condemnor,  and  (2)  a  voluntary  sale or transfer by Lessor to any Condemnor,
either  under threat of condemnation or while legal proceedings for condemnation
are  pending.

          (b)     "Date of Taking" means the date the Condemnor has the right to
possession  of  the  property  being  condemned.

          (c)     "Award"  means  all  compensation,  sums  or anything of value
awarded,  paid  or  received  on  a  total  or  partial  Condemnation.

          (d)     "Condemnor"  means  any  public  or quasi-public authority, or
private  corporation  or  individual,  having  the  power  of  Condemnation.

     15.2.  Parties'  Rights  and  Obligations.
            -----------------------------------

          If during the Term there is any Condemnation of all or any part of the
Leased  Property  or  any  interest in this Lease, the rights and obligations of
Lessor  and  Lessee  shall  be  determined  by  this  Article  15.

     15.3.  Total  Taking.
            --------------

          If  title  to the fee of the whole of the Leased Property is condemned
by  any Condemnor, this Lease shall cease and terminate as of the Date of Taking
by  the  Condemnor.  If  title  to  the fee of less than the whole of the Leased
Property  is  so  taken  or  condemned,  which  nevertheless  renders the Leased


                                       34
<PAGE>
Property  Unsuitable  for its Primary Intended Use or Uneconomic for its Primary
Intended  Use,  then either Lessee or Lessor shall have the option, by notice to
the  other,  at any time prior to the Date of Taking, to terminate this Lease as
of  the  Date  of  Taking.  Upon  such date, if such Notice has been given, this
Lease  shall  thereupon cease and terminate.  All Base Rent, Percentage Rent and
Additional  Charges  paid or payable by Lessee hereunder shall be apportioned as
of  the  Date  of  Taking,  and  Lessee  shall promptly pay Lessor such amounts.

     15.4.  Allocation  of  Award.
            ----------------------

          The  total  Award made with respect to the Leased Property or for loss
of  rent,  or for Lessor's loss of business beyond the Term, shall be solely the
property of and payable to Lessor.  Any Award made for loss of Lessee's business
during the remaining Term, if any, for the taking of Lessee's Personal Property,
or  for  removal and relocation expenses of Lessee in any such proceedings shall
be  the sole property of and payable to Lessee.  In any Condemnation proceedings
Lessor  and  Lessee  shall  each  seek  its Award in conformity herewith, at its
respective expense; provided, however, neither Lessor nor Lessee shall initiate,
prosecute or acquiesce in any proceedings that may result in a diminution of any
Award  payable  to  the  other.

     15.5.  Partial  Taking.
            ----------------

          (a)  If  title  to  less  than  the  whole  of  the Leased Property is
condemned,  and  the Leased Property is not Unsuitable  for its Primary Intended
Use  or  Uneconomic  for  its Primary Intended Use, or if Lessor is entitled but
elects  not to terminate this Lease as provided in Section 15.3, then Lessor or,
at  Lessor's  election,  Lessee  shall,  with all reasonable dispatch and to the
extent  that  the  Holder  permits the application of the Award therefor and the
Award  is  sufficient  therefor,  restore  the  untaken  portion  of  any Leased
Improvements  so  that  such  Leased  Improvements  constitute  a  complete
architectural unit of the same general character and condition (as nearly as may
be  possible  under  the  circumstances)  as  the  Leased  Improvements existing
immediately  prior to the Condemnation.  Lessor and Lessee shall each contribute
to the cost of restoration that part of its Award specifically allocated to such
restoration,  if  any, together with severance and other damages awarded for the
taken  Leased  Improvements;  provided,  however,  that  the  amount  of  such
contribution  shall  not  exceed  such  cost.

        (b)  In  the  event of a partial Taking as described in Section 15.5(a),
which  does  not  result in a termination of this Lease by Lessor, the Base Rent
shall be abated in the manner and to the extent that is fair, just and equitable
to  both  Lessee  and  Lessor,  taking  into consideration, among other relevant
factors,  the  number  of  usable  rooms,  the  amount of square footage, or the
revenues  affected  by  such partial Taking.  If Lessor and Lessee are unable to
agree  upon  the  amount  of  such  abatement  within 30 days after such partial
Taking,  the matter shall be submitted to Arbitration as provided for in Section
40.2  hereof.


                                       35
<PAGE>
     15.6.  Temporary  Taking.
            ------------------

          If  the  whole  or  any  part  of  the  Leased Property or of Lessee's
interest under this Lease is condemned by any Condemnor for its temporary use or
occupancy,  this  Lease  shall not terminate by reason thereof, and Lessee shall
continue  to  pay,  in  the  manner  and at the times herein specified, the full
amounts of Base Rent and Additional Charges, but only to the extent of the Award
made to Lessee for such Condemnation allocable to the Term.  In addition, to the
extent of the remaining balance, if any, of the Award made for such Condemnation
allocable  to  the  Term  (after  payment  of Base Rent and Additional Charges),
Lessee  shall pay Percentage Rent at a rate equal to the average Percentage Rent
during  the  last three preceding full Lease Years (or if three full Lease Years
shall  not  have  elapsed,  the  average during the preceding full Lease Years).
Except only to the extent that Lessee may be prevented from so doing pursuant to
the  terms  of  the order of the Condemnor, Lessee shall continue to perform and
observe  all of the other terms, covenants, conditions and obligations hereof on
the part of the Lessee to be performed and observed, as though such Condemnation
had  not  occurred.  In  the  event  of any Condemnation as in this Section 15.6
described,  the  entire amount of any Award made for such Condemnation allocable
to  the  Term  of this Lease, whether paid by way of damages, rent or otherwise,
shall be paid to Lessee.  Lessee covenants that upon the termination of any such
period  of  temporary  use or occupancy it will, to the extent that its Award is
sufficient  therefor  and  subject  to Lessor's contribution as set forth below,
restore  the  Leased  Property  as  nearly  as may be reasonably possible to the
condition  in  which the same was immediately prior to such Condemnation, unless
such  period  of temporary use or occupancy extends beyond the expiration of the
Term,  in  which case Lessee shall not be required to make such restoration.  If
restoration  is  required hereunder, Lessor shall contribute to the cost of such
restoration  that  portion of its entire Award that is specifically allocated to
such  restoration  in  the  judgment  or  order  of  the  court,  if  any.

                                     ARTICLE
                                     -------
                                       16

     16.1.  Events  of  Default.
            --------------------

          Any  one  or more of the following events shall constitute an Event of
Default  hereunder:

          (a)     if Lessee fails to make any payment of Intial Fixed Rent, Base
Rent  or  Percentage Rent or Additional Charges within ten days after receipt by
Lessee  of Notice from Lessor that the same has become due and payable, provided
that Lessor shall not be required to give any such Notice more than twice in any
Lease  Year and that any third or subsequent failure by Lessee during such Lease
Year  to  make any payment of Intial Fixed Rent, Base Rent or Percentage Rent on
the date the same becomes due and payable shall constitute an immediate Event of
Default;  or

          (b)     if Lessee fails to observe or perform any other term, covenant
or condition of this Lease and such failure is not curable, or if curable is not
cured by Lessee within a period of 30 days after receipt by the Lessee of Notice


                                       36
<PAGE>
thereof  from  Lessor,  unless  such  failure  is  curable  but  cannot with due
diligence  be  cured  within  a period of 30 days, in which case it shall not be
deemed  an  Event  of Default if (i) Lessee, within such 30 day period, proceeds
with  due  diligence to cure the failure and thereafter diligently completes the
curing  thereof  within  120  days  of  Lessor's Notice to Lessee, which 120-day
period  shall  cease  to  run  during  any period that a cure of such failure is
prevented by an Unavoidable Delay and shall resume running upon the cessation of
such  Unavoidable  Delay,  and  (ii)  the failure does not result in a notice or
declaration of default under any material contract or agreement to which Lessor,
the  Company,  or  any Affiliate of either of them is a party or by which any of
their  assets  are  bound;  or

          (c)     if  Lessee  or  Manager  shall (i) be generally not paying its
debts  as  they  become due, (ii) file, or consent by answer or otherwise to the
filing  against it of, a petition for relief or reorganization or arrangement or
any  other  petition  in bankruptcy, for liquidation or to take advantage of any
bankruptcy  or  insolvency law of any jurisdiction, (iii) make an assignment for
the  benefit  of  its creditors, (iv) consent to the appointment of a custodian,
receiver,  trustee  or  other  officer with similar powers with respect to it or
with respect to any substantial part of its assets, (v) be adjudicated insolvent
or  (vi)  take corporate action for the purpose of any of the foregoing; or if a
court  or  governmental authority of competent jurisdiction shall enter an order
appointing,  without  consent by Lessee, a custodian, receiver, trustee or other
officer  with  similar  powers  with  respect  to  it  or  with  respect  to any
substantial  part  of  its assets, or if an order for relief shall be entered in
any  case  or  proceeding for liquidation or reorganization or otherwise to take
advantage  of  any bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of Lessee, or if any petition for any
such  relief  shall  be  filed  against  Lessee  and  such petition shall not be
dismissed  within  60  days;  or

          (d)     if  Lessee  or  Manager  is liquidated or dissolved, or begins
proceedings toward such liquidation or dissolution, or, in any manner, ceases to
do  business  or  permits  the  sale  or divestiture of substantially all of its
assets;  or

          (e)     if  the estate or interest of Lessee in the Leased Property or
any  part  thereof  is  voluntarily  or  involuntarily  transferred,  assigned,
conveyed,  levied  upon  or  attached  in  any  Proceeding (for purposes of this
Section  16.1(e),  a  Change  of  Control shall constitute an assignment of this
Lease);  or

          (f)     if,  except  as  a  result  of  and  to the extent required by
damage,  destruction,  Condemnation,  Lessee  ceases  operations  on  the Leased
Property;  or

          (g)     if the Franchise Agreement with respect to the Facility on the
Leased  Property  is  terminated  by the franchisor as a result of any action or
failure  to  act by the Lessee or its agents, other than the failure to complete
improvements  required  by  the  franchisor  because the Lessor fails to pay the
costs  of  such  improvements;  or

          (h)     if  an  Event of Default occurs under any of the Other Leases.


                                       37
<PAGE>
          If  litigation or arbitration is commenced with respect to any alleged
default under this Lease, the prevailing party in such litigation shall receive,
in  addition  to  its damages incurred, such sum as the court shall determine as
its  reasonable  attorneys'  fees,  and  all  costs  and  expenses  incurred  in
connection  therewith.


     16.2.  Remedies.
            ---------

     Upon the occurrence of an Event of Default, Lessor shall have the right, at
Lessor's option, to elect to do any one or more of the following without further
notice  or  demand  to  Lessee:  (a) terminate this Lease, in which event Lessee
shall  immediately surrender the Leased Property to Lessor, and, if Lessee fails
to  so surrender, Lessor shall have the right, without notice, to enter upon and
take  possession  of  the  Leased Property and to expel or remove Lessee and its
effects  without being liable for prosecution or any claim for damages therefor;
and Lessee shall, and hereby agrees to, indemnify Lessor for all loss and damage
which  Lessor  suffers  by  reason  of  such  termination,  including  without
limitation,  damages in an amount equal to the total of (1) the reasonable costs
of  recovering  the  Leased  Property in the event that Lessee does not promptly
surrender  the  Leased  Property,  and all other reasonable expenses incurred by
Lessor in connection with Lessee's default; and (2) the unpaid Rent earned as of
the  date  of  termination, plus interest at the Overdue Rate accruing after the
due  date;  (3)  the  total Rent (including Percentage Rent as determined below)
which Lessor would have received under this Lease for the remainder of the Term,
but  discounted  to  the then present value at a rate of 12% per annum, less the
fair  market  rental  value  of  the  balance of the Term as of the time of such
default discounted to the then present value at a rate of 12% per annum; and (4)
all other sums of money and damages owing by Lessee to Lessor; or (b) enter upon
and  take  possession  of the Leased Property without terminating this Lease and
without  being  liable to prosecution or any claim for damages therefor, and, if
Lessor  elects,  relet  the  Leased  Property  on  such  terms  as  Lessor deems
advisable,  in  which  event Lessee shall pay to Lessor on demand the reasonable
cost  of  repossessing  the  Leased Property and any deficiency between the Rent
payable  hereunder  (including Percentage Rent as determined below) and the rent
paid  under such reletting; provided, however, that Lessee shall not be entitled
to  any excess payments received by Lessor from such reletting (Lessor's failure
to  relet the Leased Property shall not release or affect Lessee's liability for
Rent  or for damages); or (c) enter the Leased Property without terminating this
Lease and without being liable for prosecution or any claim for damages therefor
and  maintain the Leased Property and repair or replace any damage thereto or do
anything  for  which  Lessee  is  responsible hereunder.  Lessee shall reimburse
Lessor  immediately  upon  demand  for  any  expense which Lessor incurs in thus
effecting  Lessee's  compliance under this Lease, and Lessor shall not be liable
to Lessee for any damages with respect thereto.  Notwithstanding anything herein
to  the  contrary,  Lessee  shall  not  be  liable  to Lessor for consequential,
punitive  or  exemplary  damages.

          The  rights granted to Lessor in this Section 16.2 shall be cumulative
of  every  other  right  or  remedy  provided  in this Lease or which Lessor may
otherwise  have  at  law  or in equity or by statute, and the exercise of one or
more  rights  or  remedies  shall  not  prejudice  or  impair  the concurrent or
subsequent  exercise  of  other rights or remedies or constitute a forfeiture or


                                       38
<PAGE>
waiver  of  Rent or damages accruing to Lessor by reason of any Event of Default
under  this  Lease.

          Percentage  Rent  for the purposes of this Section 16.2 shall be a sum
equal  to  (i)  the average of the annual amounts of the Percentage Rent for the
three  full  Lease  Years  immediately  preceding  the  Lease  Year in which the
termination,  re-entry  or repossession takes place, or (ii) if three full Lease
Years  shall  not  have  elapsed,  the average of the Percentage Rent during the
preceding full Lease Years during which the Lease was in effect, or (iii) if one
full  Lease  Year  has  not  elapsed,  the  amount  derived  by  annualizing the
Percentage  Rent  from  the  effective  date  of  this  Lease.

     16.3.  Waiver.
            -------

          Each  party  waives,  to  the  extent permitted by applicable law, any
right  to  a trial by jury in any proceedings brought by either party to enforce
the  provisions  of  this  Lease,  including, without limitation, proceedings to
enforce the remedies set forth in this Article 16, and Lessee waives the benefit
of any laws now or hereafter in force exempting property from liability for rent
or  for  debt.  Lessor waives any right to "pierce the corporate veil" of Lessee
other  than  to the extent funds shall have been paid to any Affiliate of Lessee
following a default leading to any Event of Default, and then only to the extent
of  such  payments.

     16.4.  Application  of  Funds.
            -----------------------

          Any  payments  received  by Lessor under any of the provisions of this
Lease  during  the  existence  or  continuance  of any Event of Default shall be
applied to Lessee's obligations in the order that Lessor may determine or as may
be  prescribed  by  the  laws  of  the  State.

                                     ARTICLE
                                     -------
                                       17

     17.1.  Lessor's  Right  to  Cure  Lessee's  Default.
            ---------------------------------------------

          If  Lessee fails to make any payment or to perform any act required to
be  made  or  performed under this Lease including, without limitation, Lessee's
failure  to  comply with the terms of any Franchise Agreement, and fails to cure
the  same  within  the  relevant  time periods provided in Section 16.1, Lessor,
without  waiving  or  releasing any obligation of Lessee, and without waiving or
releasing  any  obligation or default, may (but shall be under no obligation to)
at  any  time thereafter upon Notice to Lessee make such payment or perform such
act  for  the  account  and  at  the  expense  of Lessee, and may, to the extent
permitted  by  law, enter upon the Leased Property for such purpose and, subject
to  Section  16.2,  take all such action thereon as, in Lessor's opinion, may be
necessary or appropriate therefor.  No such entry shall be deemed an eviction of
Lessee.  All  sums  so  paid  by  Lessor  and all costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses, in each case to the
extent  permitted  by  law) so incurred, together with a late charge thereon (to
the  extent  permitted  by  law) at the Overdue Rate from the date on which such
sums  or  expenses  are  paid  or incurred by Lessor, shall be paid by Lessee to


                                       39
<PAGE>
Lessor  on  demand.  The obligations of Lessee and rights of Lessor contained in
this  Article shall survive the expiration or earlier termination of this Lease.

                                     ARTICLE
                                     -------
                                       18

     18.1.  Personal  Property  Limitation.
            --------------------------------

          (a)     Anything  contained  in  this  Lease  to  the  contrary
notwithstanding,  the average of the adjusted tax bases of the items of Lessor's
personal  property  that  are leased to Lessee under this Lease at the beginning
and  at  the  end  of  any Lease Year shall not exceed 15% of the average of the
aggregate  adjusted tax bases of the real and personal property contained in the
Leased  Property  at  the  beginning  and  at  the  end  of such Lease Year (the
"Personal  Property  Limitation").  If  Lessor  reasonably  anticipates that the
Personal  Property  Limitation  will  be  exceeded  with  respect  to the Leased
Property  for  any  Lease  Year,  Lessor  shall  notify Lessee, and Lessee shall
purchase items of personal property anticipated by Lessor to be in excess of the
Personal  Property  Limitation  ("Excess  Personal  Property Items") either from
Lessor  or  a  third party.  If the Excess Personal Property Items are purchased
from Lessor, the purchase prices of such Excess Personal Property Items shall be
equal  to  the  adjusted tax bases of such Excess Personal Property Items in the
hands  of  Lessor  as  of  the  closing  of  the  purchase.

          (b)     If  Lessee  purchases Excess Personal Property Items, the Rent
shall be reduced for the calendar quarter in which such purchase occurs and each
of four succeeding calendar quarters by an amount each calendar quarter equal to
20%  of  the  aggregate  purchase prices of such Excess Personal Property Items.

          (c)     If Lessee purchases Excess Personal Property Items, the amount
required  by  Lessor to be deposited in the Capital Expenditure Reserve pursuant
to  Article  38  hereof  shall  be  reduced for the Lease Year during which such
purchase  occurs  by  an  amount  equal to the aggregate purchase prices of such
Excess  Personal  Property  Items.

     18.2.  Sublease  Rent  Limitation.
            ---------------------------

          Anything  contained  in  this  Lease  to the contrary notwithstanding,
Lessee  shall  not  sublet  the  Leased  Property  or  enter  into  any  similar
arrangement on any basis such that the rental or other amounts to be paid by the
sublessee  thereunder would be based, in whole or in part, on either (a) the net
income or profits derived by the business activities of the sublessee, or (b)any
other  formula such that any portion of the Rent would fail to qualify as "rents
from  real  property"  within  the meaning of Section 856(d) of the Code, or any
similar  or  successor  provision  thereto.

     18.3.  Sublease  Lessee  Limitation.
            -----------------------------

          Anything  contained  in  this  Lease  to the contrary notwithstanding,
Lessee  shall  not  sublease  the  Leased Property to, or enter into any similar
arrangement  with, any Person in which the Company owns, directly or indirectly,


                                       40
<PAGE>
a  10%  or greater interest, within the meaning of Section 856(d) (2) (B) of the
Code,  or  any  similar  or  successor  provisions  thereto.

     18.4.  Lessee  Ownership  Limitation.
            ------------------------------

          Anything  contained  in  this  Lease  to the contrary notwithstanding,
neither  party  shall  take,  or permit to take, any action that would cause the
Company  to own, directly or indirectly, a 10% or greater interest in the Lessee
within  the  meaning  of  Section  856(d) (2) (B) of the Code, or any similar or
successor  provision  thereto.

     18.5.  Director,  Officer  and  Employee  Limitation.
            ----------------------------------------------

          Anything  contained  in  this  Lease  to the contrary notwithstanding,
Lessor and Lessee shall cooperate to ensure that (i) no officers or employees of
Lessor  or  the  Company shall be officers or employees of, or own any ownership
interest  in, any Person who furnishes or renders services to the tenants of the
Leased  Property,  or  manages  or  operates the Leased Property, other than the
Lessee  and (ii) no officers or employees of any Person who furnishes or renders
services  to  the  tenants  of  the  Leased Property, or manages or operates the
Leased  Property, other than the Lessee shall be officers or employees of Lessor
or  the  Company.  Furthermore,  if  a  Person  serves as both (a) a director or
trustee  of  Lessor,  the  Company  or  any  other Affiliate of Lessor and (b) a
director  and  officer  (or employee) of the any Person who furnishes or renders
services  to  the  tenants  of  the  Leased Property, or manages or operates the
Leased  Property,  other  than  the  Lessee,  that  Person shall not receive any
compensation  (excluding reimbursement for expenses) for serving as a trustee of
the  Lessor,  the  Company  or  the  other  Affiliate  of  Lessor.

                                     ARTICLE
                                     -------
                                       19

     19.1.  Holding  Over.
            --------------

          If  Lessee for any reason remains in possession of the Leased Property
after  the  expiration or earlier termination of the Term, such possession shall
be  as  a tenant at sufferance during which time Lessee shall pay as rental each
month the aggregate of (a) one-twelfth of the aggregate Base Rent and Percentage
Rent  payable with respect to the last Lease Year of the Term, (b)all Additional
Charges  accruing  during  the  applicable month and (c) all other sums, if any,
payable  by Lessee under this Lease with respect to the Leased Property.  During
such  period, Lessee shall be obligated to perform and observe all of the terms,
covenants and conditions of this Lease, but shall have no rights hereunder other
than  the  right,  to  the  extent  given  by law to tenancies at sufferance, to
continue its occupancy and use of the Leased Property.  Nothing contained herein
shall  constitute the consent, express or implied, of Lessor to the holding over
of  Lessee  after  the  expiration  or  earlier  termination  of  this  Lease.


                                       41
<PAGE>
                                     ARTICLE
                                     -------
                                       20

     20.1.  Indemnification.
            ----------------

          Subject  to  the  last  sentence of Section 13.4, Lessee will protect,
indemnify,  hold harmless and defend Lessor Indemnified Parties from and against
all  liabilities,  obligations,  claims,  damages,  penalties, causes of action,
costs  and  expenses  (including, without limitation, reasonable attorneys' fees
and  expenses), to the extent permitted by law, including those resulting from a
Lessor  Indemnified  Party's own negligence but excluding those resulting from a
Lessor  Indemnified Party's gross negligence or willful misconduct, imposed upon
or  incurred by or asserted against Lessor Indemnified Parties by reason of: (a)
any  accident,  injury  to  or death of persons or loss of or damage to property
occurring  on  or  about  the  Leased Property or adjoining sidewalks, including
without  limitation  any  claims  under liquor liability, "dram shop" or similar
laws,  (b)  any  past,  present  or  future  use,  misuse,  non-use,  condition,
management,  maintenance  or repair by Lessee or any of its agents, employees or
invitees of the Leased Property or Lessee's Personal Property or any litigation,
proceeding  or  claim by governmental entities or other third parties to which a
Lessor  Indemnified  Party  is  made a party or participant related to such use,
misuse, non-use, condition, management, maintenance, or repair thereof by Lessee
or  any of its agents, employees or invitees, including any failure of Lessee or
any  of  its agents, employees or invitees to perform any obligations under this
Lease  or  imposed  by  applicable  law  (other than arising out of Condemnation
proceedings),  (c)  any Impositions, other than any portion of Real Estate Taxes
that  the  Lessor  is  obligated to pay under this Lease, (d) any failure on the
part of Lessee to perform or comply with any of the terms of this Lease, and (e)
the  nonperformance  of  any of the terms and provisions of any and all existing
and  future  subleases  of  the  Leased Property to be performed by the landlord
thereunder.

          Subject  to the last sentence of Section 13.4, Lessor shall indemnify,
save  harmless  and  defend  Lessee  Indemnified  Parties  from  and against all
liabilities,  obligations,  claims,  damages, penalties, causes of action, costs
and  expenses imposed upon or incurred by or asserted against Lessee Indemnified
Parties  as a result of (a) the gross negligence or willful misconduct of Lessor
arising  in  connection with this Lease or (b) any failure on the part of Lessor
to  perform  or  comply  with  any  of  the  terms  of  this  Lease.

          Any  amounts  that  become payable by an Indemnifying Party under this
Section  shall  be  paid within ten days after liability therefor on the part of
the  Indemnifying  Party  is  determined  by litigation or otherwise, and if not
timely  paid,  shall  bear a late charge (to the extent permitted by law) at the
Overdue  Rate  from  the date of such determination to the date of payment.  Any
such  amounts  shall  be  reduced  by  insurance proceeds received and any other
recovery  (net  of  costs)  obtained  by the Indemnified Party.  An Indemnifying
Party,  at  its expense, shall contest, resist and defend any such claim, action
or  proceeding  asserted  or  instituted  against  the  Indemnified  Party.  The
Indemnified  Party, at its expense, shall be entitled to participate in any such
claim,  action,  or proceeding, and the Indemnifying Party may not compromise or
otherwise  dispose  of  the  same  without the consent of the Indemnified Party,
which  may  not  be unreasonably withheld.  Nothing herein shall be construed as
indemnifying  a  Lessor Indemnified Party against its own grossly negligent acts
or  omissions  or  willful  misconduct.


                                       42
<PAGE>
          Lessee's  or Lessor's liability for a breach of the provisions of this
Article  shall  survive  any  termination  of  this  Lease.

                                     ARTICLE
                                     -------
                                       21

     21.1.  Subletting  and  Assignment.
            ----------------------------

          In  addition  to  the provisions of Article 18 and Sections 21.2, 21.3
and  any other express consents, conditions, limitations or other provisions set
forth  herein  and  in  the Lease Master Agreement, Lessee shall not assign this
Lease or hereafter sublease all or any part of the Leased Property without first
obtaining the written consent of Lessor.  In the case of a permitted subletting,
the  sublessee shall comply with the provisions of Section 21.2 and 21.3, and in
the  case  of  a  permitted assignment, the assignee shall assume in writing and
agree  to  keep and perform all of the terms of this Lease on the part of Lessee
to  be kept and performed and shall be, and become, jointly and severally liable
with  Lessee  for  the  performance thereof.  In case of either an assignment or
subletting  made  during  the  Term,  Lessee  shall  remain primarily liable, as
principal  rather than as surety, for the prompt payment of the Rent and for the
performance  and  observance  of  all  of  the  covenants  and  conditions to be
performed  by  Lessee  hereunder.  An original counterpart of each such sublease
and  assignment  and  assumption,  duly executed by Lessee and such sublessee or
assignee,  as  the  case  may  be, in form and substance satisfactory to Lessor,
shall  be  delivered  promptly  to  Lessor.

     21.2.  Attornment.
            ----------

          Lessee  shall  insert  in each future sublease permitted under Section
21.1  provisions to the effect that (a) such sublease is subject and subordinate
to  all  of  the  terms and provisions of this Lease and to the rights of Lessor
hereunder,  (b) if this Lease terminates before the expiration of such sublease,
the  sublessee  thereunder  will, at Lessor's option, attorn to Lessor and waive
any  right  the  sublessee  may  have  to terminate the sublease or to surrender
possession  thereunder  as a result of the termination of this Lease, and (c) if
the  sublessee  receives  a written Notice from Lessor or Lessor's assignees, if
any,  stating  that  an  uncured  Event  of Default exists under this Lease, the
sublessee  shall  thereafter be obligated to pay all rentals accruing under said
sublease  directly to the party giving such Notice, or as such party may direct.
All rentals received from the sublessee by Lessor or Lessor's assignees, if any,
as  the case may be, shall be credited against the amounts owing by Lessee under
this  Lease.

     21.3.  Management  Agreement.
            ----------------------

          If  the  Lessee decides to enter into a management or agency agreement
relating  to  the  management  or  operation  of the Facility (collectively, the
"Management  Agreement"),  Lessor shall have the right to approve the Management
Agreement  ,  any  modifications to the Management Agreement affecting the fees,
costs  or  expenses  payable  or  collectible thereunder, and any other material
modification  to  the  Management  Agreement.  Lessor's  approval  shall  not be


                                       43
<PAGE>
unreasonably  withheld.  The  Management  Agreement  shall  provide, among other
things, that (i) upon termination of this Lease or termination of Lessee's right
to  possession  of the Leased Property for any reason whatsoever, the Management
Agreement  may  be terminated by Lessor without liability for any payment due or
to  become due to the manager of the Facility (the "Manager"), and (ii) all fees
and  other  amounts  payable  by Lessee to the Manager shall be subordinate on a
month  to  month  basis  to  Rent  and other amounts payable by Lessee to Lessor
hereunder  prior  to  the  existence of an Event of Default, and shall be at all
times  subordinate  to  Rent  and  such other amounts after the occurrence of an
Event  of  Default

                                     ARTICLE
                                     -------
                                       22

     22.1.  Officer's  Certificates;  Financial  Statements;  Lessor's  Estoppel
            --------------------------------------------------------------------
            Certificates  and  Covenants.
            -----------------------------

          (a)     At  any  time and from time to time upon not less than 10 days
Notice  by  Lessor,  Lessee  will  furnish  to  Lessor  an Officer's Certificate
certifying  that  this Lease is unmodified and in full force and effect (or that
this  Lease  is  in  full  force  and  effect  as modified and setting forth the
modifications),  the  date  to  which  the  Rent  has  been paid, whether to the
knowledge  of Lessee there is any existing default or Event of Default hereunder
by  Lessor  or Lessee, and such other information as may be reasonably requested
by  Lessor.  Any  such  certificate  furnished  pursuant  to this Section may be
relied upon by Lessor, any lender, any underwriter and any prospective purchaser
of  the  Leased  Property.

          (b)     Lessee  will  furnish,  at  Lessee's  cost  and  expense,  the
following  statements  and  operating  information  to  Lessor,  each  in a form
satisfactory  to  Lessor:

               (i)     Consolidated  Financials  of  Lessee  for  each  calendar
     quarter  of  each  Lease  Year,  and for each calendar quarter in the Lease
     Year-to-date,  within  20  days  after  the  end  of such calendar quarter;

               (ii)     Consolidated  Financials of Lessee and each Affiliate of
     Lessee, if any, that leases hotel properties from Lessor or its Affiliates,
     for each calendar quarter of each Lease Year, and for each calendar quarter
     in  the  Lease  Year to date, within 20 days after the end of such calendar
     quarter;

               (iii)     audited  Consolidated  Financials  of  Lessee  for each
     Lease  Year,  including  the auditor's report thereon, within 60 days after
     the  end  of  such  year;

               (iv)     audited  Consolidated  Financials  of  Lessee  and  each
     Affiliate  of  Lessee  that  leases  hotel  properties  from  Lessor or its
     Affiliates,  if  any,  for  each Lease Year, including the auditor's report
     thereon,  within  60 days after the end of such year. The fees and expenses
     of  the  auditor  incurred  in  connection  with conducting such audits and
     delivering  such  reports  shall  be  paid  by  Lessor;


                                       44
<PAGE>
               (v)     with  reasonable  promptness,  such  other  information
     respecting  the  financial condition and affairs of Lessee (A) as Lessor or
     the  Company  may  require  or may deem desirable in its discretion to file
     with  or  provide  to the SEC or any other governmental agency or any other
     Person,  all  in  the  form, and either audited or unaudited, as Lessor may
     request  in  Lessor's  reasonable  discretion, and (B) as may be reasonably
     necessary  to  confirm  compliance  by  Lessee  and its Affiliates with the
     requirements  of  this  Lease;

               (vi)     on  or  before  the 20th day of each calendar quarter, a
     balance  sheet,  and  detailed  profit  and  loss  and cash flow statements
     showing  the  financial  position  of  the  Facility  as  at the end of the
     preceding  calendar  quarter,  the results of operation of the Facility for
     such  preceding calendar quarter and the Lease Year-to-date and the average
     daily  rate,  occupancy  and  revenue-per-available room of the Facility in
     such  preceding  calendar  quarter;

               (vii)     within  five  (5) days of Lessee's receipt thereof, any
     inspection  reports  received  from  the  franchisor  under  the  Franchise
     Agreement;  and

               (viii)     such  other  information  as  Lessor  may  reasonably
     request  and  that  Lessee  can  provide  without  unreasonable  expense.

          (c)     At  any  time and from time to time upon not less than 10 days
notice  by  Lessee, Lessor will furnish to Lessee or to any person designated by
Lessee  an  estoppel certificate certifying that this Lease is unmodified and in
full  force  and  effect  (or  that  this  Lease  is in full force and effect as
modified  and  setting forth the modifications), the date to which Rent has been
paid,  whether to the knowledge of Lessor there is any existing default or Event
of  Default  on  Lessee's  part  hereunder, and such other information as may be
reasonably requested by Lessee.  Any such certificate furnished pursuant to this
Section  may  be  relied  upon  by  Lessee,  any lender, any underwriter and any
purchaser  of  the  assets  of  Lessee.

          (d)     If  Company or Lessor proposes to include in any submission or
filing  with  its  lender, stock exchange or the SEC, Consolidated Financials of
Lessee  delivered  or  required  to  be  delivered  hereunder and the consent of
Lessee's  auditor  is required for such inclusion, Lessee shall use commercially
reasonable  efforts  to  cause  its  auditor  to  deliver promptly to Lessor the
auditor's  consent,  in the form required, to the inclusion in the submission or
filing  of  the Consolidated Financials (including the report of the auditor, if
the  Consolidated  Financials  to  be  included  are  audited).  Lessee  shall
reasonably  cooperate  with  Lessor regarding Lessee's auditor's compliance with
such  requests  with  the  purpose of minimizing costs and delays.  Lessee shall
reasonably cooperate with all requests made by its auditor, Lessor or the SEC to
promptly  provide  to  the auditor, Lessor or SEC such information or documents,
including  consents and representation letters, as may be necessary or desirable
in connection with the preparation, delivery, audit or inclusion in SEC filings,
submissions  or  other  public  documents,  of  information, including financial
information, related to the Leased Property, the operation and financial results
of  the  Leased Property, and the financial results and condition of the Lessee.
Without  limiting  the  foregoing, the information shall be sufficient to permit


                                       45
<PAGE>
the  preparation  of  a  Management's  Discussion  and  Analysis  of  Results of
Operations and Financial Condition with respect to the Lessee as may be required
to  be  included  in  reports  and  documents filed by the Company with the SEC.
Lessee  shall  not  be obligated to incur material additional expense to prepare
any  reports  or information not specifically provided for herein that Lessor or
Company  may  be  required  or  elect  to  file  with the SEC, and such material
additional  third-party  costs  shall  be  paid  or  reimbursed  by  Lessor.

                                     ARTICLE
                                     -------
                                       23

     23.1.  Regular  Meetings;  Lessor's  Right  to  Inspect.
            -------------------------------------------------

          (a)     Lessee  agrees that the regional manager, the general manager,
the  director  of  marketing/sales, and the chief engineer for the Facility will
meet  with  Lessor  and  its  representatives on a monthly basis at the Facility
throughout  each  Lease  Year in order to discuss all aspects of the management,
maintenance and operation of the Facility.  If agreed upon by Lessor and Lessee,
such  meetings  may  be  held  by  conference  call.

          (b)     Lessee shall permit Lessor and its authorized representatives,
which  may  include auditors, underwriters and rating agencies, as frequently as
reasonably  requested  by Lessor to (i) inspect the Leased Property and Lessee's
accounts  and  records pertaining thereto, including general accounting records,
corporate  records  and  agreements  relating  to  the  operations of the Leased
Property  and  Lessee's  financial  condition, and make copies thereof, and (ii)
conduct  audits, all during usual business hours upon reasonable advance notice,
subject  only  to any business confidentiality requirements reasonably requested
by  Lessee.  In  conducting  such  inspections  Lessor  shall  not  unreasonably
interfere  with  the  conduct  of  Lessee's  business  at  the  Leased Property.

          (c)     Lessee  will,  on  a  space available basis, provide customary
gratuitous  accommodations  to Lessor and its representatives in connection with
all  such  meetings  and  inspections.


                                     ARTICLE
                                     -------
                                       24

     24.1.  No  Waiver.
            -----------

          No  failure  by Lessor or Lessee to insist upon the strict performance
of  any  term hereof or to exercise any right, power or remedy consequent upon a
breach  thereof, and no acceptance of full or partial payment of Rent during the
continuance  of any such breach, shall constitute a waiver of any such breach or
of any such term.  To the extent permitted by law, no waiver of any breach shall
affect  or  alter this Lease, which shall continue in full force and effect with
respect  to  any  other  then  existing  or  subsequent  breach.


                                       46
<PAGE>
                                     ARTICLE
                                     -------
                                       25

     25.1.  Remedies  Cumulative.
            ---------------------

          To the extent permitted by law but subject to Article 39 and any other
provisions  of  this Lease expressly limiting the rights, powers and remedies of
either  Lessor  or Lessee, each legal, equitable or contractual right, power and
remedy  of Lessor or Lessee now or hereafter provided either in this Lease or by
statute or otherwise shall be cumulative and concurrent and shall be in addition
to  every  other  right,  power and remedy, and the exercise or beginning of the
exercise  by  Lessor  or  Lessee  of  any one or more of such rights, powers and
remedies shall not preclude the simultaneous or subsequent exercise by Lessor or
Lessee  of  any  or  all  of  such  other  rights,  powers  and  remedies.

                                     ARTICLE
                                     -------
                                       26

     26.1.  Acceptance  of  Surrender.
            --------------------------

          No  surrender to Lessor of this Lease or of the Leased Property or any
part  thereof,  or  of  any interest therein, shall be valid or effective unless
agreed  to  and  accepted  in  writing  by  Lessor  and  no act by Lessor or any
representative  or  agent  of  Lessor,  other  than such a written acceptance by
Lessor,  shall  constitute  an  acceptance  of  any  such  surrender.

                                     ARTICLE
                                     -------
                                       27

     27.1.  No  Merger  of  Title.
            -----------------------

          There  shall  be  no  merger  of this Lease or of the leasehold estate
created hereby by reason of the fact that the same person or entity may acquire,
own  or  hold,  directly  or  indirectly: (a) this Lease or the leasehold estate
created  hereby  or  any interest in this Lease or such leasehold estate and (b)
the  fee  estate  in  the  Leased  Property.

                                     ARTICLE
                                     -------
                                       28

     28.1.  Conveyance  by  Lessor.
            -----------------------

          Lessor  shall  have  the  unrestricted  right to mortgage or otherwise
convey  the  Leased Property to a Holder.  If Lessor conveys the Leased Property
in  accordance  with the terms hereof other than to a Holder, and the grantee or
transferee  of  the Leased Property expressly assumes in writing all obligations
of  Lessor  hereunder  arising  or  accruing  from  and  after  the date of such


                                       47
<PAGE>
conveyance  or  transfer,  Lessor  shall  thereupon  be released from all future
liabilities  and obligations of Lessor under this Lease arising or accruing from
and  after  the  date  of  such  conveyance  or  other transfer as to the Leased
Property  and  all  such  future  liabilities and obligations shall thereupon be
binding  upon the new owner.  If Lessee is not reasonably satisfied that the new
owner  is  a  capable,  reliable  and  qualified  Person  of good reputation and
character,  Lessee  may terminate this Lease upon 60-days Notice to Lessor given
within  30  days  after  Lessee  receives  Notice  of  such  conveyance.

     28.2.  Lessor  May  Grant  Liens.
            --------------------------

          (a)  Subject to Section 7.2, without the consent of Lessee, Lessor may
from  time  to  time, directly or indirectly, create or otherwise cause to exist
any  lien, encumbrance or title retention agreement upon the Leased Property, or
any  portion  thereof  or  interest  therein,  or upon Lessor's interest in this
Lease,  whether  to  secure  any  borrowing  or  other  means  of  financing  or
refinancing.  This  Lease  and Lessee's interest hereunder shall at all times be
subject  and  subordinate  to the lien and security title of any deeds to secure
debt,  deeds  of  trust,  mortgages,  or other interests heretofore or hereafter
granted  by Lessor or which otherwise encumber or affect the Leased Property and
to  any  and  all  advances  to  be  made  thereunder  and  to  all  renewals,
modifications,  consolidations,  replacements,  substitutions,  and  extensions
thereof  (all  of  which  are  herein  called the "Mortgage"), provided that the
Mortgage and all security agreements delivered by Lessor in connection therewith
shall  be  subject  to  Lessee's  rights  under  this Lease to receive all Gross
Revenues  of  the Facility prior to the earlier of the occurrence of an Event of
Default  or the date that this Lease is terminated by the Holder of the Mortgage
in  the  exercise  of  its  remedies  thereunder.  In  confirmation  of  such
subordination,  Lessee shall, at Lessor's request, promptly execute, acknowledge
and  deliver  any  instrument which may be required to evidence subordination to
any  Mortgage  and  attornment  to  the  Holder  thereof  and its successors and
assigns,  provided  Lessee  receives  customary  and  reasonable non-disturbance
protection  while  it is not in default hereunder.  The Lessee shall comply with
any  material  covenants with respect to the Lessee contained in such instrument
of  subordination.  In  the  event  of  Lessee's  failure  to  deliver  such
subordination  and if the Mortgage does not change any term of the Lease, Lessor
may,  in  addition  to  any  other  remedies  for  breach of covenant hereunder,
execute,  acknowledge,  and  deliver  the  instrument  as  the  agent  or
attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its
attorney-in-fact  for such purpose, Lessee acknowledging that the appointment is
coupled  with  an  interest  and  is  irrevocable.

          (b)     Lessee  shall,  upon  the request of Lessor or any existing or
future  Holder,  (i)  provide  Holder  with  copies  of  all  licenses, permits,
occupancy  agreements,  operating  agreements,  leases,  contracts  and  similar
agreements  reasonably  requested  in  connection  with any existing or proposed
financing  of the Leased Property, and (ii) execute, or cause the Manager or any
relevant  Affiliate  to  execute,  such  estoppel  agreements  and  collateral
assignments  with  respect to the Facility's liquor license and any of the other
aforementioned  agreements  as  Holder may reasonably request in connection with
any  such  financing,  provided  that  no  such estoppel agreement or collateral
assignment  shall in any way affect the Term or affect adversely in any material
respect  any  rights  of  Lessee  under  this  Lease.

          (c)     No  act  or  failure  to act on the part of Lessor which would
entitle  Lessee  under the terms of this Lease, or by law, to be relieved of any
of Lessee's obligations hereunder (including, without limitation, its obligation


                                       48
<PAGE>
to  pay  Rent)  or  to  terminate  this  Lease,  shall  result  in  a release or
termination of such obligations of Lessee or a termination of this Lease unless:
(i)  Lessee  shall have first given written notice of Lessor's act or failure to
act  to  the  Holder, specifying the act or failure to act on the part of Lessor
which would give basis to Lessee's rights; and (ii) the Holder, after receipt of
such  notice,  shall  have  failed  or  refused to correct or cure the condition
complained  of  within  a  reasonable  time thereafter (in no event less than 60
days),  which  shall  include  a  reasonable  time  for  such  Holder  to obtain
possession of the Leased Property, if possession is reasonably necessary for the
Holder  to  correct or cure the condition, or to foreclose such Mortgage, and if
the Holder notifies the Lessee of its intention to take possession of the Leased
Property  or  to  foreclosure such Mortgage, and correct or cure such condition.
If such Holder is prohibited by any process or injunction issued by any court or
by  reason  of  any  action  by any court having jurisdiction or any bankruptcy,
debtor rehabilitation or insolvency proceedings involving Lessor from commencing
or  prosecuting  foreclosure  or  other  appropriate  proceedings  in the nature
thereof,  provided,  however,  that the Lease shall continue to be in full force
and  effect,  the  times for commencing or prosecuting such foreclosure or other
proceedings  shall  be  extended  for  the  period  of  such  prohibition.

          (d)     Lessee  shall  deliver  by  notice  delivered  in  the  manner
provided  in  Article  30  to  any Holder who gives Lessee written notice of its
status  as  a  Holder,  at  such Holder's address stated in the Holder's written
notice  or  at  such  other address as the Holder may designate by later written
notice  to Lessee, a duplicate copy of any and all notices regarding any default
which  Lessee  may  from  time to time give or serve upon Lessor pursuant to the
provisions  of  this  Lease.  Copies  of  such notices given by Lessee to Lessor
shall  be  delivered  to such Holder simultaneously with delivery to Lessor.  No
such  notice  by  Lessee  to Lessor hereunder shall be deemed to have been given
unless  and  until  a  copy  thereof  has  been  mailed  to  such  Holder.

          (e)     At  any  time,  and  from time to time, upon not less than ten
(10)  days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an
estoppel  certificate certifying as to the information required in paragraph (c)
of Article 22, and such other information as may be reasonably requested by such
Holder.  Any  such  certificate  may  be  relied  upon  by  such  Holder.

          (f)     Lessee  shall  cooperate  in  all  reasonable respects, and as
generally  described  in  Section  33.2  of this Lease, with any transfer of the
Leased  Property  to  a  Holder  that  succeeds to the interest of Lessor in the
Leased  Property (including, without limitation, in connection with the transfer
of  any  franchise, license, lease, permit, contract, agreement, or similar item
to such Holder or such Holder's designee necessary or appropriate to operate the
Leased  Property).  Lessor  and  Lessee shall cooperate in (i) including in this
Lease  by  suitable  amendment  from  time  to  time  any provision which may be
requested  by  any proposed Holder, or may otherwise be reasonably necessary, to
implement  the  provisions  of  this  Article and (ii) entering into any further
agreement with or at the request of any Holder which may be reasonably requested
or  required  by such Holder in furtherance or confirmation of the provisions of
this  Article; provided, however, that any such amendment or agreement shall not
in  any  way  affect  the  Term nor affect adversely in any material respect any
rights  of  Lessor  or  Lessee  under  this  Lease.


                                       49
<PAGE>
                                     ARTICLE
                                     -------
                                       29

     29.1.  Quiet  Enjoyment.
            ----------------

          So  long  as Lessee pays all Rent as the same becomes due and complies
with  all  of the terms of this Lease and performs its obligations hereunder, in
each  case within the applicable grace and/or cure periods, if any, Lessee shall
peaceably  and  quietly  have,  hold  and enjoy the Leased Property for the Term
hereof,  free  of  any  claim  or  other action by Lessor or anyone claiming by,
through  or  under  Lessor  and  not  claiming  by, through or under Lessee, but
subject  to  all liens and encumbrances subject to which the Leased Property was
conveyed  to  Lessor  or hereafter consented to by Lessee in writing or provided
for  herein.  Lessee  shall have the right by separate and independent action to
pursue any claim it may have against Lessor as a result of a breach by Lessor of
the  covenant  of  quiet  enjoyment  contained  in  this  Section.

                                     ARTICLE
                                     -------
                                       30

     30.1.  Notices.
            --------

          All  notices,  demands,  requests,  consents,  approvals  and  other
communications  ("Notice"  or  "Notices")  hereunder  shall  be  in  writing and
personally  served  or  mailed  (by  express  or  overnight  mail,  courier,  or
registered or certified mail, return receipt requested and postage prepaid), (i)
if  to  Lessor at 148 Sheraton Drive, Box A, New Cumberland, Pennsylvania 17070,
Attention: Hasu P. Shah, and (ii) if to Lessee at 148 Sheraton Drive, Box A, New
Cumberland,  Pennsylvania 17070, Attention: K.D. Patel, or to such other address
or  addresses  as  either  party  may hereafter designate.  Personally delivered
Notices  shall  be  effective  upon  receipt,  and Notice given by mail shall be
deemed  received  at  the  time  of  deposit  in  the U.S. Mail system or with a
recognized  overnight  mail courier, but any prescribed period of Notice and any
right or duty to do any act or make any response within any prescribed period or
on  a  date  certain  after  the  service  of such Notice given by mail shall be
extended  five  days.

                                     ARTICLE
                                     -------
                                       31

     31.1.  Appraisers.
            ----------

          If  it  becomes  necessary  to determine the fair market value or fair
market rental of the Leased Property for any purpose of this Lease, then, except
as  otherwise  expressly provided in this Lease, the party required or permitted
to  give  Notice  of such required determination shall include in the Notice the
name  of  a  person  selected to act as appraiser on its behalf.  Within 10 days
after  Notice,  Lessor (or Lessee, as the case may be) shall by Notice to Lessee
(or  Lessor,  as  the  case  may be) appoint a second person as appraiser on its
behalf.  The  appraisers  thus  appointed,  each of whom must be a member of the
American  Institute  of  Real  Estate  Appraisers (or any successor organization
thereto)  with  at  least five years experience in the State appraising property


                                       50
<PAGE>
similar  to  the  Leased  Property,  shall, within 10 days after the date of the
Notice  appointing the second appraiser, proceed to appraise the Leased Property
to  determine  the  fair  market  value  or fair market rental thereof as of the
relevant  date  (giving effect to the impact, if any, of inflation from the date
of  their  decision  to  the relevant date); provided, however, that if only one
appraiser shall have been so appointed, then the determination of such appraiser
shall  be  final  and binding upon the parties.  If two appraisers are appointed
and  if  the  difference between the amounts so determined does not exceed 5% of
the  lesser  of  such  amounts, then the fair market value or fair market rental
shall be an amount equal to 50% of the sum of the amounts so determined.  If the
difference  between  the  amounts so determined exceeds 5% of the lesser of such
amounts,  then  such  two  appraisers  shall  have  10  days  to appoint a third
appraiser.  If  no  such appraiser shall have been appointed within such 10 days
or  within  60  days  of the original request for a determination of fair market
value  or  fair market rental, whichever is earlier, either Lessor or Lessee may
apply  to  any  court  having jurisdiction to have such appointment made by such
court.  Any  appraiser  appointed  by  the  original appraisers or by such court
shall  be  instructed  to  determine the fair market value or fair market rental
within  30  days  after appointment of such appraiser.  The determination of the
appraiser  which  differs most in terms of dollar amount from the determinations
of  the  other  two  appraisers  shall  be  excluded,  and 50% of the sum of the
remaining  two  determinations shall be final and binding upon Lessor and Lessee
as  the  fair  market value or fair market rental of the Leased Property, as the
case  may be.  This provision for determining by appraisal shall be specifically
enforceable to the extent such remedy is available under applicable law, and any
determination  hereunder  shall  be final and binding upon the parties except as
otherwise provided by applicable law.  Lessor and Lessee shall each pay the fees
and expenses of the appraiser appointed by it and each shall pay one-half of the
fees  and  expenses  of  the third appraiser and one-half of all other costs and
expenses  incurred  in  connection  with  each  appraisal.

                                     ARTICLE
                                     -------
                                       32

     32.1.  Lessee's  Right  to  Cure.
            --------------------------

          Subject  to  the  provisions  of  Article  39,  if Lessor breaches any
covenant  to  be  performed  by it under this Lease, Lessee, after Notice to and
demand  upon  Lessor as provided in Article 39, without waiving or releasing any
obligation  hereunder,  may  (but  shall  be  under  no  obligation  at any time
thereafter  to) make such payment or perform such act for the account and at the
expense  of  Lessor.  All  sums  so  paid  by  Lessee and all costs and expenses
(including,  without  limitation,  reasonable  attorneys'  fees)  so  incurred,
together  with  interest thereon at the Overdue Rate from the date on which such
sums  or  expenses  are  paid  or incurred by Lessee, shall be paid by Lessor to
Lessee  on demand.  The rights of Lessee hereunder to cure and to secure payment
from  Lessor in accordance with this Article 32 shall survive the termination of
this  Lease  with  respect  to  the  Leased  Property.


                                       51
<PAGE>
                                     ARTICLE
                                     -------
                                       33

     33.1.  Miscellaneous.
            --------------

          Anything  contained in this Lease to the contrary notwithstanding, all
claims  against,  and liabilities of, Lessee or Lessor arising prior to any date
of  termination  of  this  Lease shall survive such termination.  If any term or
provision  of this Lease or any application thereof is invalid or unenforceable,
the remainder of this Lease and any other application of such term or provisions
shall  not  be  affected  thereby.  If  any  late  charges  or any interest rate
provided  for  in  any provision of this Lease is based upon a rate in excess of
the  maximum  rate  permitted  by  applicable  law,  the parties agree that such
charges  shall be fixed at and limited to the maximum permissible rate.  Neither
this  Lease  nor  any  provision  hereof  may  be changed, waived, discharged or
terminated  except  by  a written instrument in recordable form signed by Lessor
and  Lessee.  All  the  terms and provisions of this Lease shall be binding upon
and  inure  to the benefit of the parties hereto and their respective successors
and  assigns.  The  headings in this Lease are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.  This Lease shall be
governed  by  and  construed  in  accordance with the laws of the State, but not
including  its  conflicts  of  laws  rules.

     33.2.  Transition  Procedures.
            -----------------------

          Upon  any  expiration  or  termination  of the Term, Lessor and Lessee
shall  do the following and, in general, shall cooperate in good faith to effect
an orderly transition of the management or lease of the Facility. The provisions
of  this  Section 33.2 shall survive the expiration or termination of this Lease
until  they  have  been  fully  performed.  Nothing contained herein shall limit
Lessor's  rights and remedies under this Lease if such termination occurs as the
result  of  an  Event  of  Default.

          (a)     Transfer  of  Franchise  Agreement.  The  Franchise  Agreement
                  ----------------------------------
shall  be  assigned,  at  Lessor's  option,  effective  on the termination date,
without  fee, cost, or penalty payable to the Lessee, and without the imposition
by  Lessee  of a product improvement (or similar) plan, to (i) Lessor, or (ii) a
designee  of  Lessor of good reputation and with experience in operating hotels.

          (b)     Transfer  of  Licenses.  Upon  the  expiration  or  earlier
                  ----------------------
termination  of  the  Term, Lessee shall use its best efforts (i) to transfer to
Lessor  or  Lessor's  nominee  all  licenses,  operating  permits  and  other
governmental  authorizations  and  all  contracts,  including  contracts  with
governmental  or  quasi-governmental  entities,  that  may  be necessary for the
operation  of  the Facility (collectively, "Licenses"), or (ii) if such transfer
is  prohibited  by  law  or Lessor otherwise elects, to cooperate with Lessor or
Lessor's nominee in connection with the processing by Lessor or Lessor's nominee
of  any  applications  for  all  Licenses,  including  Lessee (or its Affiliate)
continuing  to  operate  the  liquor  operations  under its licenses with Lessor
agreeing  to  indemnify  and hold Lessee (or its Affiliate) harmless as a result


                                       52
<PAGE>
thereof  except  for  the  gross  negligence  or  willful  misconduct of Lessee;
provided,  in  either  case, that the costs and expenses of any such transfer or
the  processing  of  any  such  application  shall be paid by Lessor or Lessor's
nominee.

          (c)     Leases  and  Concessions.  Lessee  shall  assign  to Lessor or
                  ------------------------
Lessor's  nominee simultaneously with the termination of this Agreement, and the
assignee  shall  assume,  all  leases,  contracts,  concession  agreements  and
agreements  in  effect  with respect to the Facility then in Lessee's name which
are  designated  by  Lessor.

          (d)     Books  and Records.  To the extent that Lessor has not already
                  ------------------
received  copies  thereof,  all  books  and  records  (including  computer  and
computer-generated  records) for the Facility kept by Lessee pursuant to Section
3.6  (or  copies thereof) shall be delivered simultaneously with the termination
of  this  Agreement  to  Lessor  or  Lessor's  nominee.

          (e)     Receivables  and  Payables,  etc.  Lessee shall be entitled to
                  ---------------------------------
retain  all  cash,  bank  accounts  and  house  banks,  and to collect all Gross
Revenues  and  accounts receivable accrued through the termination date.  Lessee
shall  be  responsible  for  the  payment of Rent, all operating expenses of the
Facility  and all other obligations of Lessee accrued under this Lease as of the
termination  date, and Lessor shall be responsible for all operating expenses of
the  Facility  accruing  after  the  termination  date.

          (f)     Final  Accounting.  Lessee  shall, within forty five (45) days
                  -----------------
after the expiration or termination of the Term, prepare and deliver to Lessor a
final  accounting  statement,  dated  as  of  the  date  of  the  expiration  or
termination,  as  more  particularly  described  in  Article  22,  along  with a
statement  of  any sums due from Lessee to Lessor pursuant hereto and payment of
such  funds.

          (g)     Inventory.  Lessee  shall  insure that the Leased Property, at
                  ---------
the  date  of  such  termination or expiration, has Inventory of a substantially
equivalent  nature  and  amount  as  exists  at  the  Leased  Property  on  the
Commencement Date, and Lessor shall acquire such Inventory from Lessee by paying
Lessee  the  fair  market  value  thereof,  calculated  on the same basis as the
parties determined the fair market value of the Inventory purchased by Lessee on
the  Commencement  Date.

          (i)     Option  to  Purchase  Lessee's  Personal  Property.  Upon  the
                  --------------------------------------------------
expiration  or termination of the Term, Lessor shall have the option to purchase
Lessee's  Personal Property related to the Leased Property at fair market value.

          (h)     Surrender.  Lessee shall peacefully and immediately vacate and
                  ---------
surrender  the  Leased  Property to Lessor or Lessor's designee, shall turn over
all  keys to Lessor and Lessor's designee and shall not interfere with Lessor or
any  new  Lessee  or  Manager.

     33.3.  Waiver  of  Presentment,  etc.
            ------------------------------

          Lessee  waives  all  presentments,  demands  for  payment  and  for
performance, notices of nonperformance, protests, notices of protest, notices of


                                       53
<PAGE>
dishonor,  and  notices  of  acceptance and waives all notices of the existence,
creation,  or  incurring  of  new or additional obligations, except as expressly
granted  herein.

     33.4.  Standard  of  Discretion.
            -------------------------

          In any provision of this Lease requiring or permitting the exercise by
Lessor  or  Lessee  of  such  party's  approval,  election,  decision,  consent,
judgment,  determination  or  words  of  similar  import  (collectively,  an
"Approval"),  such  Approval  may,  unless otherwise expressly specified in such
provision,  be given or withheld in such party's sole, absolute and unreviewable
discretion.  Any  Approval  which  by  the  terms  of  this  Lease  may  not  be
unreasonably  withheld  shall  also  not  be  unreasonably  delayed.

     33.5.  Action  for  Damages.
            ---------------------

          In  any  suit  or  other claim brought by either party seeking damages
against  the  other  party  for  breach of its obligations under this Lease, the
party  against  whom  such claim is made shall be liable to the other party only
for  actual  damages  and  not for consequential, punitive or exemplary damages.

     33.6.  Lease  Assumption  in  Bankruptcy  Proceeding.
            ----------------------------------------------

          If  an  Event  of Default occurs and Lessee has filed or has had filed
against  it  a  petition  in  bankruptcy  or  for reorganization or other relief
pursuant  to  the  federal bankruptcy code, Lessee shall promptly move the court
presiding over the proceeding to assume the Lease pursuant to 11 U.S.C. Sec.365,
without  seeking  an  extension  of  the  time  to  file  said  motion.

     33.7.  Intra-Family  Transfers.
            ------------------------

          Lessee acknowledges that Lessor may transfer legal title to the Leased
Property  one  or  more times to Affiliates of the Lessor in which Lessor or the
Company  owns a majority interest (each, an "Affiliated Lessor").  Lessee hereby
consents to such transfers provided that, in each case, this Lease is assumed by
the  Affiliated  Lessor  in its entirety and without modification, except to the
extent that Lessor, or the Affiliated Lessor that then owns the Leased Property,
specifically  retains  any  obligations  accrued  through  the  date of transfer
hereunder.  Lessee covenants that in connection with such transfers, Lessee will
execute  and  deliver  to  Lessor,  the  Affiliated  Lessor  and/or  their
representatives appropriate estoppels and other documentation requested by them,
including  an  amendment  to  this  Lease,  for  the  purposes of reflecting and
acknowledging  the  Affiliated  Lessor's  interests  as  lessor  hereunder.


                                       54
<PAGE>
                                     ARTICLE
                                     -------
                                       34

     34.1.  Memorandum  of  Lease.
            ----------------------

          Lessor and Lessee shall promptly upon the request of either enter into
a  short form memorandum of this Lease, in form suitable for recording under the
laws  of  the  State in which reference to this Lease, and all options contained
herein,  shall  be  made.  Lessee  shall pay all costs and expenses of recording
such  memorandum  of  this  Lease.

                                     ARTICLE
                                     -------
                                       35

                             (Intentionally Omitted)


                                     ARTICLE
                                     -------
                                       36

     36.1.  Lessor's  Option  to  Terminate.
            --------------------------------

          (a)     In  the  event Lessor enters into a bona fide contract to sell
the  Leased  Property  to  a  non-Affiliate other than Lessee or an Affiliate of
Lessee,  Lessor  may  terminate  the Lease by giving not less than 60-days prior
Notice  to  Lessee  of Lessor's election to terminate the Lease upon the closing
under  such  contract.  Effective upon such date, this Lease shall terminate and
be  of  no  further force and effect except as to any obligations of the parties
existing  as  of  such  date that survive termination of this Lease and all Rent
including  Percentage  Rent  and  Additional Charges shall be adjusted as of the
termination  date.

          (b)     As  compensation  for  the  early termination of its leasehold
estate  under  this  Article 36 because of a sale of the Leased Property, Lessor
shall  within  six  months  after of the closing of such sale, either (i) pay to
Lessee the "Termination Fee" (as defined below) or (ii) offer to lease to Lessee
one  or  more  substitute  suite hotel facilities pursuant to one or more leases
that  would  create for the Lessee leasehold estates that have an aggregate fair
market  value  of  no  less than the fair market value of the original leasehold
estate  (a "Comparable Lease"), such value to be determined as of the closing of
the  sale  of  the Leased Property.  Lessee's acceptance of the Comparable Lease
shall  not  be  unreasonably  withheld.  If Lessee rejects the Comparable Lease,
Lessor  shall pay the Termination Fee to Lessee.  In the event Lessor and Lessee
are  unable  to  agree  upon the fair market value of an original or replacement
leasehold  estate,  it  shall  be  determined  by  appraisal using the appraisal
procedure  set  forth  in  Article  31.

     (c)     (i)  For  the  purposes  of  this Section, fair market value of the
leasehold  estate  means,  as  applicable,  an  amount equal to the price that a
willing  buyer  not compelled to buy would pay a willing seller not compelled to
sell  for  Lessee's  leasehold estate under this Lease or an offered replacement


                                       55
<PAGE>
leasehold  estate.  In  computing  fair  market value of a leasehold estate, the
appraiser shall discount all future income and fees to the then present value at
a  rate  equal  to  the  Prime  Rate  plus  2%  per  annum.

               (ii)  The Termination Fee shall equal the "Net Present Value" (as
defined  below) of the "Lessee Leakage" (as defined below) for (a) the remaining
Lease  Years  of the Term or, (b) if the termination occurs less than five Lease
Years  from the end of the Term, the remaining Lease Years in  the Term plus one
year  (the  "Determination  Period").  "Lessee  Leakage"  for  any Lease Year is
defined  as  the  net operating income of the Facility, determined in accordance
with  GAAP and as if no Management Agreement existed, less Rent paid and payable
hereunder.   The "Net Present Value" of the Lessee Leakage for the Determination
Period shall be determined by (A) averaging the Lessee Leakage actually realized
by Lessee for the three most recently ended Lease Years (or all full Lease Years
if  less  than  three full Lease Years have elapsed since the Commencement Date)
(the  "Valuation  Period"),  (B) assuming that Lessee Leakage in the first Lease
Year  of  the  Determination Period is the average Lessee Leakage (as determined
under subsection (A) above) and that the Lessee Leakage in each subsequent Lease
Year  in  the Determination Period is the deemed Lessee Leakage for the previous
Lease  Year, (C) discounting the deemed Lessee Leakage in each Lease Year of the
Determination Period to then-present value at a rate of twelve percent (12%) per
annum  and  (D)  aggregating  the  sum  of  such  present  values.

          (d)     In  the event that Lessor terminates this Lease upon less than
60-days written notice pursuant to the provisions of this Article 36 or pursuant
to  any other provisions of this Lease except for the provisions allowing Lessor
to  terminate  this  Lease  under Articles 14 or 15 or upon the occurrence of an
Event of Default, the parties agree that on and after the effective date of such
termination,  hotel  personnel  employed  by  Lessee  immediately  prior  to the
effective date of termination will either be employed by Lessor or its designee,
or  Lessor  or  its  designee  will take such other action with respect to their
employment,  which  may  include  notification of the prospective termination of
their  employment,  so as, in any case, to insure that Lessee does not incur any
liability  pursuant  to  the  WARN  Act.  In that event, Lessor hereby agrees to
defend,  indemnify  and hold harmless Lessee from and against any and all manner
of  claims,  actions,  liabilities,  costs  and  expenses  (including,  without
limitation, reasonable attorneys' fees and disbursements) relating to or arising
from  Lessor's  breach  of  this  covenant,  including,  without limitation, any
liability, costs and expenses arising out of asserted or actual violation of the
requirements  of the WARN Act.  Further, Lessor or its designee shall assume all
COBRA  liabilities  and  COBRA  obligations  to  the Facility's personnel, which
Lessee shall or may incur in connection with such termination of this Lease, and
Lessor  hereby  agrees  to  defend,  indemnify and hold harmless Lessee from and
against  any  and all manner of claims, actions, liabilities, costs and expenses
(including,  without  limitation,  reasonable attorneys' fees and disbursements)
relating  to  or  resulting  from Lessor's breach of the foregoing covenant with
respect  to  COBRA  matters, including, without limitation, any liability, costs
and expenses arising out of any asserted or actual violation of the requirements
of  the  COBRA any legislation.  Upon Lessor's written request to Lessee, Lessee
shall  take  all  action that is reasonable to notify, advise and cooperate with
Lessor  in  order  to  assist  Lessor  in  complying  with the WARN Act or COBRA
legislation  and  to  mitigate Lessor's expense or liability with respect to the
WARN  Act  and  COBRA  legislation.


                                       56
<PAGE>
                                     ARTICLE
                                     -------
                                       37

     37.1.  Compliance  with  Franchise  Agreement.
            --------------------------------------

          To  the extent any of the provisions of the Franchise Agreement impose
a  greater  obligation on Lessee than the corresponding provisions of the Lease,
then  Lessee  shall  be  obligated  to  comply  with, and to take all reasonable
actions  necessary  to prevent breaches or defaults under, the provisions of the
Franchise  Agreement,  except  to  the  extent  that  Lessee  is  prevented from
complying  with  the  Franchise  Agreement  because  of  Lessor's  breach of its
obligations  to  comply with Article 38.  It is the intent of the parties hereto
that  Lessee  shall comply in every respect with the provisions of the Franchise
Agreement  so  as to avoid any default thereunder during the Term.  Lessee shall
not  terminate or enter into any modification of the Franchise Agreement without
in  each  instance  first obtaining Lessor's written consent.  Lessor and Lessee
agree  to  cooperate  fully with each other in the event it becomes necessary to
obtain  a  franchise extension or modification or a new franchise for the Leased
Property,  and  in  any  transfer  of  the  Franchise Agreement to Lessor or any
designee  thereof  or any other successor to Lessee upon the termination of this
Lease.

                                     ARTICLE
                                     -------
                                       38

     38.1.  Capital  Expenditures.
            ---------------------

          (a)     Lessor  shall  be  obligated  to  make  available to Lessee an
amount  equal  to  [4][6]%  of Room Revenues from the Facility during each Lease
Year  ("Capital  Expenditures  Allowance").  Upon  written  request by Lessee to
Lessor  stating  the specific use to be made and subject to the approval thereof
by  Lessor,  which approval shall not be unreasonably withheld, such funds shall
be made available by Lessor for Capital Expenditures; provided, however, that no
Capital  Expenditures  shall  be  made  to  purchase  property (other than "real
property" within the meaning of Treasury Regulations Section 1.856-3(d)), to the
extent  that  doing  so  would  cause  the Lessor to recognize income other than
"rents  from  real property" as defined in Section 856(d) of the Code.  Lessor's
obligation  shall  be  cumulative, but not compounded, and any amounts that have
accrued  hereunder  shall  be  payable  in  future  periods for such uses and in
accordance  with  the procedure set forth herein.  Lessee shall have no interest
in  any  accrued  obligation  of  Lessor hereunder after the termination of this
Lease.  All  Capital  Improvements  shall  be  owned  by  Lessor  subject to the
provisions  of  this  Lease.

          (b)     Lessor's obligation with respect to Capital Expenditures shall
be  limited  to  amounts  available  in  the  Capital  Expenditures  Allowance.


                                       57
<PAGE>
                                     ARTICLE
                                     -------
                                       39

     39.1.  Lessor's  Default.
            ------------------

          It  shall  be  a  breach  of  this Lease if Lessor fails to observe or
perform  any  term,  covenant  or  condition  of  this  Lease  on its part to be
performed  and  such  failure  continues  for  a  period of 30 days after Notice
thereof  from  Lessee,  unless  such  failure cannot with due diligence be cured
within  a  period  of  30 days, in which case such failure shall not be deemed a
breach if Lessor proceeds within such 30-day period, with due diligence, to cure
the  failure  and  thereafter diligently completes the curing thereof.  The time
within  which  Lessor  shall be obligated to cure any such failure also shall be
subject to extension of time due to the occurrence of any Unavoidable Delay.  If
Lessor  does  not  cure  any  such  failure within the applicable time period as
aforesaid,  Lessee  may  declare the existence of a "Lessor Default" by a second
Notice  to Lessor.  Thereafter, Lessee may forthwith cure the same in accordance
with  the  provisions  of Article 32, subject to the provisions of the following
paragraph.  Lessee  shall  have  no right to terminate this Lease for any Lessor
Default  and  no  right,  for any such Lessor Default, to offset or counterclaim
against  any  Rent  or  other  charges  due  hereunder.

          If  Lessor  shall  in  good faith dispute the occurrence of any Lessor
Default  and  Lessor, before the expiration of the applicable cure period, shall
give  Notice  thereof  to Lessee, setting forth, in reasonable detail, the basis
therefor,  no  Lessor  Default shall be deemed to have occurred and Lessor shall
have  no  obligation  with  respect  thereto  until  final adverse determination
thereof,  whether  through  arbitration or otherwise; provided, however, that in
                                                      -----------------
the event of any such adverse determination, Lessor shall pay to Lessee interest
on  any disputed funds at the Base Rate, from the date demand for such funds was
made by Lessee until the date of final adverse determination and, thereafter, at
the  Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to
resolve  any such dispute within ten (10) days after Lessor's Notice of dispute,
either  may submit the matter for determination by arbitration, but only if such
matter  is  required to be submitted to arbitration pursuant to any provision of
this  Lease,  or  otherwise  by  a  court  of  competent  jurisdiction.

                                     ARTICLE
                                     -------
                                       40

     40.1.  Arbitration.
            ------------

          Except  as  set  forth in Section 40.2, in each case specified in this
Lease  in  which  it  shall  become  necessary  to  resort  to arbitration, such
arbitration  shall  be  determined  as provided in this Section 40.1.  The party
desiring  such  arbitration shall give Notice to that effect to the other party,
and  an  arbitrator  shall be selected by mutual agreement of the parties, or if
they  cannot  agree  within  30  days of such notice, by appointment made by the
American  Arbitration  Association  ("AAA") from among the members of its panels
who  are  qualified  and  who  have  experience in resolving matters of a nature
similar  to  the  matter  to  be  resolved  by  arbitration.


                                       58
<PAGE>
     40.2.  Alternative  Arbitration.
            -------------------------

          In  each  case specified in this Lease for a matter to be submitted to
arbitration  pursuant  to  the  provisions of this Section 40.2, Lessor shall be
entitled  to  designate  any  nationally  recognized  accounting  firm  with  a
hospitality  division  of  which  Lessor  or  an  Affiliate  of  Lessor is not a
significant  client  to serve as arbitrator of such dispute within 15 days after
written  demand  for  arbitration  is  received or sent by Lessor.  In the event
Lessor fails to make such designation within such 15-day period, Lessee shall be
entitled  to  designate  any  nationally  recognized  accounting  firm  with  a
hospitality  division  of  which  Lessee  or  an  Affiliate  of  Lessee is not a
significant  client  to serve as arbitrator of such dispute within 15 days after
Lessor  fails  to  timely  make  such  designation.  In  the event no nationally
recognized  accounting  firm  satisfying  such  qualifications  is available and
willing to serve as arbitrator, the arbitration shall instead be administered as
set  forth  in  Section  40.1.

     40.3.  Arbitration  Procedures.
            ------------------------


          In  any  arbitration  commenced  pursuant  to Sections 40.1 or 40.2, a
single  arbitrator  shall  be  designated  and  shall  resolve the dispute.  The
arbitrator's  decision  shall be binding on all parties and shall not be subject
to further review or appeal except as otherwise allowed by applicable law.  Upon
the  failure  of  either  party  (the  "non-complying party") to comply with his
decision,  the arbitrator shall be empowered, at the request of the other party,
to  order such compliance by the non-complying party and to supervise or arrange
for  the  supervision of the non-complying party's obligation to comply with the
arbitrator's  decision,  all  at the expense of the non-complying party.  To the
maximum  extent  practicable,  the  arbitrator  and  the parties, and the AAA if
applicable, shall take any action necessary to insure that the arbitration shall
be  concluded  within  90  days  of  the  filing  of such dispute.  The fees and
expenses  of  the arbitrator shall be shared equally by Lessor and Lessee except
as  otherwise  specified above in this Section 40.3.  Unless otherwise agreed in
writing  by  the  parties  or  required by the arbitrator or AAA, if applicable,
arbitration  proceedings  hereunder  shall  be  conducted  in  the  State.
Notwithstanding formal rules of evidence, each party may submit such evidence as
each  party  deems  appropriate to support its position and the arbitrator shall
have  access  to and right to examine all books and records of Lessee and Lessor
regarding  the  Facility  during  the  arbitration.

                            [Signature Page follows]


                                       59
<PAGE>
IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Lease  by  their duly
authorized  representatives  as  of  the  date  first  above  written.

                    LESSOR:
                    ------

                    HHLP  VALLEY  FORGE  ASSOCIATES, a
                    Pennsylvania  limited  partnership

                    By:  HERSHA  HOSPITALITY,  LLC,  a  Virginia  limited
                         liability  company,  its  sole  General  Partner

                         By:  HERSHA  HOSPITALITY  LIMITED
                              PARTNERSHIP,  a  Virginia  limited  partnership,
                              its  sole  member

                              By:  HERSHA  HOSPITALITY  TRUST,  a
                                   Maryland  real  estate  investment trust, its
                                   General  Partner



                                   By:
                                       ----------------------------------
                                       Hasu P. Shah,  President


                    LESSOR:
                    ------

                    HERSHA  HOSPITALITY  MANAGEMENT,  L.P.,  a
                    Pennsylvania  limited  partnership

                    By:  HERSHA  HOSPITALITY MANAGEMENT CO., a
                         Pennsylvania corporation, its General
                         Partner



                         By:
                             ------------------------------------
                               K.D.  Patel,  President


                                       60
<PAGE>
                                    EXHIBIT A

                              PROPERTY DESCRIPTION



                                      A-1
<PAGE>
                                    EXHIBIT B

                                OTHER PROPERTIES

The  following  hotels  (excluding  the  Leased  Property):




                                      B-1
<PAGE>
                                    EXHIBIT C

                           PERCENTAGE RENT PROVISIONS

              Sleep Inn Mainstay Suites, Valley Forge, Pennsylvania

INITIAL FIXED RENT:             $1,352,010

BASE RENT:                      $  613,798

PERCENTAGE RENT:

     FIRST TIER
     ROOM REVENUE PERCENTAGE:        43.7 %

     FIRST ANNUAL ROOM
     REVENUES BREAK POINT:      $2,434,590

     SECOND TIER
     ROOM REVENUE PERCENTAGE:         65.0%

     SECOND ANNUAL ROOM
     REVENUES BREAK POINT:      $2,864,224

     THIRD TIER
     ROOM REVENUE PERCENTAGE:         29.0%

     OTHER REVENUE PERCENTAGE:         8.0%


                                      C-1
<PAGE>