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                                                                    EXHIBIT 10.5



                                    GUARANTY

         THIS GUARANTY  (this  "Guaranty")  is made this 15th day of June,  2001
(the "Effective Date"), by and between Marriott International,  Inc., a Delaware
corporation  ("Guarantor"),  and HPT TRS MI-135,  INC.,  a Delaware  corporation
("Tenant").

                                    RECITALS:

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

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

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

         D. Guarantor, HPT, Landlord and Tenant are, inter alia, parties to that
certain  Agreement to Assign,  Release,  Franchise and Manage dated of even date
herewith (the  "Agreement to Lease") with respect to the  Additional  Properties
and the  Initial  Properties  (each of the four (4)  Additional  Properties  and
thirty-one   (31)  Initial   Properties  a  "Property"  and   collectively   the
"Properties").

         E. As a condition  precedent to closing  under the  Purchase  Contracts
with  respect to each  Additional  Property,  and as a  condition  precedent  to
consummating,  from time to time, the transactions contemplated by the Agreement
to Lease with respect to each Additional Property and each Initial Property: (i)
Tenant is to lease each such Property  from the  applicable  Landlord,  and (ii)
simultaneously  with  each such  Property
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being leased (or the lease for such Property being assigned, as applicable), the
Affiliate of Guarantor whose business includes managing the brand of hotel under
which  such  Property  is being  operated,  acting  in its  capacity  as a hotel
management  company (each a "Manager" and collectively  the  "Managers"),  is to
enter into a management agreement or confirmation thereof, as applicable (as the
same may be amended from time to time  pursuant to the terms of the Agreement to
Lease or thereof, each a "Management Agreement" and collectively the "Management
Agreements")  with  Tenant  pursuant  to which such  Manager  shall  manage such
Property.

         F.  From and after the date each  Property  is leased by  Tenant,  such
Property  shall  constitute a "Portfolio  Property"  and all of such  Properties
shall collectively constitute the "Portfolio Properties."

         G. The revenues generated by the operations of the Portfolio Properties
are being  pooled for  purposes of paying  operating  expenses of the  Portfolio
Properties,  fees and other amounts due to  Guarantor,  the Managers and Tenant,
and distributions to various other persons,  and working capital and reserves of
the Portfolio  Properties are being managed on a pooled basis, all pursuant to a
Pooling  Agreement dated of even date herewith between  Guarantor,  the Managers
and Tenant (the "Pooling Agreement").

         H. It is a further  condition  precedent to closing  under the Purchase
Contracts with respect to each  Additional  Property,  and to  consummating  the
transactions  contemplated  by the  Agreement  to  Lease  with  respect  to each
Additional  Property and each Initial  Property,  that Guarantor  provide Tenant
with this Guaranty.

         I.  The  transactions  contemplated  by  the  Purchase  Contracts,  the
Agreement  to Lease,  the Leases,  the  Pooling  Agreement,  and the  Management
Agreements are of direct, material and substantial benefit to Guarantor.

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


                                    SECTION 1

                                  DEFINED TERMS

         Capitalized  terms  used  herein  but  not  otherwise  defined  in this
Guaranty  shall  have the  meanings  ascribed  to such  terms in the  Management
Agreements,  and if not so defined  therein,  then in  Agreement to Lease or the
Pooling Agreement, as applicable.  The following terms as used in this Agreement
shall have the meanings set forth below:

         "Aggregate  Amount  Funded"  is the  cumulative  amount  of  Guaranteed
Amounts  funded by Guarantor  hereunder to the extent that  Aggregate  Operating
Profit  and/or   Operating  Profit  of  the  Properties,   as  applicable,   was
insufficient  to fund  payment  of such

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amounts  pursuant  to the  terms  of the  Pooling  Agreement  and/or  Management
Agreements, as applicable.

         "Business  Day"  shall  have the  meaning  set forth in the  Management
Agreements.

         "Guaranteed  Amounts"  is  a  collective  reference  to  the  Aggregate
Tenant's  First  Priority  and the  Tenant's  First  Priority (to the extent not
included  in  Aggregate  Tenant's  First  Priority)  then due under  each of the
Management  Agreements  during the Guaranty Term determined as though  Aggregate
Gross  Revenue,  Gross  Revenue (to the extent not included in  Aggregate  Gross
Revenue),  Aggregate  Operating  Profit or  Operating  Profit (to the extent not
included in Aggregate  Operating Profit) are at all times sufficient to pay such
Aggregate  Tenant's  First  Priority and the Tenant's  First  Priority when due,
including  that  which  is or  becomes  due on  the  first  day  of a  Portfolio
Accounting  Period, by acceleration or otherwise to the full extent provided for
in the Management Agreements,  but specifically excluding any Aggregate Tenant's
First  Priority or Tenant's  First Priority in excess of that payable during the
Guaranty Term absent such acceleration.

         "Guaranty  Limit"  shall mean an amount  equal to Fifty  Million  Eight
Hundred  Seventy Eight Thousand Five Hundred Dollars  ($50,878,500).  If (a) any
Portfolio  Property  shall  cease to be subject  to a  Management  Agreement  in
accordance with the terms of such applicable Management Agreement for any reason
other than a Manager Default thereunder,  or (b) a Tenant  Deconsolidation Event
shall occur with respect to any  Portfolio  Property,  or (c) if the  applicable
Purchase  Contract shall be terminated in accordance with its terms with respect
to any  Additional  Property or the Agreement to Lease shall be terminated  with
respect to any Initial  Property or any  Additional  Property,  in each instance
prior to such  Additional  Property  or Initial  Property  becoming a  Portfolio
Property,  for any reason other than a default by Marriott or one or more of the
Affiliates of Marriott  which are a party  thereto,  the Guaranty Limit shall be
reduced  by an amount  equal to (i) the  Guaranty  Limit at such time  minus the
Aggregate  Amount  Funded at such  time,  (ii)  multiplied  by a  fraction,  the
numerator of which is the annual  Tenant's First Priority for the affected Hotel
and  the  denominator  of  which  is  the  Aggregate   Tenant's  First  Priority
immediately prior to such reduction.

         "Tenant's  First Priority  Coverage"  shall mean,  for any period,  the
quotient of (i) the Aggregate  Operating Profit for such Tenant's First Priority
Coverage Period,  divided by (ii) the Aggregate Tenant's First Priority for such
Tenant's  First Priority  Coverage  Period.  The Properties  used in making such
calculation  shall include only those Properties which are Portfolio  Properties
at the time of calculation.

         "Tenant's  First  Priority  Coverage  Period"  shall mean any period of
thirteen (13)  consecutive  Portfolio  Accounting  Periods used to calculate the
subject Tenant's First Priority  Coverage,  provided however,  that no Portfolio
Accounting  Period  shall be  eligible  for  inclusion  in such  Tenant's  First
Priority  Coverage  Period  prior to the first  Portfolio  Accounting  Period in
which, as of the first day of such Portfolio  Accounting  Period,  the Lease has
been  made  applicable  to all  of  the  Properties  (excluding  any

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Additional  Properties with respect to which the applicable Purchase Contract or
any  Initial  Properties  or  Additional  Properties  with  respect to which the
Agreement to Lease has been terminated).


                                    SECTION 2

                                    GUARANTY

         Subject to the terms,  provisions  and  limitations  of this  Guaranty,
Guarantor  hereby  unconditionally  guarantees to Tenant the full,  complete and
timely  payment to  Tenant,  without  deduction  by reason of any  set-off,  the
payment of the  Guaranteed  Amounts,  without  regard to any  inadequacy  of the
Aggregate Operating Profit,  Operating Profit,  Aggregate Gross Revenue or Gross
Revenue.

         If during the  Guaranty  Term,  Tenant shall fail to receive all or any
portion of the Guaranteed  Amounts when due,  Guarantor  shall pay to Tenant all
Guaranteed  Amounts  due  and  unpaid.  Guarantor  shall  make  payment  of such
Guaranteed  Amounts  within four (4)  Business  Days of receipt by  Guarantor of
notice from  Tenant of  Tenant's  failure to receive  such  Guaranteed  Amounts.
Interest at the Overdue  Rate shall  accrue and be owing and due by Guarantor to
Tenant for any  Guaranteed  Amounts not paid within such four (4)  Business  Day
period.

         In  the  event  Guarantor  and a  Manager  should  each  pay  the  same
Guaranteed  Amount to Tenant,  Tenant shall  promptly  return to  Guarantor  the
Guaranteed  Amount (or portion  thereof) which was paid by both of Guarantor and
such Manager.


                                    SECTION 3

                                  GUARANTY TERM

         (a) The  Guaranty  Term  (the  "Guaranty  Term")  shall  be the  period
commencing on the Effective Date and ending on the earlier to occur of:

                  (i)      the date on which  the  Aggregate  Amount  Funded  by
                           Guarantor  as of such  date  equals  or  exceeds  the
                           Guaranty Limit; or

                  (ii)     the last day of the  first  Tenant's  First  Priority
                           Coverage  Period for which  Tenant's  First  Priority
                           Coverage equals or exceeds 1.3; or

                  (iii)    11:59 p.m. on December 31, 2005.

         (b) To confirm that the Aggregate Amount Funded by Guarantor  hereunder
equals or  exceeds  the  Guaranty  Limit,  Guarantor  shall  send a notice  (the
"Guaranty  Limit  Notice") to Tenant which notice shall  include (a) a statement
from  Guarantor's

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independent  outside  auditor  affirming  that such  auditor  has  reviewed  the
Aggregate  Amount  Funded  determination  of Guarantor and has found no material
errors or  omissions  therein,  (b) a  certificate  of an officer  of  Guarantor
affirming the accuracy and completeness of Aggregate Amount Funded determination
of Guarantor,  and (c) a copy of the calculation of the Aggregate  Amount Funded
determination  of  Guarantor.  Tenant,  at its sole cost and expense  (except as
provided  hereinbelow),  shall be  entitled to perform an  independent  audit to
confirm the accuracy of any such determination submitted by Guarantor,  provided
Tenant  provides  notice to Guarantor of its intent to perform such audit within
ninety  (90) days  after  Guarantor's  giving of the  Guaranty  Limit  Notice to
Tenant.  If Tenant timely notifies  Guarantor of its intent to audit, such audit
shall be  commenced  not later than  ninety (90) days after  Tenant's  giving of
notice of its intent to audit to Guarantor,  and completed within a commercially
reasonable period of time thereafter,  provided, however, that Tenant shall have
such longer  period to complete  such audit as may be  reasonably  required as a
result of  Guarantor's  or its  Affiliates'  failure or delay in  cooperating as
reasonably   requested  by  Tenant  in  connection  with  such  audit.  If  such
independent  audit establishes that the Aggregate Amount Funded by Guarantor did
not equal or exceed the Guaranty Limit, the Guaranty Term shall not end pursuant
to clause (i) of this Section 3, but shall continue, subject nevertheless to all
of the terms and conditions hereof (including without limitation this Section 3)
and,  unless  such  Guaranty  Term Notice was  inaccurate  due to  incorrect  or
incomplete material provided by Tenant, the reasonable third-party costs of such
audit shall be borne by Guarantor.

         (c) To confirm that the  Tenant's  First  Priority  Coverage has met or
exceeded the 1.3 ratio threshold set forth in clause (ii) hereinabove, Guarantor
shall send a notice  ("Coverage  Test  Notice")  to Tenant  which  notice  shall
include (a) a statement from Guarantor's  independent  outside auditor affirming
that such auditor has reviewed the  determination  for the  applicable  Tenant's
First  Priority  Coverage  Period and has found no material  errors or omissions
therein, (b) a certificate of an officer of Guarantor affirming the accuracy and
completeness  of the  determination  for the applicable  Tenant's First Priority
Coverage  Period  calculation,  and (c) a copy of the  calculations  of Tenant's
First Priority Coverage determination for the applicable Tenant's First Priority
Coverage  Period.  Tenant,  at its sole cost and  expense  (except  as  provided
hereinbelow),  shall be entitled to perform an independent  audit to confirm the
accuracy of any Tenant's  First  Priority  Coverage  determination  submitted by
Guarantor, provided Tenant provides notice to Guarantor of its intent to perform
such audit within ninety (90) days after Guarantor's giving of the Coverage Test
Notice to Tenant.  If Tenant timely  notifies  Guarantor of its intent to audit,
such audit shall be  commenced  not later than  ninety (90) days after  Tenant's
giving of notice of its intent to audit to  Guarantor,  and  completed  within a
commercially  reasonable  period of time  thereafter,  provided,  however,  that
Tenant shall have such longer period to complete such audit as may be reasonably
required  as a result of  Guarantor's  or its  Affiliates'  failure  or delay in
cooperating as reasonably  requested by Tenant in connection with such audit. If
such  independent  audit  establishes  that the subject  Tenant's First Priority
Coverage  being  audited  did not equal or exceed the  aforementioned  1.3 ratio
threshold,  the  Guaranty  Term shall not end  pursuant  to clause  (ii) of this
Section  3, but shall  continue,  subject  nevertheless  to all of the terms and
conditions hereof (including without limitation this Section 3) and, unless

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such Coverage Test Notice was inaccurate due to incorrect or incomplete material
provided  by Tenant,  the  reasonable  third-party  costs of such audit shall be
borne by Guarantor.


                                    SECTION 4

                         SPECIAL TERMINATION PROVISIONS

         Notwithstanding any term or provision to the contrary contained herein,
if either of the following events shall occur,  this Guaranty shall terminate in
its entirety on the earlier to occur of:

         (i) a  transfer  of its  leasehold  interest  in  any of the  Portfolio
Properties  by  Tenant  (other  than  to HPT or to any  wholly-owned  direct  or
indirect  subsidiary  of HPT) for which the  Tenant's  First  Priority  Coverage
determined  solely  for the  Portfolio  Property  or  Properties  in which  such
interest is being  transferred  exceeds the Tenant's First Priority Coverage for
all of the Portfolio  Properties  then subject to the Pooling  Agreement for the
then-most recently ended Portfolio Accounting Period; or

         (ii) a transfer of any interest in any of the Properties by Tenant to a
Person  who  meets any one of the  criteria  set  forth in  Sections  10.02.A(a)
through (d) of the Management  Agreements or by Landlord which fails to meet the
requirements of the Owners Agreement .

         Within  fifteen (15) Business Days of its receipt of a written  request
therefor  from Tenant,  Guarantor  agrees that it will advise  Tenant in writing
whether or not  Guarantor  would  declare this  Guaranty  terminated  due to the
occurrence of either event set forth hereinabove.  Any such written request from
Tenant  must  contain  such  information  as may  be  reasonably  necessary  for
Guarantor to determine if either event would occur,  including  all  information
necessary  for Guarantor to determine if any of the events set forth in Sections
10.02.A(a) through (d) of the Management Agreements would occur.


                                    SECTION 5

                         SPECIAL MODIFICATION PROVISIONS

         In the event any of the  following  events shall occur,  this  Guaranty
shall be modified as set forth hereinbelow:

         (i) if  the  Management  Agreement  is  terminated  with  respect  to a
Portfolio  Property pursuant to the terms and provisions  thereof,  other than a
termination  of a  Management  Agreement  with  respect to a  Property  due to a
Manager Default; or

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         (ii) if either  Tenant or Landlord  shall  transfer  its  interest  any
Property  to a  Person  other  than HPT or a  wholly-owned  direct  or  indirect
subsidiary of HPT or as otherwise  permitted by Section 10.02 of the  applicable
Management  Agreement or in violation of any  applicable  provision of the Owner
Agreement.

         As used herein, the term "Deleted Property" shall mean that Property or
Properties referenced in Subsections (i) and/or (ii) hereinabove.

         In the event either of the above-described  events shall occur (a) this
Guaranty  shall not apply to the  Tenant's  First  Priority (or pro rata portion
thereof)  for the  Deleted  Property  accruing  from and  after the date of such
event, and (b) with respect to all periods subsequent to the events set forth in
subsections (i) and/or (ii)  hereinabove,  the terms "Tenant's' First Priority,"
"Aggregate  Tenant's  First  Priority," and "Tenant's  First Priority  Coverage"
shall refer only to the Portfolio  Properties other than the Deleted Properties,
and  the  term  "Aggregate  Amount  Funded"  shall  refer  to the sum of (I) all
Guaranteed Amounts paid by Guarantor hereunder for all Properties up to the date
of such event, and (II) all Guaranteed  Amounts paid by Guarantor  hereunder for
Properties other than Deleted Properties from and after the date of such event.


                                    SECTION 6

                         CONSENT TO MANAGEMENT AGREEMENT

         Guarantor hereby unconditionally  consents to the terms, covenants, and
conditions of the Management Agreements.


                                    SECTION 7

                              WAIVERS BY GUARANTOR

         Guarantor hereby waives notice of acceptance of this Guaranty by Tenant
and any and all notices and demands of every kind and  description  which may be
required  to be given by any statute or rule of law.  Guarantor  agrees that the
liability of Guarantor  hereunder  shall in no way be affected,  diminished,  or
released  by (i) any  forbearance  or  indulgence  which may be  granted  to any
Manager (or to any successor thereto or to any person or entity which shall have
assumed the obligations  thereof),  or (ii) any waiver or amendment of any term,
covenant, or condition in any Management Agreement,  the Pooling Agreement,  any
Existing  Lease  or  other  Incidental  Document,  or (iii)  the  acceptance  of
additional security.


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                                    SECTION 8

                             ENFORCEMENT BY LANDLORD

         A. Other Rights:  Subject to the terms and  provisions of this Section,
Guarantor agrees that this Guaranty may be enforced by Tenant without  enforcing
any rights it may have  against any other  Person or any  collateral.  Guarantor
further agrees that nothing herein  contained shall prevent Tenant from suing on
any of the Management Agreements, the Pooling Agreement, the Agreement to Lease,
any Existing Lease or any other Incidental Document or from exercising any other
right  available  to it under  any of the  Management  Agreements,  the  Pooling
Agreement,  the Agreement to Lease,  any Existing Lease or any other  Incidental
Document or against any other Person.  The exercise of any of the aforementioned
rights  shall not  constitute a legal or equitable  discharge of  Guarantor,  it
being the  purpose  and  intent of  Guarantor  that its  obligations  under this
Guaranty  shall be absolute  and  unconditional  until the  termination  of this
Guaranty pursuant to the terms of this Guaranty.

         B. Payment of Expenses:  Guarantor agrees, as principal obligor and not
as a guarantor  only, to pay to Tenant  forthwith  upon demand,  in  immediately
available  Federal  funds,  all costs and expenses to third  parties  (including
court costs and  reasonable  legal  expenses)  incurred or expended by Tenant in
connection  with the  enforcement  of this  Guaranty,  together with interest on
amounts  recoverable  under this Guaranty from the time such amounts  become due
until payment at the Disbursement Rate. Guarantor's covenants and agreements set
forth in this section shall survive the termination of this Guaranty.


                                    SECTION 9

                       CLAIMS BY GUARANTOR AGAINST MANAGER

         Nothing hereunder contained shall operate as a release or discharge, in
whole or in part, of any claim of Guarantor  against any Manager by  subrogation
or  otherwise,  by  reason  of any act  done or any  payment  made by  Guarantor
pursuant  to the  provisions  of this  Guaranty;  but all such  claims  shall be
subordinate to the claims of Tenant.


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<PAGE>


                                   SECTION 10

                                     NOTICES

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

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

         C. All such notices shall be addressed,

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

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

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


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<PAGE>


and a copy to:             Venable, Baetjer and Howard, LLP
                           1800 Mercantile Bank and Trust Building
                           2 Hopkins Plaza
                           Baltimore, Maryland 21201
                           Attn:  James D. Wright, Esq.
                           Telecopier: (410) 244-7742


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

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

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


                                   SECTION 11

                          APPLICABLE LAW; JURISDICTION

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

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of competent  jurisdiction  in the State of Maryland shall have  jurisdiction in
any proceeding  instituted to enforce this Guaranty or any provision  hereof and
any objections to venue are hereby waived.


                                   SECTION 12

                                 BINDING EFFECT

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


                                   SECTION 13

                                  SEVERABILITY

         In case any provision (or any part of any provision)  contained in this
Guaranty shall for any reason be held to be invalid, illegal or unenforceable in
any respect,  such invalidity,  illegality or unenforceability  shall not affect
any other  provision  (or  remaining  part of the  affected  provision)  of this
Guaranty,  but this  Guaranty  shall be construed as if such  provision (or part
thereof)  had  never  been  made  to  the  extent  it  is  invalid,  illegal  or
unenforceable.


                                   SECTION 14

                                     GRAMMAR

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


                                   SECTION 15

                               TIME OF THE ESSENCE

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


                                       11
<PAGE>

                                   SECTION 16

                                    CAPTIONS

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


                                   SECTION 17

                                  MISCELLANEOUS

         A. Unenforceability of Guaranteed  Obligations,  Etc. If any Manager is
for any reason  (other  than by reason of any waiver,  discharge  or other event
pursuant to the terms of the Management Agreements) under no legal obligation to
pay any of the  Guaranteed  Amounts,  or if any  other  moneys  included  in the
Guaranteed  Amounts have become  unrecoverable  from any Manager by operation of
law or for any other  reason,  the  obligations  of Guarantor  contained in this
Guaranty shall nevertheless remain in full force and effect and shall be binding
upon Guarantor.

         B.  Consents  and Waivers.  Guarantor  hereby  acknowledges  receipt of
correct  and  complete  copies  of the  Management  Agreements  and the  Pooling
Agreement,  and consents to all of the terms and provisions thereof, as the same
may be from time to time hereafter amended or changed in accordance therewith or
the Agreement to Lease,  and waives (a) notice of any default  hereunder and any
default,  breach or  nonperformance  or any  Default  or Event of  Default  with
respect to any of the Guaranteed Amounts under the Management  Agreements or the
Pooling  Agreement,  (b)  demand  for  performance  or  observance  of,  and any
enforcement  of any  provision  of, or any  pursuit or  exhaustion  of rights or
remedies against the Managers,  under or pursuant to the Management  Agreements,
or any agreement directly or indirectly relating thereto and any requirements of
diligence or promptness on the part of Tenant in connection  therewith,  and (c)
to the extent  Guarantor  lawfully  may do so, any and all demand and notices of
every  kind and  description  with  respect  to the  foregoing  or which  may be
required  to be given by any  statute or rule of law and any defense of any kind
which it may now or hereafter  have with respect to this  Guaranty,  the Pooling
Agreement, the Management Agreements or the Guaranteed Amounts.

         C. No Impairment. The obligations,  covenants, agreements and duties of
Guarantor under this Guaranty shall not be affected or impaired by any waiver by
Tenant of all of the Guaranteed  Amounts or the performance or observance by the
Managers of any of the agreements,  covenants,  terms or conditions contained in
the Management  Agreements or any indulgence in or the extension of the time for
payment or  performance  by the  Managers  of any  amounts  payable  under or in
connection with the Management  Agreements or any other  instrument or agreement
relating  to the  Guaranteed  Amounts  or of the  time  for

                                       12
<PAGE>

performance by the Managers of any other obligations under or arising out of any
of the foregoing or the extension or renewal  thereof,  or the  modification  or
amendment  (whether material or otherwise) of any duty,  agreement or obligation
of the Managers set forth in any of the Management Agreements,  or the voluntary
or involuntary sale or other  disposition of all or substantially all the assets
of any of the Managers or insolvency,  bankruptcy,  or other similar proceedings
affecting  any of the  Managers  or any  assets of any of the  Managers,  or the
release or discharge of any of the Managers from the  performance  or observance
of any  agreement,  covenant,  term or  condition  contained  in any  agreement,
covenant,  term or condition  contained in any of the  foregoing by operation of
law, or any other cause, whether similar or dissimilar to the foregoing.

         D.  Reimbursement,  Subrogation,  Etc.  Guarantor  hereby covenants and
agrees  that  it  shall  not  enforce  or  otherwise   exercise  any  rights  of
reimbursement,  subrogation,  contribution  or other similar  rights against the
Managers or any other person with respect to the Guaranteed Amounts prior to the
payment  in  full  of the  obligations  of the  Managers  under  the  Management
Agreements.   Until  all  obligations  of  the  Managers  under  the  Management
Agreements  shall have been paid and performed in full,  Guarantor shall have no
right of  subrogation,  and Guarantor  waives any defense it may have based upon
any election of remedies by Tenant which destroys Guarantor's subrogation rights
or  Guarantor's  rights to  proceed  against  the  Managers  for  reimbursement,
(including,  without  limitation,  any loss of rights  Guarantor  may  suffer by
reason of any rights,  powers or remedies of the Managers in connection with any
anti-deficiency  laws or any other laws limiting,  qualifying or discharging the
indebtedness to Tenant).

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

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

         G.  Counterpart.  The parties agree that this Guaranty may be signed in
counterpart.

                                       13
<PAGE>

         H. Other  Agreements.  Tenant  acknowledges and agrees that any advance
made by  Guarantor  to Landlord of amounts  guaranteed  pursuant to that certain
Amended and Restated  Limited Rent Guaranty of even date herewith from Guarantor
to Landlord with respect to the Existing Leases shall be deemed to be an advance
made  pursuant  to this  Guaranty  for all  purposes  hereof and of the  Pooling
Agreement  and the  Management  Agreements,  and the amount of any such  advance
shall be included in calculating the Aggregate Amount Funded hereunder.

                   [Signatures appear on the following page.]


                                       14
<PAGE>


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

                                   GUARANTOR:

WITNESS:                           MARRIOTT INTERNATIONAL, INC.


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


                                   TENANT:

WITNESS:                           HPT TRS MI-135, INC.


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





                                       15
<PAGE>





                                    EXHIBIT A


                      Additional Limited Service Properties

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






                                       16

<PAGE>




                                    EXHIBIT B

                               Initial Properties

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




                                       17