PURCHASE AGREEMENT
                               ------------------

     THIS  PURCHASE  AGREEMENT,  dated  as  of  the  ___  day of ________  2001,
between 3244 ASSOCIATES, a Pennsylvania limited partnership ( the "Seller"), and
HHLP  VALLEY  FORGE  ASSOCIATES,  a  Pennsylvania  limited  partnership  (the
"Purchaser"),  provides:


                                    ARTICLE 1
                                    ---------
                       DEFINITIONS; RULES OF CONSTRUCTION
                       ----------------------------------

     1.1     Definitions.   The  following  terms  shall  have  the  indicated
             ------------
meanings:

          "Act  of  Bankruptcy"  shall  mean  if  a  party hereto or any general
          ---------------------
partner  thereof  shall  (a)  apply for or consent to the appointment of, or the
taking  of possession by, a receiver, custodian, trustee or liquidator of itself
or  of  all  or  a  substantial  part  of its property, (b) admit in writing its
inability to pay its debts as they become due, (c) make a general assignment for
the  benefit  of  its  creditors,  (d)  file  a voluntary petition or commence a
voluntary  case  or  proceeding  under  the  Federal  Bankruptcy Code (as now or
hereafter  in  effect),  (e)  be adjudicated a bankrupt or insolvent, (f) file a
petition  seeking  to  take  advantage  of any other law relating to bankruptcy,
insolvency,  reorganization,  winding-up  or composition or adjustment of debts,
(g)  fail  to  controvert  in  a  timely and appropriate manner, or acquiesce in
writing  to,  any petition filed against it in an involuntary case or proceeding
under  the  Federal Bankruptcy Code (as now or hereafter in effect), or (h) take
any  corporate  or  partnership  action  for the purpose of effecting any of the
foregoing;  or  if  a  proceeding  or  case  shall  be  commenced,  without  the
application  or consent of a party hereto or any general partner thereof, in any
court  of  competent  jurisdiction  seeking (1) the liquidation, reorganization,
dissolution  or winding-up, or the composition or readjustment of debts, of such
party  or general partner, (2) the appointment of a receiver, custodian, trustee
or liquidator or such party or general partner or all or any substantial part of
its  assets,  or  (3) other similar relief under any law relating to bankruptcy,
insolvency,  reorganization,  winding-up  or composition or adjustment of debts,
and  such  proceeding or case shall continue undismissed; or an order (including
an  order for relief entered in an involuntary case under the Federal Bankruptcy
Code,  as  now  or hereafter in effect) judgment or decree approving or ordering
any of the foregoing shall be entered and continue unstayed and in effect, for a
period  of  60  consecutive  days.

          "Assignment  and  Assumption  Agreement"  shall  mean  that  certain
          ----------------------------------------
assignment  and  assumption  agreement  whereby  the  Seller (a) assigns and the
Purchaser  assumes  the  Leases,  (b)  assigns  and  the  Purchaser  assumes the
Operating  Agreements that have not been canceled at Purchaser's request and (c)
assigns  all  of the Seller's right, title and interest in and to the Intangible
Personal  Property,  to  the  extent  assignable.

          "Authorizations"  shall  mean  all  licenses,  permits  and  approvals
          ----------------
required  by  any governmental or quasi-governmental agency, body or officer for
the  ownership,  operation  and  use  of  the  Property  or  any  part  thereof.

          "Bill of Sale -Personal Property" shall mean that certain bill of sale
          ---------------------------------
conveying  title to the Tangible Personal Property, Intangible Personal Property
and  the  Reservation  System  to  the  Purchaser's  property manager, lessee or
designee.


<PAGE>
          "Closing"  shall  mean  the  closing  of  the sale and purchase of the
          ---------
Property.

          "Closing  Date"  shall  mean  the  date  on  which the Closing occurs.
          ---------------

          "Deed"  shall  mean  that  certain  deed  conveying  title to the Real
          ------
Property  with general warranty covenants of title from the existing title owner
to  the  Purchaser, subject only to Permitted Title Exceptions.  If there is any
difference  between  the description of the Land, as shown on Exhibit A atatched
                                                              ---------
hereto  and  the description of the Land as shown on the Survey, the description
of  the  Land  to  be  contained in the Deed and the description of the Land set
forth  in  the  Title  Commitment  shall conform to the description shown on the
Survey.

          "Deposit"  shall mean all amounts deposited from time to time with the
           -------
Escrow  Agent  by  the  Purchaser  pursuant  to  Sections  2.2 and 6.1, plus all
                                                 ---------------------
interest  accrued  thereon.  The Deposit shall be held by the Escrow Agent in an
interest-bearing account of a federally-insured bank or banks, and shall be held
and  disbursed  by  the  Escrow  Agent  in  strict accordance with the terms and
provisions  of  this  Agreement.

          "Escrow  Agent"  shall  mean  the  Sentinel  Agency, 2146 North Second
          ---------------
Street,  Harrisburg,  Pennsylvania  17110,  Telephone:  717/234-2666,  Fax:
717/234-8198.

          "Governmental  Body"  means  any  federal,  state,  municipal or other
          --------------------
governmental  department,  commission, board, bureau, agency or instrumentality,
domestic  or  foreign.

          "Guest  Ledger"  shall mean that certain guest ledger dated as of June
           -------------
1,  2001,  certified  by  the  Seller,  a  copy  of  which is attached hereto as
Exhibit C.  The  Guest Ledger shall be updated and recertified as of the Closing
-------
Date.

          "Hotel"  shall  mean  the  hotel  and related amenities located on the
          -------
Land.

          "Improvements"  shall  mean  the  Hotel  and  all  other  buildings,
          --------------
improvements,  fixtures  and  other  items  of  real estate located on the Land.

          "Income  Tax  Certificate"  shall  mean  the  affidavit  of the Seller
           ------------------------
certifying  (i)  that  the  Seller  or the existing title owner is not a foreign
corporation,  foreign  partnership,  foreign  trust,  foreign  estate or foreign
person  (as  those terms are defined in the Internal Revenue Code and the Income
Tax  Regulations)  under  Section  1445  of  the Internal Revenue Code, (ii) the
information  to  complete  IRS Form 1099S, and (iii) the information to complete
any  required state income or recordation tax reporting requirement, prepared by
counsel  to the Purchaser and in form and substance reasonably acceptable to the
Purchaser.

          "Intangible  Personal  Property"  shall  mean  all intangible personal
           ------------------------------
property  owned  or  possessed  by  the  Seller  and used in connection with the
ownership,  operation,  leasing,  occupancy  or  maintenance  of  the  Property,
including,  without  limitation, the right to use any trade name associated with
the  Real  Property and all variations thereof, all of the Leases and any future
leases  of  space  in  the  Property,  all Operating Agreements, Authorizations,
escrow  accounts,  insurance  policies,  general  intangibles, business records,
plans  and specifications, surveys and title insurance polices pertaining to the


                                        2
<PAGE>
Real  Property, the Tangible Personal Property and intangible personal property,
all licenses, permits and approvals with respect to the construction, ownership,
operation,  leasing,  occupancy  or  maintenance  of the Property and any unpaid
award for taking by condemnation or any damage to the Land by reason of a change
of grade or location of or access to any street or highway, and the share of the
Tray Ledger determined under Section 6.5, but excluding (i) any of the aforesaid
                             -------
rights  the  Purchaser elects not to acquire and (ii) the Seller's cash on hand,
in  bank  accounts  and  invested  with  financial  institutions,  and (iii) the
accounts  receivable  except  for  the above described share of the Tray Ledger.

          "Inventory"  shall  mean  all  "inventories  of  merchandise"  and
           ---------
''inventories  of  supplies", as such terms are defined in the Uniform System of
Accounts  for  Hotels  [8th  Revised  Edition,  1986]  as published by the Hotel
Association of New York City, Inc., as revised, and similar consumable supplies.

          "Land"  shall  mean that certain parcel of real estate lying and being
          ------
located at  440 American Avenue, King Prussia, Upper Merion Township, Montgomery
County, Pennsylvania, more commonly known as the Sleep Inn & Mainstay Suites, as
more  particularly  described  on  Exhibit  A attached hereto, together with all
                                   ----------
easements,  rights,  privileges,  remainders,  reversions  and  appurtenances
thereunto  belonging  or  in any way appertaining, and all of the estate, right,
title,  interest,  claim  or  demand  whatsoever of the the existing title owner
therein,  in  the  streets  and  ways  adjacent thereto and in the beds thereof,
either  at  law  or  in  equity,  in  possession or expectancy, now or hereafter
acquired.

          "Leases"  shall  mean  all  of  the leases, if any, now in effect with
           ------
respect to the Property or any portion thereof, under which the Seller is either
a  landlord  or  tenant,  and  all addenda, modifications or amendments thereto,
certified  true  copies  of  which  have  been  delivered  by  the Seller to the
Purchaser.

          "Operating  Agreements"  shall mean the management agreements, service
           ---------------------
contracts  and  other  agreements,  if  any,  in  effect  with  respect  to  the
construction,  ownership,  operation,  leasing,  occupancy or maintenance of the
Property.  All  of  the  Operating Agreements in force and effect as of the date
hereof  are  listed  on  Exhibit B attached  hereto.
                         -------

          "Owner's Title Policy" shall mean an owner's policy of title insurance
           --------------------
(ALTA  Form  B-1970)  issued  to the Purchaser by the Title Company, pursuant to
which the Title Company insures the Purchaser's ownership of fee simple title to
the  Real  Property  (including  the  marketability  thereof),  subject  only to
Permitted  Title  Exceptions  (which  shall  exclude  all  preprinted, standard,
general  or  similar  exceptions), and which provides such affirmative coverages
and endorsements reasonably requested by the Purchaser. The Owner's Title Policy
shall  insure  the  Purchaser  in  the amount of the Purchase Price and shall be
acceptable  in  form and substance to the Purchaser. The description of the Land
in  the  Owner's  Title  Policy  shall  be by courses and distances and shall be
identical  to  the  description  shown  on  the  Survey.

          "Permitted  Title  Exceptions" shall mean those exceptions to title to
           ----------------------------
the  Real Property set forth in the Title Commitment (a) which do not require or
secure  the payment of money and (b) to which Purchaser makes no objection under
Section  2.3(d).

          "Property"  shall  mean collectively the Real Property, the Inventory,
           --------
the  Tangible  Personal  Property  and  the  Intangible  Personal  Property.


                                        3
<PAGE>
          "Purchase  Price"  shall  mean  $9,444,545.00.
           ---------------

          "Real  Property"  shall  mean  the  Land  and  the  Improvements.
          ----------------

          "Reservation  System" shall mean the Seller's Reservation Terminal and
          ---------------------
Reservation  System  equipment  and  software,  if  any.

          "Seller's  Financial  Information"  shall  mean that certain financial
           --------------------------------
information  relative  to  the Seller and the Property, including audited income
and  expense statements for the Property for the immediately preceding one year,
copies  of  which  are  attached  hereto  as  Exhibit D.
                                              -------

          "Study  Period"  shall  mean the period commencing at 9:00 a.m. on the
           -------------
date Seller certifies that it has delivered all of the items required by Section
2.3(b),  and  continuing  through 5:00 p.m. on the date that is thirty (30) days
from  such date. The time periods herein referred to shall mean the time periods
a in effect, from time to time, at the place where the Real Property is located:

          "Survey"  shall  mean  the  survey to be delivered pursuant to Section
           ------
5.4.

          "Tangible  Personal  Property"  shall mean the Inventory and all other
           ----------------------------
items  of  personal  property  owned  by the Seller, used in connection with the
Property,  including,  without  limitation,  those  items  listed  on Exhibit  E
                                                                      ----------
hereto.

          "Title  Commitment"  shall mean the commitment by the Title Company to
            -----------------
issue  the  owner's  Title  Policy.

          "Title  Company"  shall mean a title insurance company selected by the
           --------------
Purchaser.

          "Tray  Ledger" shall mean the final night's room revenue (revenue from
           ------------
rooms  occupied  as  of  12:01  a.m.  on  the  Closing  Date, exclusive of food,
beverage,  telephone  and  "similar  charges  which  accrue  prior  to Closing),
including  any  sales  taxes,  room  taxes  or  other  taxes  thereon.

          "Utilities"  shall mean public sanitary and storm sewers, natural gas,
           ---------
telephone,  public  water  facilities,  electrical  facilities, cable television
facilities  and  all  other  utility  facilities  and services necessary for the
operation  and  occupancy  of  the  Property.

          1.2  Rules  of  Construction.  The  following rules shall apply to the
               -----------------------
construction  and  interpretation  of  this  Agreement:

               (a) Singular words shall connote the plural number as well as the
singular  and  vice  versa, and the masculine shall include the feminine and the
neuter.

               (b)  All  references  herein  to particular articles, sections or
subsections,  subsections  or  clauses  are  references  to  articles, sections,
subsections  or  clauses  of  this  Agreement.

               (c)  The  headings contained herein are solely for convenience of
reference  and  shall  not  constitute  a  part of this Agreement nor shall they
affect  its  meaning,  construction  or  effect.


                                        4
<PAGE>
               (d)  Each  party  hereto  and/or  its  counsel  have reviewed and
revised  (or  requested  revisions  of)  this Agreement, and therefore any usual
rules  of  construction  requiring that ambiguities are to be resolved against a
particular  party shall not be applicable in the construction and interpretation
of  this  Agreement  or  any  exhibits  hereto  or  amendments  hereof.


                                    ARTICLE 2
                                    ---------
                    PURCHASE AND SALE; ACCESS; STUDY PERIOD;
                    ----------------------------------------
                            PAYMENT OF PURCHASE PRICE
                            -------------------------

     2.1  Purchase and Sale.  The Seller agrees to sell and the Purchaser agrees
          ------------------
to  acquire  the  Seller's  rights under certain Agreement of Sale in connection
with  the  the  Property for the Purchase Price and in accordance with the other
terms  and  conditions  set  forth  herein.

     2.2  Intentioanlly  Omitted.
          ----------------------

     2.3  Intentionally  Omitted.
          ----------------------


     2.4  Inspection  of Books and Records; Access. The Purchaser, from the date
          ----------------------------------------
hereof  until termination of this Agreement, shall have complete and free access
during  normal business hours to all documents, agreements and other information
in the possession of the Seller and its agents pertaining to the ownership, use,
rental  and  operation  of  the  Property  and  to the Seller's representations,
warranties  and  covenants  set  forth  herein,  including  but  not  limited to
financial  records,  tax  assessments, bills and leases, and the Purchaser shall
have  the right to inspect and make copies of the same. The Seller hereby grants
to  the  Purchaser  and  its  officers, agents, servants, employees, assigns and
independent  contractors a license to enter upon the Property and the full right
of  access  to the Real Property for the purposes of inspecting the condition or
status of the Property and the books and records maintained by the Seller or its
agents  with  respect  to  the  Property,  undertaking any tests and inspections
desired  by  Purchaser  hereunder  and  verifying  the Seller's representations,
warranties  and  covenants  set  forth  herein.

     2.5  Payment  of  Purchase  Price.  The Purchase Price shall be paid to the
          ----------------------------
Seller  in  the  following  manner:

               (a)  At Closing, the Purchaser shall receive a credit against the
Purchase  Price  in  an  amount  equal  to  the  Deposit  paid  to  Seller.

               (b)  The  Purchaser  shall  pay the balance of the Purchase Price
(after  application  of  the  Deposit),  as  adjusted in the manner specified in
Article VI and  as  set  forth below, to the Seller or other applicable party at
----------
Closing  by making a wire transfer of immediately available federal funds to the
account  of  the Seller or other applicable party as specified in writing by the
Seller.

     2.6 Allocation of Purchase Price. The parties agree that the Purchase Price
         ----------------------------
shall  be  allocated  among the various components of the Property in the manner
indicated  by  the  Purchaser  at  Closing.


                                        5
<PAGE>
     2.7    Confidentiality.  Except as hereinafter provided, from and after the
            ---------------
execution  of this Agreement, the Purchaser and the Seller shall keep the terms,
conditions  and provisions of this Agreement confidential and neither shall make
any  public  announcements  hereof  unless  the  other first approves of same in
writing,  nor shall either disclose the terms, conditions and provisions hereof,
except  to  persons  who  "need  to  know",  such as their respective attorneys,
accountants,  engineers,  surveyors, financiers and bankers. Notwithstanding the
foregoing,  it  is  acknowledged  that  the general partner of the Purchaser has
elected to be a real estate investment trust ("REIT") and that the REIT has sold
shares  and may seek to sell additional shares to the general public and that in
connection  therewith,  the Purchaser will have the absolute and unbridled right
to  market  such  securities  and  prepare  and file all necessary or reasonably
required  registration  statements,  disclosure  statements,  and  other papers,
documents  and  instruments  necessary or reasonably required in the Purchaser's
judgment  and  that of its attorneys and underwriters with respect to the REIT's
shares  with  the  U.S.  Securities and Exchange Commission and/or similar state
authorities  and  to  cause same to become effective and to disclose therein and
thus  to its underwriters, to the U.S. Securities and Exchange Commission and/or
to  similar state authorities and to the public all of the terms, conditions and
provisions  of  this  Agreement.


                                    ARTICLE 3
                                    ---------
               SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
               --------------------------------------------------

     To  induce  the  Purchaser to enter into this Agreement and to purchase the
Property,  and  to  pay the Purchase Price therefor, the Seller hereby makes the
following  representations,  warranties  and  covenants  with  respect  to  the
Property,  upon  each  of  which  the  Seller  acknowledges  and agrees that the
Purchaser  is  entitled  to  rely  and  has  relied:

     3.1 Organization and Power. The Seller is an entity duly formed and validly
         ----------------------
existing  and  in good standing under the laws  of the State of its organization
and  has  all  requisite  powers  and all governmental licenses, authorizations,
consents  and  approvals  to carry on its business as now conducted and to enter
into  and perform its obligations hereunder and under any document or instrument
required  to  be  executed  and  delivered  on  behalf  of the Seller hereunder.

     3.2  Authorization and Execution.  This  Agreement has been duly authorized
          ---------------------------
by  all  necessary  action on the part of the Seller, has been duly executed and
delivered  by  the  Seller,  constitutes  the valid and binding agreement of the
Seller  and  is  enforceable  in  accordance  with  its  terms.

     3.3  Noncontravention.  The  execution and delivery of, and the performance
          ----------------
by  the  Seller  of  its  obligations  under  this Agreement do not and will not
contravene,  or  constitute  a default under, any provision of applicable Law or
regulation,  the  Seller's  organizational documents or any agreement, judgment,
injunction, order, decree or other instrument binding upon the Seller, or result
in  the  creation  of  any lien or other encumbrance on any asset of the Seller.
There  are  no  outstanding  agreements  (written or oral) pursuant to which the
Seller  (or  any  predecessor  to or representative of the Seller) has agreed to
sell  or  has  granted an option to purchase the Property (or any part thereof).

     3.4  No  Special Taxes. The Seller has no knowledge of, nor has it received
          -----------------
any  notice of, any special taxes or assessments relating to the Property or any
part thereof or any planned public improvements that may result in a special tax
or  assessment  against  the  Property.


                                        6
<PAGE>
     3.5 Compliance with Existing Laws. The Seller possesses all Authorizations,
         -----------------------------
each of which is valid and in full force and effect, and no provision, condition
or  limitation  of  any of the Authorizations has been breached or violated. The
Seller  has not represented or failed to disclose any relevant fact in obtaining
all  Authorizations,  and  the  Seller  has  no  knowledge  of any change in the
circumstances  under  which those Authorizations were obtained that could result
in  their  termination,  suspension, modification or limitation. The current use
and  occupancy of the Property as a hotel are permitted as a principal use under
all laws applicable thereto without the necessity of resort to any grandfathered
or  nonconforming  use  status,  or any special use permit, special exception or
other  special  permit,  permission or consent. The Seller has no knowledge, nor
has  it  received  notice  within  the  past  three  years,  of  any existing or
threatened  violation  of  any  provision  of  any  applicable building, zoning,
subdivision, environmental or other governmental ordinance, resolution, statute,
rule,  order  or regulation, including but not limited to those of environmental
agencies  or  insurance  boards  of underwriters, with respect to the ownership,
operation, use, maintenance or condition of the Property or any part thereof, or
requiring  any repairs or alterations other than those that have been made prior
to  the  date  hereof.

     3.6 Personal Property. All of the Tangible Personal Property and Intangible
         -----------------
Personal Property are owned and will be conveyed by the Seller free and clear of
all  liens and encumbrances. The Seller has good, merchantable title thereto and
the  right  to  convey  same  in  accordance  with  the terms of this Agreement.

     3.7 Title and Survey Matters. The Seller has right, under certain Agreement
         ------------------------
of  Sale,  to acquire title  to the Property and no consent of or joinder by any
other  person is required for the Seller to convey the full legal, equitable and
beneficial title to and ownership of the Property to the Purchaser in accordance
with  this  Agreement. Except to the extent such obligations may be inconsistent
herewith,  the  Seller  shall perform all of its obligations under all documents
affecting title to all or any part of the Property and shall not permit or allow
to  continue  any  defaults  thereunder. The Seller shall not, after the date of
this  Agreement,  subject  the  Property  to any liens, encumbrances, covenants,
conditions, restrictions, easements or other title matters or seek any zoning or
other  land  use  changes  or  take  any other action which may affect or modify
the  status  of  title  to  or  the  permitted  uses of the Property without the
Purchaser's  prior  express  written  consent.

     3.8  Status  of  Leases.  Each of the Leases is valid and in full force and
          -------------------
effect, have not been further modified or amended and is assignable to Purchaser
without  the consent of the other party thereto. There are no defaults under any
of  the  Leases  by the Seller or, to the best of the Seller's knowledge, by the
other party thereunder, and no fact or circumstance has occurred that, by itself
or  with  the  giving of notice or the passage of time or both, would constitute
such  a  default by the Seller or, to the best of the Seller's knowledge, by the
other  party thereunder. The Seller has the sole right to collect the rent under
the  Leases  and  neither  such  right  nor any of the Leases has been assigned,
pledged,  hypothecated or otherwise encumbered. From the date hereof through and
including  the date of Closing, the Seller shall not modify any of the Leases in
any  material  manner. The Seller shall perform all of its obligations under the
Leases  from  the  date  hereof  through  and  including  the  date  of Closing.

     3.9  Operating  Agreements.  Each  of  the  Operating  Agreements  may  be
          ---------------------
terminated  by  the  Seller  or  the Purchaser upon not more than 30 days' prior
written  notice  and  without  the payment of any penalty, fee, premium or other
amount.  The  Seller  has  performed  all  of  its obligations under each of the


                                        7
<PAGE>
Operating  Agreements  and no fact or circumstance has occurred which, by itself
or  with the passage of time or the giving of notice or both, would constitute a
default  under  any of the Operating Agreements. The Seller shall not enter into
any  new  management agreement, maintenance or repair contract, supply contract,
lease  (as  lessor  or lessee) or other agreements with respect to the Property,
nor  shall  the  Seller  enter  into  any  agreements  modifying  the  Operating
Agreements,  unless  (a)  any  such  agreement or modification will not bind the
Purchaser  or the Property after the Closing Date or (b) the Seller has obtained
the  express  prior  written  consent  of  the  Purchaser  to  such agreement or
modification.  The  Seller  agrees  to cancel and terminate all of the Operating
Agreements  as  of the Closing unless the Purchaser requests in writing prior to
Closing  that  one  or  more  remain  in  effect  after  Closing.

     3.10  Warranties  and  Guaranties.  The  Seller  shall  not before or after
           ---------------------------
Closing,  release  or  modify  any  warranties  or  guarantees,  if  any,  of
manufacturers,  suppliers  and  installers  relating to the Improvements and the
Tangible Personal Property and Intangible Personal Property or any part thereof,
except  with  the  prior  written  consent  of  the  Purchaser.

     3.12  Condemnation  Proceedings; Roadways. The Seller or the existing title
           -----------------------------------
owner  has  not received notice of any condemnation or eminent domain proceeding
pending  or  threatened  against the Property or any part thereof. The Seller or
the  existing  title  owner has no knowledge of any change or proposed change in
the  route,  grade  or  width  of,  or  otherwise  affecting, any street or road
adjacent  to  or  serving  the  Real  Property.

     3.13 Litigation. There is no action, suit or proceeding pending or known to
          ----------
be  threatened  against  or affecting the Seller or any principal, subsidiary or
affiliate  of the Seller in any court, before any arbitrator or before or by any
Governmental  Body  which  (a)  in  any manner raises any question affecting the
validity  or  enforceability  of  this  Agreement  or  any  other  agreement  or
instrument to which the Seller is a party or by which it is bound and that is or
is  to  be  used  in connection with, or is contemplated by, this Agreement, (b)
could  materially  and  adversely  affect  the  business,  financial position or
results of operations of the Seller or any principal, subsidiary or affiliate of
the  Seller, (c) could adversely affect the ability of the Seller to perform its
obligations  hereunder,  or  under any document to be delivered pursuant hereto,
(d)  could  create  a  lien  on  the  Property, any part thereof or any interest
therein,  (e)  the subject matter of which concerns any past or present employee
of  the Seller or its managing agent or (f) could otherwise adversely affect the
Property,  any  part  thereof  or  any  interest  therein or the use, operation,
condition  or  occupancy  thereof.

     3.14  Labor  and Employment Agreements. There are no labor disputes pending
           --------------------------------
or,  to  the  best  of the Seller's knowledge, threatened as to the operation or
maintenance  of  the  Property or any part thereof. The Seller is not a party to
any  union  or  other collective bargaining agreement with employees employed in
connection  with  the  ownership,  operation or maintenance of the Property. The
Seller  is  not  a  party  to any employment contracts or agreements, written or
oral,  with  any  persons  employed  with  respect  to the Property that will be
binding  on  the  Purchaser  on or after the Closing. Neither the Seller nor its
managing  agent  (if  any)  will,  between the date hereof and the Closing Date,
enter  into any new employment contracts or agreements or hire any new employees
that  will  be  binding  on the Purchaser on or after the Closing. The Purchaser
will not be obligated to give or pay any amount to any employee of the Seller or


                                        8
<PAGE>
the  Seller's  managing  agent. The Purchaser shall not have any liability under
any  pension  or  profit  sharing plan that the Seller or its managing agent may
have  established  with  respect  to  the  Property  or  their or its employees.

     3.15  Financial  Information.  All of the Seller's Financial Information is
           ----------------------
correct  and complete in all respects and presents accurately the results of the
operations of the Property for the three years immediately prior to the Closing.
Since  the  date  of  the  last  financial  statement  included  in the Seller's
Financial  Information,  there  has  been  no  material  adverse  change  in the
financial  condition  or  in  the  operations  of  the Property. The Seller will
provide  access  by  Purchaser's  representatives,  to  all  financial and other
information  relating  to the Property, and such representatives shall determine
that  such information is sufficient to enable them to prepare audited financial
statements  in  conformity  with  Regulation  S-X of the Securities and Exchange
Commission  and any registration statement, report or disclosure statement filed
with  and any rule issued by, the Securities and Exchange Commission. The Seller
will  provide a signed representation letter as prescribed by Generally Accepted
Auditing  Standards  as  promulgated  by  the Aud1ting Standards Division of the
American  Institute  of  Public  Accountants which representation is required to
enable  an  independent public accountant to render an opinion on such financial
statements.

     3.16 Organizational Documents. The Seller's Organizational Documents are in
          ------------------------
full force and effect and have not been modified or supplemented, and no fact or
circumstance  has  occurred  that, by itself or with the giving of notice or the
passage  of  time  or  both,  would  constitute  a  default  thereunder.

     3.17  Excluded  Liabilities.
           ---------------------

          (i)  The  Purchaser is not assuming or undertaking to assume and shall
have  no  responsibility  for  any  expenses,  debts,  obligations, liabilities,
claims,  demands, fines or penalties, whether fixed or contingent, past, present
or  future, or direct  or indirect, arising out of or in connection with the use
of  the  Property  prior to the Closing (the "Excluded Liabilities''), including
without  limitation,  any  of  the  Excluded  Liabilities  arising  out of or in
connection  with  the  failure  by  the  Seller  to  comply  with any applicable
Environmental  Laws  including,  without  limitation  any  Environmental  Laws
regarding  pollution  control,  underground  storage  tanks,  asbestos  or other
environmental  matters  applicable  to  the  Property.

          (ii)  The  Seller  agrees  to  defend, indemnify and hold harmless the
Purchaser  from  and  against  any  of  the  Excluded  Liabilities and any other
damages, losses, costs, expenses, claims or demands (including fines, penalties,
diminution in value of the Property, court costs and reasonable attorneys' fees)
that  may  be  incurred  by  or  imposed on the Purchaser as a result of (i) the
conduct  by  the Seller of its business in connection with the Property prior to
the  Closing and (ii) any material breach by the Seller of any representation or
warranty  of  the  Seller  contained  herein  applicable  to  the  Property.

     3.18  Historical  Districts. Neither the Property, nor any portion thereof,
           ---------------------
is  (a)  listed,  or  eligible  to  be  listed,  in any national, state or local
register  of  historic  places  or  areas,  or (b) located within any designated
district  or  area  in  which  the  permitted  uses  of land located therein are
restricted  by regulations, rules or laws other than those specified under local
zoning  ordinances.

     3.19  Brokerage Commission. The Seller has not engaged the services of, nor
           --------------------


                                        9
<PAGE>
is  it or will it become liable to, any real estate agent, broker, finder or any
other  person  or  entity for any brokerage or finder's fee, commission or other
amount  with  respect  to  the  transactions  described  herein.

     3.20  Environmental.
           -------------

          (i)  The Seller, and any person or entity for whose conduct the Seller
is  liable,  has  no  liability  under,  has  never  materially violated, and is
presently  in  material  compliance  with,  all  federal,  state  and  local
environmental  or  health  and  safety-related  laws,  rules,  regulations  and
ordinances  (together,  Environmental  Laws)  applicable  to  the  Property.

          (ii)  There  exist  no  environmental  conditions  with respect to the
Property that could or do result in any damage, loss, cost, expense or liability
to  or  against  the  Seller  or  the  Purchaser.

          (iii)  Other than those hazardous or toxic substances commonly used in
the  operation  of  a  hotel,  which hazardous or toxic substances are stored in
accordance  with  all  applicable  Environmental Laws, the Seller, and any other
person  or  entity  for  whose  conduct  Seller  is  liable,  has not generated,
transported, stored, handled or disposed of any hazardous or toxic substances at
the  Property,  and has no knowledge of any release or threatened release of any
hazardous or toxic substance at the Property or in the vicinity of the Property.

          (iv) No lien has been imposed on the Property by any federal, state or
local  governmental  agency  in  connection  with  the  presence  at or near the
Property  of  any  hazardous  or  toxic  substance.

          (v)  The Seller, and any person or entity for whose conduct the Seller
is  responsible,  has  not  (i) entered into or been the subject of any order or
decree  with respect to environmental matters with respect to the Property, (ii)
received  notice  under  the citizen suit provisions of any Environmental Law in
connection  with  the  Property,  (iii)  received  any  request for information,
notice, demand letter, administrative inquiry or formal or informal complaint or
claim  in  respect  of  any environmental condition relating to the Property, or
(iv)  been subject to or threatened with any governmental or citizen enforcement
action  with  respect  to the Property; and the Seller, and any other person for
whose  conduct  the  Seller  is liable, has no reason to believe that any of the
foregoing  will  be  forthcoming.

          (vi)  The  Seller  has  all  licenses,  permits  or approvals, if any,
required for the activities and operations conducted at the Property and for any
past  or  ongoing  alterations  or  improvements  on  the  Property.

     3.21  Sufficiency  of  Certain  Items. The Property contains not less than:
           -------------------------------

          (a)  a  sufficient  amount  of  kitchen  equipment,  bar  equipment,
refrigeration  equipment,  silverware,  glassware, china, dishes, "small goods",
napkins,  tablecloths,  paper  goods  and  other  such  personal  property  to
efficiently  operate  each of the restaurants, bars and lounges, located upon or
within  the  Improvements;


                                       10
<PAGE>
          (b)  a  sufficient  amount of furniture, furnishings, color television
sets,  carpets,  drapes,  rugs, floor coverings, mattresses, pillows, bedspreads
and  the  like,  to furnish each guest room, so that each such guest room is, in
fact,  fully  furnished;  and

          (c)  a sufficient amount of towels, washcloths and bed linens, so that
there  are two and one-half sets of towels, washcloths and linens for each guest
room  (one  on  the  beds,  one  on  the  shelves, and one-half in the laundry),
together  with  a sufficient supply of paper goods' soaps, cleaning supplies and
other  such  supplies  and materials, as are reasonably adequate for the current
operation  of  the  Hotel.

     3.22  Operation  of  Property  Prior  to  Closing. Between the date of this
           -------------------------------------------
Agreement  and  the  Closing Date,  the Property shall be operated in compliance
with all laws and in the same manner as it was  operated  prior to the execution
of this Agreement, so as to keep the Property in good condition, reasonable wear
and  tear  excepted,  and  so  as  to maintain the existing caliber of the Hotel
operations  conducted  at  the  Property  and  the  reasonable  good will of the
tenants,  the  Hotel  guests,  the  employees  and other customers of the Hotel.

     3.23  Utilities.  All  Utilities required for the operation of the Property
           ---------
either  enter  the  Property  through  adjoining  streets,  or they pass through
adjoining  land,  do  so  in  accordance  with valid public easements or private
easements,  and  all  of  said  Utilities  are  installed  and operating and all
installation  and  connection  charges  therefor  have  been  paid  in  full.

     3.24  Curb  Cuts.  All curb cut street opening permits or licenses required
           ----------
for  vehicular  access  to  and from the Real Property from any adjoining public
street  have  been  obtained  and paid for and are in full force and effect. The
Real  Property  has  a  right  of  unrestricted  access  to  a  public  street.

     3.25 Room Furnishings. Each room in the Hotel available for guest rental is
          ----------------
and at Closing will be furnished in accordance with Licensor's standards for the
Hotel  and  room  type.

     3.26 Franchise Agreement. The franchise agreement with respect to the Hotel
          -------------------
is,  and  at  Closing will be, valid and in full force and effect, and Seller is
not  and will not be in default with respect thereto (with or without the giving
of  any  required  notice  and/or  lapse  of  time).

                                    ARTICLE 4
                                    ---------

              PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
              -----------------------------------------------------

     To induce the Seller to enter into this Agreement and to sell the Property,
the  Purchaser  hereby  makes  the  following  representations,  warranties  and
covenants  with  respect  to  the  Property,  upon  each  of which the Purchaser
acknowledges  and     agrees that the Seller is entitled to rely and has relied:

     4.1  Power.  The  Purchaser  has  all powers and all governmental licenses,
          -----
authorizations, consents and approvals to carry on its business as now conducted
and  to  enter  into  and  perform  its obligations under this Agreement and any
document  or  instrument  required to be executed and delivered on behalf of the
Purchaser  hereunder.


                                       11
<PAGE>
     4.2  Execution.  This  Agreement  has  been  executed  and delivered by the
          ---------
Purchaser,  constitutes  the valid and binding agreement of the Purchaser and is
enforceable  in  accordance  with  its  terms.

     4.3  Noncontravention. The execution and delivery of and the performance by
          ----------------
the  Purchaser  of  its obligations hereunder do not and will not contravene, or
constitute  a  default under, any provisions of applicable law or regulation, or
any  agreement,  judgment, injunction, order, decree or other instrument binding
upon the Purchaser or result in the creation of any lien or other encumbrance on
any  asset  of  the  Purchaser.

     4.4  Litigation. There is no action, suit or proceeding, p ding or known to
          ----------
be  threatened,  against or affecting the Purchaser or any principal, subsidiary
or  affiliate  of  the Purchaser in any court or before any arbitrator or before
any  Governmental Body which (a) in any manner raises any question affecting the
validity  or  enforceability  of  this  Agreement  or  any  other  agreement  or
instrument to which the Purchaser is a party or by which it is bound and that is
to  be used in connection with, or is contemplated by, this Agreement, (b) could
materially  and  adversely affect the business, financial position or results of
operations  of  the  Purchaser  or any principal, subsidiary or affiliate of the
Purchaser,  (c)  could  adversely affect the ability of the Purchaser to perform
its  obligations  hereunder,  or  under  any  document  to be delivered pursuant
hereto,  (d)  could  create  a  lien  on  the  Property, any part thereof or any
interest therein or (e) could adversely affect the Property, any part thereof or
any  interest  therein  or  the  use, operation, condition or occupancy thereof.

     4.5  Bankruptcy.  No  Act  of  Bankruptcy  has occurred with respect to the
          ----------
Purchaser.

     4.6  Brokerage  Commission.  The Purchaser has not engaged the services of,
          ---------------------
nor  is it or will it become liable to, any real estate agent, broker, finder or
any  other  person  or  entity  for any brokerage or finder's fee, commission or
other  amount  with     respect  to  the  transaction  described  herein.

                                    ARTICLE 5
                                    ---------
                       CONDITIONS AND ADDITIONAL COVENANTS
                       -----------------------------------

     The  Purchaser's  obligations  hereunder are subject to the satisfaction of
the  following  conditions  precedent  and the compliance by the Seller with the
following  covenants:

     5.1  Seller's Deliveries. The Seller shall have delivered to the Purchaser,
          -------------------
on  or  before  the  Closing  Date,  all  of the documents and other information
required  of  Seller  pursuant  to  Section  6.2.

     5.2  Representations,  Warranties  and  Covenants;  Obligations  of Seller;
          ----------------------------------------------------------------------
Certificate.  All  of  the  Seller's representations and warranties made in this
-----------
Agreement  shall  be  true  and  correct as of the Closing Date as if then made,
there  shall have occurred no material adverse change in the financial condition
of  the  Seller or the physical or financial condition of the Property since the
date  hereof,  the  Seller  shall  have performed all of its covenants and other
obligations  under  this  Agreement  and  the  Seller  shall  have  executed and
delivered  to  the  Purchaser  at Closing a Certificate to the foregoing effect.

     5.3  Title  Matters.  Purchaser  shall  have received from Seller a copy of
          --------------
Seller's  Owner's  Title  Policy.  The  Purchaser shall have determined that 144
Associates, 344 Associates, 544 Associates and 644 Associates are the sole owner


                                       12
<PAGE>
of  good  and marketable fee simple title to the Real Property free and clear of
all  liens,  encumbrances,  restrictions,  conditions  and agreements except for
Permitted  Title  Exceptions.  The Seller or the existing title owners shall not
have taken any action from the date hereof and through and including the Closing
Date  that  would adversely affect the status of title to the Real Property. Fee
simple  title  to  the  Real  Property  shall  be insurable as such by the Title
Company  at  or  below  its  regularly scheduled rates subject only to Permitted
Title  Exceptions.

     5.4 Survey. The Purchaser shall have received the most recent Survey of the
         ------
Land  obtained  by  or  in  the possession of Seller. The Survey provided by the
Seller  (or  a survey obtained by Purchaser if Seller's Survey was prepared more
than  one  year  earlier)  shall be adequate for the Title Company to delete any
exception  for  survey  in  the  Owner's  Title  Policy.

     5.5  Condition  of  Improvements  and  the  Tangible Personal Property. The
          -----------------------------------------------------------------
Improvements  and  the  Tangible Personal Property (including but not limited to
the  mechanical  systems,  plumbing,  electrical,  wiring, appliances, fixtures,
heating,  air  conditioning  and  ventilating  equipment,  elevators,  boilers,
equipment,  roofs,  structural  members and furnaces) shall be in good condition
and  working  order and shall have no material defects, structural or otherwise,
and  there  shall  be no deferred maintenance with respect to the Real Property,
the  Tangible  Personal  Property  or any part thereof, and the Seller shall not
have diminished the Inventory. The Seller, at its expense, shall have maintained
the  Real  Property  and  the  Tangible Personal Property in compliance with all
applicable  laws and in at least as good condition as they are in as of the date
hereof,  normal wear and tear excepted. The Seller shall not have diminished the
quality  or  quantity  of maintenance and upkeep services heretofore provided to
the Real Property and the Tangible Personal Property.  The Seller shall not have
removed  or  caused  or  permitted to be removed any part or portion of the Real
Property or the Tangible Personal Property unless the same is replaced, prior to
Closing, with similar  items  of  at  least  equal quality and acceptable to the
Purchaser.

     5.6  Utilities. All of the Utilities shall be installed in and operating at
          ---------
the  Property,  and  service  shall  be available for the removal of garbage and
other waste from the Property. Between the date hereof and the Closing Date, the
Seller  shall not have received notice of any extraordinary or material increase
or  proposed  increase  in the rates charged for the Utilities from the rates in
effect  as  of  the  date  hereof.

     5.7  Land Use. The current use and occupancy of the Property as a hotel and
          --------
for  hotel-related  purposes  are  permitted  as  a principal use under all laws
applicable  thereto  without  the  necessity  of  resort to any grandfathered or
permitted nonconforming use status, or any special use permit, special exception
or  other  special  permit,  permission  or  consent.

     5.8  Lease  Estoppel  Certificates.  The  Purchaser  shall have received an
          -----------------------------
estoppel  certificate for each of the Leases as provided herein and, if required
by  the  Purchaser's  lender,  subordination,  attornment  and  nondisturbance
agreements  acceptable  to  such  lender,  all  in form and substance reasonably
acceptable  to  the Purchaser. The Seller, at its expense, shall request and use
Seller's  best  efforts to obtain a lease estoppel certificate from all of third
parties  under  all  of  the  Leases  prior  to  Closing  Date.

     5.9  Franchise.  The  Purchaser or its designee shall have received, at the
          ---------
Purchaser's  option  and  expense,  an  assignment  or  transfer of any existing
franchise  agreement  currently  applicable  to  the  Hotel  or  a new franchise


                                       13
<PAGE>
agreement from Choice Hotels International (the "Franchisor''), together with an
estoppel  certificate  from  the  existing  Franchisor  in  form  and  substance
acceptable  to the Purchaser, which the Seller agrees to use its best efforts to
obtain.

     5.10  Operational  Licenses.  Purchaser  shall  have  obtained all permits,
            --------------------
licenses,  approvals  and  Authorizations  necessary or desirable to operate the
Hotel  and  all  restaurants,  bars  and lounges presently located in the Hotel,
including,  without  limitation, liquor licenses or alcoholic beverage licenses.
To  that  end,  the Seller and the Purchaser shall have cooperated with     each
other,  and  each  shall have executed such transfer forms, license applications
and  other  documents  as  may be necessary or desirable for Purchaser to obtain
such  permits,  licenses,
approvals  and  Authorizations.

     5.11  Securities  Compliance.  Seller  shall  cooperate  with  Purchaser to
           ----------------------
provide  all  information  and  execute all documents necessary for Purchaser to
comply  with  all  applicable  state  and
federal  securities  laws.

     5.12 Noncompetition. Neither Seller nor 144 Associates, 344 Associates, 544
          --------------
Associates  and  644  Associates  , nor any of their officers or affiliates will
acquire,  develop,  manage, lease, operate, or have any interest in any hotel or
lodging  establishment within a five(5) mile radius of 440 American Avenue, King
of  Prussia,  Pennsylvania for a period of five (5) years from the Closing Date.
This provision shall survive the Closing Date unless such provision is waived by
Purchaser.

     Each  of  the conditions and additional covenants contained in this Section
are  intended  for the benefit of the Purchaser and may be waived in whole or in
part,  by  the  Purchaser,  but  only  by an instrument in writing signed by the
Purchaser.

                                    ARTICLE 6
                                    ---------
                                     CLOSING
                                     -------

     6.1  Closing.  Closing shall be held at the offices of the Purchaser or its
          -------
counsel  on  or before June 1, 2001, upon ten (10) days notice from Purchaser to
Seller commencing at 9:00 AM local time unless otherwise agreed by the Purchaser
and  the  Seller. The Purchaser shall have the right, but not the obligation, to
extend  the  Closing  Date, one or more times, but not beyond, August 1, 2001 by
written  notice  thereof  to  the  Seller.  Possession  of the Property shall be
delivered  to  the  Purchaser  at-Closing,  subject  only  to  Permitted  Title
Exceptions.

     6.2  Seller's  Deliveries.
          --------------------

          (a)  At  Closing,  the  Seller  shall  deliver to Purchaser all of the
following  instruments,  each  of which shall have been duly executed and, where
applicable,  acknowledged  on  behalf of the Seller and shall be dated as of the
Closing  Date:

               (i)     The  certificate  required  by  Section  5.2.
                                                       ------------
               (ii)    An  Assignment  of  Leases,  if  applicable
               (iii)   Lease  estoppel  certificates,  if  applicable.
               (iv)    The  Income  Tax  Certificate.
               (v)     The  Assignment  and  Assumption  Agreement.
               (vi)    Settlement  Sheet.


                                       14
<PAGE>
               (vii)   Bill  of  Sale  for  all  Tangible  Personal  Property.
               (viii)  Deed.

               (ix)    Such  agreements,  affidavits  or  other documents as may
be  required  by  the  Title  Company  to  issue  the  Owner's  Title  Policy.

          (b) At Closing, the Seller shall also deliver or cause to be delivered
to  the  Purchaser  the  following:

               (i)    The  originals  of  any Leases or true, correct and
complete  copies  thereof  certified  by  the  Seller.

               (ii) A valid, final and unconditional certificate of occupancy as
to  the  Real  Property  issued  by  the:  appropriate  governmental  authority.

               (iii)  If  part  of  the Tangible Personal Property consists of a
motor  vehicle  titled  under  state law, a duly executed and delivered document
transferring  title  pursuant  to  applicable  state  law and related documents.

               (iv)  True,  correct  and  complete  copies  of  all  plans,
specifications,  guaranties  and  warranties,  if  any,  of  contractors,
subcontractors,  manufacturers, suppliers and installers possessed by the Seller
and  relating  to  the  Improvements  and  the  Tangible  Personal  Property and
Intangible  Personal  Property,  or  any-part  thereof.

               (v)  Copies  of all correspondence, files, documents, records and
data  relating  the operation of the Property for the 3 years immediately before
Closing.

               (vi)  A11  keys  for  the  Property.

               (vii) A complete list of all advance room reservations, functions
and  the like, including all deposits thereon, in reasonable detail specified by
the  Purchaser.

               (viii)  Updated  Guest  Ledger.

               (ix)  Any  other  document,  instrument,  information  or  item
reasonably  requested  by  the  Purchaser  or  required  hereby.

     6.3 Purchaser's Deliveries. At Closing, the Purchaser shall pay, deliver or
         ----------------------
cause  to  be  delivered  to  the  Seller,  as  appropriate,  the  following:

          (a)  The Purchase Price in the manner set forth in Section 2.5 hereof.

          (b)  The  Assignment  and  Assumption  Agreement.

          (c)  Any  other  document  or  instrument  reasonably requested by the
Seller  or  required  hereby.


                                       15
<PAGE>
     6.4  Closing  Costs.  The Seller shall pay (i) all applicable sales and use
          --------------
taxes  (if  any)  levied  on the transfer of the Tangible or Intangible Personal
Property,  (ii)  any  expenses  incurred  by  or  on  behalf  of the Seller. The
Purchaser shall pay     (i) all Title Company charges, (ii) all of the recording
taxes  and  fees,  and  (iii)  any  expenses  incurred  by  or  on behalf of the
Purchaser.  Each  party  hereto  shall  pay  its  own  legal  fees and expenses.

     6.5  Income  and  Expense  Allocations.
          ---------------------------------

          (a)  At Closing, all income and expenses with respect to the Property,
and  applicable  to  the  period of time before and after Closing, determined in
accordance  with  generally accepted accounting principles consistently applied,
shall  be allocated between the Seller and the Purchaser as of the Closing Date.
The  Seller  shall  be  entitled  to  all income, including the Tray Ledger, and
responsible  for all expenses for the period of time up to but not including the
Closing  Date, and the Purchaser shall be entitled to all income and responsible
for  all  expenses  for the period of time from, after and including the Closing
Date.  Without  limiting  the  generality  of the foregoing, Seller shall pay to
Purchaser  or Purchaser shall pay to Seller at Closing, or     there shall be an
appropriate  Closing  adjustment  for,  the net cash payable to the Purchaser or
Seller,  as  appropriate,  based  on  the  allocation  set  forth  above.  All
adjustments  shall  be  shown on the settlement statement or may be done outside
the  settlement statement (with such supporting documentation as the parties may
reasonably  require  being  attached as exhibits to the settlement statements or
submit  to  the parties as appropriate) and if on the settlement statement shall
increase  or  decrease  (as  the  case may be) the balance of the Purchase Price
payable by the Purchaser at Closing. The Seller shall pay at Closing all special
assessments  and  taxes  applicable  to  the Property and relating to the period
prior  to  Closing.

          (b)  If accurate allocations cannot be made at Closing because current
bills  are  not  obtainable (as, for example, in the case of utility bills), the
parties  shall allocate such income or expenses at Closing on the best available
information,  subject  to  adjustment  upon  receipt  of the final bill or other
evidence  of the applicable income or expense. Any expense paid by the Seller or
the  Purchaser  with  respect  to  the  Property after the Closing Date shall be
promptly allocated in the manner described herein and the parties shall promptly
pay  or  reimburse  any  amount  due.

          (c)  Purchaser  shall  have  no  obligation  to  collect  any accounts
receivable  allocable to the period prior to Closing. All income attributable to
the  Property  collected  by the Purchaser after the Closing Date shall be first
applied  against  accounts  receivable  and  other  obligations allocable to the
period  after the Closing Date. The Seller shall not sue an obligor with respect
to  the  Property  that  maintains a contractual relationship with the Purchaser
after  the  Closing  Date.

                                    ARTICLE 7
                                    ---------
                           CONDEMNATION: RISK OF LOSS
                           --------------------------

     7.1 Condemnation. In the event of any actual or threatened taking, pursuant
         ------------
to  the  power of eminent domain, of all or any portion of the Real Property, or
any  proposed sale in lieu thereof, the Seller shall give written notice thereof
to the Purchaser promptly after the Seller learns or receives notice thereof. If
all  or any part of the Real Property is, or is to be, so condemned or sold, the
Purchaser  shall  have the right to terminate this Agreement pursuant to Section
                                                                         -------
8.3.  If  the  Purchaser  elects  not to terminate this Agreement, all proceeds,
---
awards  and  other  payments arising out of such condemnation or sale (actual or
threatened)  shall  be  paid  to  the  Purchaser  at  Closing.


                                       16
<PAGE>
     7.2  Risk  of Loss. The risk of any loss or damage to the Property prior to
          -------------
the  Closing  shall  remain  upon  the Seller. If any such loss or damage occurs
prior to Closing, the Purchaser shall have the right to terminate this Agreement
pursuant  to  Section  3.3.  If  the  Purchaser  elects  not  to  terminate this
              ------------
Agreement,  it  may  choose  to  restore  the  Property  itself,  in  which
event  Seller  shall  assign  or  pay,  or  cause  to  be paid, to Purchaser all
insurance  proceeds  payable  on  account  of such loss or damage and the Seller
shall  not  be  responsible to the Purchaser for any additional sums required to
restore  the  Property.

                                    ARTICLE 8
                                    ---------
               LIABILITY OF PURCHASER; INDEMNIFICATION BY SELLER;
               --------------------------------------------------
                               TERMINATION RIGHTS
                               ------------------

     8.1  Liability of Purchaser. Except for any obligation expressly assumed or
          ----------------------
agreed  to  be assumed by the Purchaser hereunder, the Purchaser does not assume
any  obligation  of  the  Seller  or any liability for claims arising out of any
occurrence  prior  to  Closing.

     8.2  Indemnification.
          ---------------

          (a)  The  Seller  hereby  indemnifies and holds the Purchaser harmless
from  and  against  any  and  all  claims,  costs,  penalties,  damages, losses,
liabilities  and expenses (including reasonable attorneys' fees) that may at any
time  be incurred by the Purchaser, whether before or after Closing, as a result
of  any  material  breach  by  the  Seller  of  any of Seller's representations,
warranties,  covenants  or obligations set forth herein or in any other document
delivered  by  the Seller under this Agreement, or as a result of acts or events
occurring  prior  to  the  Closing  Date.

          (b)  The  Purchaser  hereby  indemnifies and holds the Seller harmless
from  and  against  any  and  all  claims,  costs,  penalties,  damages, losses,
liabilities  and expenses (including reasonable attorneys' fees) that may at any
time  be incurred by the Seller, whether before or after Closing, as a result of
any  material  breach  by  the  Purchaser of any of Purchaser's representations,
warranties,  covenants  or obligations set forth herein or in any other document
delivered  by  the  Purchaser  under  this  Agreement, or as a result of acts or
events  occurring  after  the  Closing  Date.

     8.3  Termination  by Purchaser. If any condition set forth herein cannot or
          -------------------------
will  not  be  satisfied  prior  to Closing, or upon the occurrence of any other
event  that  would  entitle  the  Purchaser  to terminate this Agreement and its
obligations  hereunder,  the  Purchaser,  at its option, may elect either (a) to
terminate  this Agreement and all other rights and obligations of the Seller and
the  Purchaser  hereunder  shall  terminate immediately and the Deposit shall be
returned  to the Purchaser or (b) to waive its right to terminate and to proceed
to  Closing.  If  the  Purchaser terminates this Agreement as a consequence of a
material misrepresentation or breach of a warranty or covenant by the Seller, or
a  failure  by  the  Seller  to perform its obligations hereunder, the Purchaser
shall  have  all  remedies available hereunder or at law or in equity, including
but  not  limited  to  the  right  to  specific  performance  of this Agreement.

     8.4  Termination by Seller. If, prior to Closing, the Purchaser defaults in
          ---------------------
performing any of its obligations under this Agreement (including its obligation
to purchase the Property), the Seller's sole remedy for such default shall be to
terminate  this  Agreement and receive the Deposit. The Seller and the Purchaser
agree  that,  in  the event of such a default, the damages that the Seller would


                                       17
<PAGE>
sustain  as  a result thereof would be difficult if not impossible to ascertain.
The  Seller hereby waives and releases any and all other rights and remedies for
a  default by the Purchaser. Therefore, the Seller and the Purchaser agree that,
the  Seller shall retain the Deposit as full and complete liquidated damages and
as  the  Seller's  sole  remedy.

                                    ARTICLE 9
                                    ---------
                            MISCELLANEOUS PROVISIONS
                            ------------------------

     9.1  Completeness;  Modification.  This  Agreement  constitutes  the entire
          ---------------------------
agreement among the parties hereto with respect to the transactions contemplated
hereby  and  supersedes  all  prior  discussions, understandings, agreements and
negotiations  between  the  parties hereto. The provisions of the prior sentence
reflects  the  true intent of the Seller and the Purchaser and is intended to be
enforceable,  notwithstanding  any existing or further case law to the contrary.
This Agreement may be modified only by a written instrument duly executed by the
parties  hereto.

     9.2  Successors  and  Assigns.  This  Agreement shall bind and inure to the
          ------------------------
benefit  of  the  parties  hereto  and  their respective successors and assigns.

     9.3  Days.  If  any  action  is required to be performed, or if any notice,
          ----
consent  or  other communication is given, on a day that is a Saturday or Sunday
or  a  legal  holiday  in the jurisdiction in which the action is required to be
performed  or in which is located the intended recipient of such notice, consent
or  other  communication,  such  performance shall be deemed to be required, and
such  notice, consent or other communication shall be deemed to be given, on the
first  business  day  following  such  Saturday, Sunday or legal holiday. Unless
otherwise  specified  herein,  all  references herein to a "day" or "days" shall
refer  to  calendar  days  and  not  business  days.

     9.4  Governing  Law.  This  Agreement  and all documents referred to herein
          --------------
shall  be  governed by and construed and interpreted in accordance with the laws
of  the  state  wherein  the  Property  is  located.

     9.5  Counterparts.  To facilitate execution, this Agreement may be executed
          ------------
in  as  many counterparts as may be required. It shall not be necessary that the
signature  on  behalf  of both parties hereto appear on each counterpart hereof.
All  counterparts  hereof  shall  collectively  constitute  a  single agreement.

     9.6  Severability. If any term, covenant or condition of this Agreement, or
          ------------
the  application  thereof  to any person or circumstance, shall to any extent be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term, covenant or condition to other persons or circumstances, shall not be
affected  thereby,  and each term, covenant or condition of this Agreement shall
be  valid  and  enforceable  to the fullest extent permitted by law and shall be
construed  so  as  to  give  effect  to  the  intent  of  the  parties.

     9.7  Costs.  Regardless  of whether Closing occurs hereunder, and except as
          -----
otherwise  expressly provided herein, each party hereto shall be responsible for
its  own  costs  in  connection  with  this  Agreement  and  the  transactions
contemplated  hereby,  including without limitation fees of attorneys, engineers
and  accountants.


                                       18
<PAGE>
     9.8  Notices.  All  notices,  requests,  demands  and  other communications
          -------
hereunder  shall  be  in  writing  and  shall be delivered by hand, by telecopy,
overnight  delivery  service,  or  by the United States mail, certified, postage
prepaid,  return  receipt  requested,  at  the addresses and with such copies as
designated  below.  Any notice, request, demand or other communication delivered
or  sent  in the manner aforesaid shall be deemed given or made (as the case may
be)  when  actually  delivered  to  the  intended  recipient.

If  to  the  Seller:          Kiran  P.  Patel
--------------------
                              Hersha  Enterprises,  Ltd.
                              148  Sheraton  Drive,  Box  A
                              New  Cumberland,  PA  17070
                              Fax:  (717)  774-7383

With  a  copy  to:
------------------            -----------------------------

                              Lok  Mohapatra,  Esq.
                              SHAH  RAY  &  BYLER,  LLP
                              Penn  Mutual  Towers
                              510  Walnut  Street,  9th  Floor
                              Philadelphia,  PA  19106
                              Fax:  215/238-0157

If  to  the  Purchaser:
-----------------------
                              Hasu  P.  Shah
                              Hersha  Hospitality  Limited  Partnership
                              148  Sheraton  Drive,  Box  A
                              New  Cumberland,  PA  17070
                              Fax:  (717)  774-7383

With  a  copy to:
-----------------
                              Lok  Mohapatra,  Esq.
                              SHAH  RAY  &  BYLER,  LLP
                              Penn  Mutual  Towers
                              510  Walnut  Street,  9th  Floor
                              Philadelphia,  PA  19106
                              Fax:  215/238-0157


     Any  party  hereto  may  change its address or designate different or other
persons  or  entities to receive copies by notifying the other party in a manner
described  in  this  Section.

     9.9  Escrow  Agent.  The  Escrow  Agent  referred  to in the     definition
          -------------
thereof  contained  in  Paragraph  1.1  hereof has agreed to act as such for the
convenience  of  the  parties  without fee or other charges for such services as
Escrow  Agent.  The  Escrow Agent shall not be liable: (a) to any of the parties
for  any  act  or omission to act except for its own willful misconduct; (b) for


                                       19
<PAGE>
any  legal  effect, insufficiency, or undesirability of any instrument deposited
with  or delivered by Escrow Agent or exchange by the parties hereunder, whether
or  not Escrow Agent prepared such instrument; (c) for any loss or impairment of
funds  that have been deposited in escrow while those funds are in the course of
collection,  or  while those funds are on deposit in a financial institution, if
such  loss or impairment results from the failure, insolvency or suspension of a
financial  institution;  (d)  for  the  expiration  of  any  time limit or other
consequence  of  delay, unless a properly executed written instruction, accepted
by Escrow Agent, has instructed the Escrow Agent to comply with said time limit;
(e)  for  the  default, error, action or omission of either party to the escrow.
The  Escrow Agent shall be entitled to rely on any document or paper received by
it,  believed  by such Escrow Agent, in good faith, to be bona fide and genuine.
The  Escrow  Agent  is counsel for Purchaser. It is agreed that the Escrow Agent
shall  not be disqualified from representing either party in connection with any
litigation which might arise out or in connection with this Agreement, merely by
virtue  of  the  fact  that  such Escrow Agent has agreed to act as Escrow Agent
hereunder.  Further,  in  that event of any dispute as to the disposition of the
Deposit or any other monies held in escrow, the Escrow Agent may, if such Escrow
Agent  so elects, interplead the parties by filing an interpleader action in any
court  having  subject  matter  jurisdiction  of  such a matter (to the personal
jurisdiction of which both parties do hereby consent), and pay into the registry
of  the  court  the  Deposit  and any other monies held in escrow, including all
interest  earned  thereon,  whereupon  such  Escrow  Agent shall be relieved and
released  from  any further liability as Escrow Agent hereunder. In the event of
such  interpleader  action,  the  Escrow  Agent  shall  not  be  disabled  from
representing a party hereto. Escrow Agent shall not be liable for Escrow Agent's
compliance with any legal process, subpoena, writs, orders, judgments and decree
of  any  court,  whether issued with or without jurisdiction, and whether or not
subsequently  vacated,  modified,  set  aside  or  reversed.

     9.10 Incorporation by Reference. All of the Exhibits attached hereto are by
          --------------------------
this  reference  incorporated  herein  and  made  a  part  hereof.

     9.11  Survival.  All  of  the  representations,  warranties,  covenants and
           --------
agreements  of  the  Seller  and  the  Purchaser  made  in, or pursuant to, this
Agreement  shall  survive  Closing  and  shall  not  merge  into any document or
instrument  executed  and  delivered  in  connection  herewith.

     9.12  Further  Assurances.  The  Seller and the Purchaser each covenant and
           -------------------
agree  to  sign,  execute  and  deliver,  or  cause  to  be signed, executed and
delivered,  and  to  do  or  make, or cause to be done or made, upon the written
request  of the other party, any and all agreements, instruments, papers, deeds,
acts  or  things,  supplemental, confirmatory or otherwise, as may be reasonably
required  by  either  party  hereto  for  the  purpose  of or in connection with
consummating  the  transactions  described  herein.

     9.13  No Partnership. This Agreement does not and shall not be construed to
           --------------
create  a  partnership,  joint  venture  or  any  other relationship between the
parties  hereto  except  the  relationship  of Seller and Purchaser specifically
established  hereby.

     9.14 Like-Kind Exchange.  Seller  or  Purchaser may desire to designate the
     ----
purchase  or  sale  under  this Agreement to exchange with one or more like-kind
exchange properties as contemplated by Section 1031 of the Internal Revenue Code
("Sec.1031").  If  Seller  or  Purchaser  so elects and provides notices of such
election  to  the  other party, each party shall cooperate with the other in all
reasonable  ways  so  that  the  conveyance  of  the  Property, pursuant to this
Agreement,  will  qualify  for  nonrecognition treatment under Sec.1031. Without
limiting  the  generality  of  the  preceding,  each  party shall consent to the


                                       20
<PAGE>
assignment  of  this  Agreement  and the conveyance of the Property prior to the
Closing  to  a  third  party,  escrow  agent,  accommodation party, or qualified
intermediary  as  directed  by  the  other  party,  and  Purchaser shall pay the
purchase  price  to  such  person  as  directed  by  Seller. Notwithstanding the
preceding,  in  connection  with  any  like-kind exchange, the nonelecting party
shall  not  be  required  to:

          a.     Incur  any  additional  expense;

          b.     Incur  any  additional  material  obligation,  such as assuming
indebtedness  with  respect  to  an  exchange  property;  or

          c.     Take  title  to  any  property  other  than  the  Property.
The  provisions  of  this  Section 15 shall be interpreted to be consistent with
Sec.1031;  in  the  event  of  any ambiguity, such ambiguous provisions shall be
interpreted  so  that  the  transaction  contemplated by this paragraph and this
Agreement  shall  qualify  for  nonrecognition  treatment  under  Sec.1031.



     IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement
to  be  executed  in  their  names  by  their  respective  duly-authorized
representatives  as  a  sealed  instrument.

                         SELLER:

                         3244 Associates, a Pennsylvania limited partnership

                         By:     Shreenathji Enterprises, Ltd., a Pennsylvania
                                 corporation,  its  sole  general  partner

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


                                       21
<PAGE>
                         PURCHASER:
                         ---------

                         HHLP  Valley  Forge  Associates,
                         a  Pennsylvania  limited  partnership

                         Hersha  Hopitality,  LLC,  a  Virginia
                         limited  liability  company,  its  sole general partner


                         Hersha  Hospitality  Limited  Partnership,  a  Virginia
                         limited  partnership,  its  sole  member

                         By:     Hersha  Hospitality  Trust, a Maryland business
                         trust,  its  sole  general  partner


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


                                       22
<PAGE>
                                LIST OF EXHIBITS

Exhibit  A          Deed
Exhibit  B          Operating  Agreements
Exhibit  C          Guest  Ledger
Exhibit  D          Seller's  Financial  Information
Exhibit  E          Tangible  Personal  Properties


                                       23
<PAGE>
                                    EXHIBIT A
                                    ---------

                                      Deed



                                       24
<PAGE>
                                    EXHIBIT B
                                    ---------

                              Operating Agreements



                                       25
<PAGE>
                                     ------

                                    EXHIBIT C
                                    ---------

                                  Guest Ledger



                                       26
<PAGE>
                                    EXHIBIT D
                                    ---------

                         Seller's Financial Information



                                       27
<PAGE>
                                    EXHIBIT E
                                    ---------

                           Tangible Personal Property



                                       28
<PAGE>